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                                                                    EXHIBIT 10.1

                                 PROXICOM, INC.

                             1996 STOCK OPTION PLAN

              Proxicom, Inc., a Delaware corporation (the "Company"), sets forth
herein the terms of the 1996 Stock Option Plan (the "Plan") as follows:

       1.     PURPOSE

              Under the Plan, Awards may be granted to Eligible Employees and
Eligible Nonemployees to purchase shares of the Company's capital stock. The
Plan is designed to enable the Company to attract, retain and motivate its
Employees, consultants and others by providing for or increasing the proprietary
interests of such persons in the Company.

       2.     DEFINITIONS

              For purposes of interpreting the Plan and related documents
(including Agreements), the following definitions shall apply:

              2.1.   "AFFILIATE" means the Company and any company or other
trade or business that is controlled by or under common control with the
Company, determined in accordance with the principles of Section 414(b) and
414(c) of the Code and the regulations thereunder, or is an affiliate of the
Company within the meaning of Rule 405 of Regulation C under the Securities Act.

              2.2.   "AGREEMENT" means the Stock Option Agreement under which
the Grantee accepts the Award terms and conditions and receives an Award
pursuant to the Plan.

              2.3.   "AWARD" means individually, collectively or in tandem, an
incentive award granted under the Plan, whether in the form of Options, SARs,
Restricted Stock Awards, or performance shares, or such other form and subject
to such terms as the Committee may determine.

              2.4.   "AWARD PRICE" means the purchase price for each share of
Common Stock subject to an Award.

              2.5.   "BOARD" means the Board of Directors of the Company.

              2.6.   "CODE" means the Internal Revenue Code of 1986, as amended.
Any section thereof referenced in the Plan or an Agreement shall include the
rules and regulations thereunder, and any successor provisions thereto.

              2.7.   "COMMITTEE" means the Compensation Committee of the Board,
which must consist of no fewer than two members of the Board who satisfy the
definition under Rule 16b-3 of the Exchange Act for "nonemployee director".

              2.8.   "COMMON STOCK" means common stock, par value $.01, issued
by the Company.


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              2.9.   "COMPANY" means Proxicom, Inc., a Delaware corporation, any
Affiliates and any other entity as determined by the Committee.

              2.10.  "EFFECTIVE DATE" means August 26, 1996, the date of
adoption of the Plan by the Board.

              2.11.  "ELIGIBLE EMPLOYEE" means any Employee of the Company who
the Committee selects to receive an Award.

              2.12.  "ELIGIBLE NONEMPLOYEE" means any former Employee,
consultant or advisor to the Company who the Committee selects to receive an
Award.

              2.13.  "EMPLOYEE" means, for the purposes of the Plan, an
individual who is an employee of the Company.

              2.14.  "EMPLOYER" means the Company.

              2.15.  "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as now in effect or as hereafter amended. Any section thereof referenced in the
Plan or an Agreement shall include the rules and regulations thereunder, and any
successor provisions thereto.

              2.16.  "FAIR MARKET VALUE" means the value of each share of Common
Stock subject to the Plan determined as follows: (a) if on the Grant Date or
other determination date the shares of Common Stock are listed on an established
national or regional stock exchange, are admitted to quotation on the National
Association of Securities Dealers Automated Quotation System, or are publicly
traded on an established securities market, the Fair Market Value of the shares
of Common Stock shall be the closing price of the shares of Common Stock on such
exchange or in such market (the highest such closing price if there is more than
one such exchange or market) on the trading day immediately preceding the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading
day); or (b) if no sale of the shares of Common Stock is reported for such
trading day, on the next preceding day on which any sale shall have been
reported. If the shares of Common Stock are not listed on such an exchange,
quoted on such System or traded on such a market, Fair Market Value shall be
determined by the Board or Committee in good faith.

              2.17.  "GRANT DATE" means for a particular Award (i) the date as
of which the Committee approves the Award or (ii) any other date specified by
the Committee, if any.

              2.18.  "GRANTEE" means an individual to whom one or more Awards
have been granted.

              2.19.  "INCENTIVE STOCK OPTION" or "ISO" means an incentive stock
option within the meaning of section 422 of the Code. Any Option that is not
specifically designated as an Incentive Stock Option shall under no
circumstances be considered an Incentive Stock Option.

              2.20.  "NONQUALIFIED STOCK OPTION" means any Option that does not
qualify under section 422 of the Code.

              2.21.  "OPTION" means an option granted by the Company to purchase
Common Stock pursuant to the provisions of the Plan, including ISOs,
Nonqualified Stock Options and Reload Options.


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              2.22.  "OPTION PERIOD" means the period during which Options may
be exercised as defined in section 13.

              2.23.  "OPTION TERM" means the period defined under section 13
herein.

              2.24.  "PLAN" means the Proxicom, Inc. 1996 Stock Option Plan.

              2.25.  "PUBLICLY TRADED" means that time when the shares of Common
Stock are listed on an established national or regional stock exchange, are
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System, or are publicly traded on an established securities
market

              2.26.  "RELOAD OPTION" means the right to receive a further Option
for a number of shares of Common Stock surrendered by the Grantee upon exercise
of the original Option.

              2.27.  "RESTRICTED PERIOD" means the period of time from the date
of grant of Restricted Stock until the lapse of restrictions attached thereto
under the terms of the Agreement granting such Restricted Stock, pursuant to the
provisions of the Plan or by action of the Committee.

              2.28.  "RESTRICTED STOCK" shall mean an Award granted by the
Committee entitling the Grantee to acquire, at no cost or for a purchase price
determined by the Committee at the time of grant, shares of Common Stock which
are subject to restrictions in accordance with the provisions hereof.

              2.29.  "SECURITIES ACT" means the Securities Act of 1933, as now
in effect or as hereafter amended. Any section thereof referenced in the Plan or
an Agreement shall include the rules and regulations thereunder, and any
successor provisions thereto.

              2.30.  "STOCK APPRECIATION RIGHT" or "SAR" means a grant entitling
the Grantee to receive an amount in cash or shares of Common Stock or a
combination thereof having a value equal to (or if the Committee shall so
determine at the time of a grant, less than) the excess of the Fair Market Value
of a share of Common Stock on the date of exercise over the Fair Market Value of
a share of Common Stock on the date of grant (or over the Award Price, if the
SAR was granted in tandem with an Option), multiplied by the number of shares
with respect to which the SAR shall have been exercised, with the Committee
having sole discretion to determine the form or forms of payment at the time of
grant of the SAR.

              2.31.  "STOCK AWARDS" means any Award which is in the form of
Restricted Stock and any outright grants of Common Stock approved by the
Committee pursuant to the Plan.

              2.32.  "STOCKHOLDER" means a holder of record of at least one
share of the voting stock of the Company.

              2.33.  "TERMINATION OF EMPLOYMENT" means that event when a person
is no longer employed by the Company or any Affiliate as an employee, advisor,
consultant or otherwise. The Committee may in its discretion determine (a)
whether any leave of absence constitutes a termination of employment for
purposes of the Plan; (b) the impact, if any, of any such leave of absence on
awards theretofore made under the Plan; and (c) when a change in a nonemployee's
association with the Company constitutes a termination of employment for
purposes of the Plan. Such determinations of the Committee shall be final,
binding and conclusive.


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       3.            ADMINISTRATION

              3.1    ADMINISTRATION OF THE PLAN

              Prior to the time that the securities of the Company become
Publicly Traded, the Plan shall be administered by the Board (unless and until
the Board appoints the Committee and the members thereof to administer the
Plan), in which case the term "Committee" when used herein with respect to the
administration of the Plan shall be deemed to mean the Board. After the
securities of the Company become Publicly Traded, the Plan shall be administered
by the Committee.

              3.2    SCOPE OF AUTHORITY

              The Committee shall have the full power and authority to take all
actions and to make all determinations required or provided for under the Plan,
any Award granted or Agreement entered into hereunder, and all such other
actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan, any Award or Agreement entered into hereunder.
Actions of the Committee shall be taken by the vote of a majority of its
members; provided, however, that the Plan shall be administered so that Awards
granted under the Plan will qualify for the benefits provided by Rule 16b-3 (or
any successor rule) under the Exchange Act and section 162(m) of the Code, and
the regulations thereunder. The interpretation and construction by the Committee
of any provision of the Plan or of any Award granted or Agreement entered into
hereunder shall be final and conclusive.

              3.3    NO LIABILITY

              No member of the Board or of the Committee shall be liable for any
action or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Option granted or
Agreement entered into hereunder.

       4.     AWARDS; COMMON STOCK

              4.1    AWARDS

              Awards granted under the Plan may be Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock, Stock Appreciation Rights, and
performance shares, all as more fully set forth herein. No Incentive Stock
Option may be granted to a person who is not an employee of the Company on the
date of grant. Unless otherwise specified in a particular grant, Awards granted
under the Plan are intended to qualify as performance-based compensation for the
purposes of section 162(m) of the Code.

              4.2    COMMON STOCK

              The stock that may be issued pursuant to Awards granted under the
Plan shall be Common Stock, which shares may be treasury shares or authorized
but unissued shares. The number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan shall not exceed in the aggregate
14,000,000 shares of Common Stock, which number of shares is subject to
adjustment as provided herein. If any Award expires, terminates or is terminated
for any reason prior to exercise in full, the shares of Common Stock that were
subject to the unexercised portion of such Award shall be available for future
Awards granted under the Plan. When the exercise price for an Award under this
Plan is paid with previously outstanding shares or with shares as to which the
Award is being exercised, as permitted in section 13, the total number of shares
of stock for which options granted under this Plan


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may thereafter be exercised shall be irrevocably reduced by the total number of
shares for which such option is thus exercised, without regard to the number of
shares received or retained by the Company in connection with that exercise.

       5.     ELIGIBILITY

              Awards may be granted under the Plan to all current and former
officers and executive, administrative, technical or professional employees of
the Company; to current and former consultants of the Company; and to any other
individual whose participation in the Plan is determined to be in the best
interests of the Company by the Committee. An individual may hold more than one
Award, subject to such restrictions as are provided herein.

       6.     EFFECTIVE DATE AND PLAN TERM

              6.1    EFFECTIVE DATE

              The Plan is effective as of August 26, 1996, the date of adoption
by the Board, subject to Stockholders' approval of the Plan within one year of
such Effective Date by a majority of the votes cast at a duly held meeting of
the Stockholders of the Company at which a quorum representing a majority of all
outstanding Common Stock is present, either in person or by proxy, and voting on
the matter, or by written consent in accordance with applicable state law and
the Certificate of Incorporation and By-Laws of the Company and in a manner that
satisfies the requirements of section 162(m) of the Code; provided, however,
that upon approval of the Plan by the Stockholders of the Company, all Awards
granted under the Plan on or after the Effective Date shall be fully effective
as if the Stockholders of the Company had approved the Plan on the Effective
Date. If the Stockholders fail to approve the Plan within one year of such
Effective Date, any Awards granted hereunder shall be null, void and of no
effect.

              6.2    TERM

              The Plan shall terminate on the date ten (10) years after the
Effective Date.

       7.     GRANT OF AWARDS

              7.1    AWARDS

              The Committee shall determine the type or types of Awards to be
made to each Grantee. Awards may be granted singly, in combination or in tandem
subject to restrictions set forth herein. Without limiting the foregoing, the
Committee may at any time amend the terms of outstanding Awards or issue new
Awards in exchange for the surrender and cancellation of outstanding Awards. The
date on which the Committee approves the Award shall be considered the date on
which such Award is granted, unless the Committee approves a separate grant
date. The terms and conditions of the Awards granted under this section shall be
determined from time to time by the Committee, as set forth in the Agreement,
and the conditions herein.

              7.2    NONQUALIFIED OPTIONS

              The Award Price for each share of Common Stock issuable pursuant a
Nonqualified Stock Option shall be set by the Committee, but may not be less
than par value.


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              7.3    INCENTIVE STOCK OPTIONS

              The Award Price for each share of Common Stock issuable pursuant
to an Incentive Stock Option may not be less than the Fair Market Value on the
Grant Date.

              7.4    INCENTIVE STOCK OPTIONS - SPECIAL RULES

              Options granted in the form of ISOs shall be subject to the
following provisions:

              (a) Grant. No Incentive Option shall be granted pursuant to this
                  plan more than ten (10) years after the Effective Date.

              (b) Annual Limit. An Option shall constitute an ISO only to the
                  extent that the aggregate Fair Market Value (determined at the
                  time the Option is granted) of the Common Stock with respect
                  to which ISOs are exercisable for the first time by any
                  Grantee during any calendar year under the Plan and all other
                  plans of the Grantee's employer Company and its parent and
                  Affiliates does not exceed $100,000. This limitation shall be
                  applied by taking Options into account in the order in which
                  such Options were granted.

              (c) 10% Stockholder. If any Grantee to whom an ISO is to be
                  granted pursuant to the provisions of the Plan is, on the date
                  of grant, an individual described in section 422(b)(6) of the
                  Code, then the following special provisions shall be
                  applicable to the Option granted to such individual:

                            (i)  the Award Price of shares subject to such ISO
                                 shall not be less than 110% of the Fair Market
                                 Value of Common Stock on the date of grant; and

                            (ii) the Option shall not have a term in excess of
                                 five (5) years from the date of grant.

              7.5    CHANGES IN LAW

              The Committee may establish rules with respect to, and may grant
to Eligible Employees and Eligible Nonemployees, Options to comply with any
amendment to the Code made after the Effective Date.

              7.6    RELOAD OPTIONS

              Without in any way limiting the authority of the Committee to make
Awards hereunder, the Committee shall have the authority to grant Reload
Options. Any such Reload Option shall be subject to such other terms and
conditions as the Committee may determine. Notwithstanding the above, (i) the
Committee shall have the right, in its sole discretion, to withdraw a Reload
Option to the extent that the grant thereof will result in any adverse
accounting consequences to the Company and (ii) no additional Reload Options
shall be granted upon the exercise of a Reload Option.

       8.     AGREEMENTS

              All Awards granted pursuant to the Plan shall be evidenced by
written Agreements in such form or forms as the Committee shall from time to
time determine. Agreements covering Awards


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need not contain similar provisions; provided, however, that all such Agreements
shall comply with the terms of the Plan and all applicable laws and regulations.
By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the
Award shall be subject to all of the terms and provisions of the Plan and the
applicable Agreement.

       9.     STOCK APPRECIATION RIGHTS

              The Committee shall have the authority to grant SARs to Eligible
Employees and Eligible Nonemployees either alone or in connection with an
Option. SARs granted in connection with an Option shall be granted either at the
time of grant of the Option or by amendment to the Option. SARs granted in
connection with an Option shall be subject to the same terms and conditions as
the related Option and shall be exercisable only at such times and to such
extent as the related Option is exercisable. An SAR granted in connection with
an Option may be exercised only when the Fair Market Value of the Common Stock
of the Company exceeds the Award Price of the related Option. An SAR granted in
connection with an Option shall entitle the Grantee to surrender to the Company
unexercised the related Option, or any portion thereof and to receive from the
Company cash and/or shares of Common Stock equal to that number of shares of
Common Stock having an aggregate value equal to the excess of (i) the Fair
Market Value of one share of Common Stock on the day of the surrender of such
Option over (ii) the Award Price per share of Common Stock multiplied by (iii)
the number of shares of Common Stock that may be exercised under the Option, or
surrendered; provided, however, that no fractional shares shall be issued. An
SAR granted singly shall entitle the Grantee to receive the excess of (i) the
Fair Market Value of a share of Common Stock on the date of exercise over (ii)
the Fair Market Value of a share of Common Stock on the date of grant of the
SAR, multiplied by (iii) the number of SARs exercised. Payment of any fractional
shares of Common Stock shall be made in cash.

       10.    RESTRICTED STOCK

              The Committee may in its sole discretion grant Restricted Stock to
Eligible Employees and Eligible Nonemployees, subject to the following
provisions. At the time a grant of Restricted Stock is made, the Committee shall
establish a period of time (the "Restricted Period") applicable to such
Restricted Stock. Each grant of Restricted Stock may be subject to a different
Restricted Period. The Committee may, in its sole discretion, at the time a
grant of Restricted Stock is made, prescribe restrictions in addition to or
other than the expiration of the Restricted Period, including the satisfaction
of corporate or individual performance objectives, which may be applicable to
all or any portion of the Restricted Stock. Such performance objectives shall be
established in writing by the Committee prior to the ninetieth day of the year
in which the grant is made and while the outcome is substantially uncertain.
Performance objectives shall be based on Common Stock price, market share,
sales, earnings per share, return on equity or costs.

              Performance objectives may include positive results, maintaining
the status quo or limiting economic losses. The Committee also may, in its sole
discretion, shorten or terminate the Restricted Period or waive any other
restrictions applicable to all or a portion of the Restricted Stock. Restricted
Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of during the Restricted Period or prior to the satisfaction of any
other restrictions prescribed by the Committee with respect to such Restricted
Stock.

              10.1   RESTRICTIONS

              A Common Stock certificate representing the number of shares of
Restricted Stock granted shall be held in custody by the Company for the
Grantee's account. The Grantee shall have all


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rights and privileges of a Stockholder as to such Restricted Stock, including
the right to receive dividends and the right to vote such shares, except that
subject to the provisions below, the following restrictions shall apply: (i) The
Grantee shall not be entitled to delivery of the certificate until the
expiration of the Restricted Period; (ii) none of the shares of Restricted Stock
may be sold, transferred, assigned, pledged or otherwise encumbered or disposed
of during the Restricted Period; (iii) the Grantee shall, if requested by the
Company, execute and deliver to the Company, a Common Stock power endorsed in
blank. If a Grantee ceases to be an Employee of the Company prior to the
expiration of the Restricted Period applicable to such shares, shares of
Restricted Stock still subject to restrictions shall be forfeited unless
otherwise determined by the Committee, and all rights of the Grantee to such
shares shall terminate without further obligation on the part of the Company.

              10.2   DELIVERY OF RESTRICTED SHARES

              At the end of the Restricted Period, a Common Stock certificate
for the number of shares of Restricted Stock with respect to which the
restrictions have lapsed shall be delivered (less any amount in satisfaction of
any withholding obligation), free of all such restrictions, except applicable
securities laws, to the Grantee. The Company shall not be required to deliver
any fractional shares of Common Stock but shall pay, in lieu thereof, the Fair
Market Value (as of the date the restrictions lapse) of such fractional share to
the Grantee. Notwithstanding the foregoing, the Committee may authorize the
delivery of the Restricted Stock to a Grantee during the Restricted Period, in
which event any Common Stock certificates in respect of any shares of Restricted
Stock thus delivered to a Grantee during the Restricted Period applicable to
such shares shall bear an appropriate legend referring to the terms and
conditions, including the restrictions, applicable thereto.

       11.    PERFORMANCE SHARES

              The Committee may in its sole discretion grant performance share
awards to such individuals and under such terms and conditions as the Committee
shall determine, subject to the provisions of the Plan. Such an award shall
entitle a Grantee to acquire shares of Common Stock of the Company, or to be
paid the value thereof in cash, as the Committee shall determine, if specified
performance goals are met. Performance shares may be awarded independently of or
in connection with any other Award under the Plan. The Grantee of a performance
share award will have the rights of a shareholder only as to shares for which a
certificate has been issued pursuant to the award and not with respect to any
other shares subject to the award. Except as otherwise may be provided by the
Committee at any time prior to termination of employment, the rights of a
Grantee of a performance share award shall automatically terminate upon the
Grantee's Termination of Employment for any reason.

       12.    AWARD PRICE

              The purchase price of each share of Common Stock subject to an
Award shall be fixed by the Committee and stated in each Agreement.

       13.    TERM, VESTING AND EXERCISE OF AWARDS

              13.1   TERM

              Each Award granted under the Plan shall terminate and all rights
to purchase Common Stock thereunder shall cease upon the expiration of ten (10)
years from the Grant Date, as otherwise provided herein, or on such date prior
thereto as may be fixed by the Committee and stated in the Agreement relating to
such Award; provided, however, that in the event the Grantee would otherwise be



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ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to Common Stock ownership of
more than 10 percent), an Option granted to such Grantee which is intended to be
an Incentive Stock Option shall in no event be exercisable after the expiration
of five years from the Grant Date (collectively, the "Option Term").

              13.2   VESTING

              Unless otherwise expressly provided in an Agreement and approved
by the Committee, Options granted hereunder shall become vested and exercisable
at the following schedule if the Grantee is an Employee on the relevant
anniversary date and has not experienced a Termination of Employment prior to
such anniversary date: no more than 25% of the total number of shares optioned
on the first anniversary of the Grant Date; no more than 50% of the total number
of shares optioned on the second anniversary of the Grant Date; no more than 75%
of the total number of shares optioned on the third anniversary of the Grant
Date; and 100% of the total number of shares optioned on and after the fourth
anniversary of the Grant Date. All Awards that do not vest are forfeited.

              13.3   EXERCISE BY GRANTEE

              Only the Grantee receiving an Award (or, in the event of the
Grantee's legal incapacity or incompetency, the Grantee's guardian or legal
representative, and in the case of the Grantee's death, the Grantee's estate)
may exercise the Award.

              13.4   LIMITATIONS ON EXERCISE AND SALE; FORFEITURE

              The Committee, subject to the terms and conditions of the Plan,
may in its sole discretion provide in an Agreement that an Option may not be
exercised in whole or in part for any period or periods of time during which
such Option is outstanding as the Committee shall determine (and as set forth in
the Agreement relating to such Option). Any such limitation on the exercise of
an Option contained in any Agreement may be rescinded, modified or waived by the
Committee, in its sole discretion, at any time and from time to time after the
date of grant of such Option. The Committee may also include such other terms
and conditions as it deems effect the purpose of the Plan and are in the best
interest of the Company.

              13.5   METHOD OF EXERCISE

              (a) Payment. An Award that is exercisable hereunder may be
exercised by delivery to the Company on any business day, at its principal
office addressed to the attention of the Committee (or such other person
identified in an Agreement), of written notice of exercise, which notice shall
specify the number of shares for which the Award is being exercised, and shall
be accompanied by payment in full of the Award Price of the shares of Common
Stock for which the Award is being exercised. Payment of the Award Price for the
shares of Common Stock purchased pursuant to the exercise of an Award shall be
made, as determined by the Committee and set forth in the Agreement pertaining
to an Award, (i) in cash or by certified check payable to the order of the
Company; (ii) to the extent the Company is not prohibited from purchasing or
acquiring shares of Common Stock, through the tender to the Company of shares of
Common Stock, which shares shall be valued, for purposes of determining the
extent to which the Award Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (iii) by a combination of the methods
described in sections 13.5(a)(i) and (ii) hereof, or such other method permitted
by the Committee; provided, however, that the Committee may in its discretion at
any time impose such limitations or prohibitions on the use of shares of Common
Stock to exercise Awards as it deems appropriate. If and while payment with
Common Stock is permitted for the exercise of an Award


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granted under this Plan in accordance with the foregoing provision, the
instrument evidencing the Award may also provide that, in lieu of using
previously outstanding shares therefore, the Grantee may pay the Award Price by
directing the Company to retain so many of the underlying shares as have a
market value on the date of exercise equal to the Award Price, and any such
exercise will cause the surrender and cancellation of the Award to the extent of
the shares so retained by the Company.

              As soon as practical after receipt of the foregoing written notice
of exercise, full payment of the Award Price, and full payment of all amounts
due to satisfy any applicable tax withholding requirements (which the Grantee
shall be required to pay in cash, rather than by application of shares of Common
Stock otherwise deliverable upon exercise of the Award), the Company shall
deliver to the Grantee, in the Grantee's name, a certificate evidencing the
number of shares of Common Stock purchased upon exercise of the Award. An
attempt to exercise any Award granted hereunder other than as set forth above
shall be invalid and of no force and effect.

              An Agreement may provide that on and after the date shares of
Common Stock are publicly traded on an established securities market, payment in
full of the Award Price need not accompany the written notice of exercise
provided the notice directs that the Common Stock certificate or certificates
for the shares for which the Award is exercised be delivered to a licensed
broker acceptable to the Company as the agent for the individual exercising the
Award and, at the time such Common Stock certificate or certificates are
delivered, the broker tenders to the Company cash (or cash equivalents
acceptable to the Company) equal to the Award Price.

              (b) Rights. Except as provided in section 10.1, an individual
holding or exercising an Award shall have none of the rights of a Stockholder
until the shares of Common Stock covered thereby are fully paid and issued to
such individual and, except as provided in section 21 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date of such issuance.

              13.6   FINANCIAL ASSISTANCE

              The Company is vested with authority under this Plan to assist any
Employee to whom an Award is granted hereunder in the payment of the Award Price
payable on exercise of the Award, by lending part or all of the amount of such
Award Price to such Employee on such terms and at such rates of interest and
upon such security (or no security) as shall have been authorized by or under
authority of the Committee. The Company is under no obligation to provide such
assistance, however.

       14.    TRANSFERABILITY OF AWARDS; COMPANY'S RIGHT OF FIRST PURCHASE

              14.1   TRANSFERABILITY

              Unless otherwise expressly provided in an Agreement, no Award
granted under the Plan may be sold, transferred, pledged, assigned, hypothecated
or otherwise alienated, other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order, as defined
under the Code or the Employee Retirement Income Security Act, as amended, or
the rules thereunder. The designation of a beneficiary with respect to an Award
shall not constitute a transfer for purposes of this section.

              14.2   RIGHT OF FIRST PURCHASE


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              While and so long as the securities of the Company have not been
Publicly Traded for at least ninety (90) days, any Common Stock issued on
exercise of any Award granted under this Plan shall be subject to the Company's
right of first purchase. By virtue of that right, (a) such Common Stock may not
be transferred during the Grantee's lifetime to any person other than the
Grantee's spouse, brothers/sisters, parents or other ancestors, and children and
other direct descendants of that individual or of his or her spouse ("Immediate
Family"); a partnership whose members are the Grantee and/or members of the
Grantee's Immediate Family; or a trust for the benefit of the Grantee and/or
members of the Grantee's Immediate Family, unless such transfer occurs within
fifteen (15) days following the expiration of thirty (30) days after the Company
has been given a written notice which correctly identified the prospective
transferee or transferees and which offered the Company an opportunity to
purchase the Common Stock at its Fair Market Value in cash, and such offer was
not accepted within thirty (30) days after the Company's receipt of that notice;
and (b) upon the Grantee's death, the Company shall have the right to purchase
all or some of such Common Stock at its Fair Market Value within nine (9) months
after the date of death. This right of first purchase shall continue to apply to
any such Common Stock after the transfer during the Grantee's lifetime of that
Common Stock to a member of the Grantee's Immediate Family or to a family
partnership or trust as aforesaid, and after any transfer of that Stock with
respect to which the Company expressly waived its right of first purchase
without also waiving it as to any subsequent transfers thereof, but it shall not
apply after a transfer of that Common Stock with respect to which the Company
was offered but did not exercise or waive its right of first purchase or more
than nine months after the Grantee's death. The Company may assign all or any
portion of its right of first purchase to any one or more of its Stockholders,
or to a pension, retirement or savings plan for Employees of the Company, who
may then exercise the right so assigned. Stock certificates evidencing Common
Stock subject to this right of first purchase shall be appropriately legended to
reflect that right.

       15.    TERMINATION OF EMPLOYMENT

              In the case of Termination of Employment, unless otherwise
provided in an Agreement and other than upon death or Disability (as hereafter
defined), Awards otherwise exercisable on the date of the Termination of
Employment will remain exercisable for a period of three (3) months. If, on the
date of the Termination of Employment, the Grantee is not entitled to exercise
the Grantee's entire Award, the Common Stock covered by the unexercisable
portion of the Award shall revert to the Plan. If, after Termination of
Employment, the Grantee does not exercise the Award within the time prescribed,
the Award shall terminate and the Common Stock covered by such Award shall
revert to the Plan. For purposes of the Plan, a Termination of Employment with
the Company or an Affiliate shall not be deemed to occur if the Grantee is
immediately thereafter employed with the Company or any Affiliate.

       16.    RIGHTS IN THE EVENT OF DEATH OR DISABILITY

              16.1   DEATH

              If a Grantee dies while employed by the Company or an Affiliate,
the executors, administrators, legatees or distributees of such Grantee's estate
shall have the right (subject to the general limitations on exercise set forth
in section 13 hereof), at any time within one (1) year (unless otherwise
provided in an Agreement) after the date of such Grantee's death and prior to
the end of the Award Term, to exercise any Award held by such Grantee at the
date of such Grantee's death, to the extent such Award was otherwise exercisable
immediately prior to such Grantee's death.

              16.2   DISABILITY


<PAGE>   12


              If a Grantee experiences a Termination of Employment with the
Company or an Affiliate by reason of a "permanent and total disability" within
the meaning of Section 22(e)(3) of the Code ("Disability") of such Grantee, then
such Grantee shall have the right (subject to the general limitations on
exercise set forth in section 13 hereof), at any time within one (1) year
(unless otherwise provided in an Agreement) after such Termination of Employment
and prior to the expiration of the Award Term, to exercise, in whole or in part,
any Award held by such Grantee at the date of such Termination of Employment, to
the extent such Award was exercisable immediately prior to such Termination of
Employment.

       17.    USE OF PROCEEDS

              The proceeds received by the Company from the sale of Common Stock
pursuant to Awards granted under the Plan shall constitute general funds of the
Company.

       18.    SECURITIES LAWS

              The Company shall not be required to sell or issue any Award or
shares of Common Stock under any Award if the sale or issuance of such Award or
shares would constitute a violation of any provisions of any law or regulation
of any governmental authority, including, without limitation, any federal or
state securities laws or regulations. If at any time the Company shall
determine, in its discretion, that the listing, registration or qualification of
any shares subject to the Award upon any securities exchange or under any state
or federal law, or the consent of any government regulatory body, is necessary
or desirable as a condition of, or in connection with, the issuance or purchase
of shares, the Award may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company, and
any delay caused thereby shall in no way affect the date of termination of the
Award. Specifically in connection with the Securities Act, upon exercise of any
Award, unless a registration statement under the Securities Act is in effect
with respect to the shares of Common Stock covered by such Award, the Company
shall not be required to sell or issue such shares unless the Company has
received evidence satisfactory to the Company that the Grantee may acquire such
shares pursuant to an exemption from registration under the Securities Act. Any
determination in this connection by the Company shall be final and conclusive.
The Company may, but shall in no event be obligated, to register any securities
covered hereby pursuant to the Securities Act. The Company shall not be
obligated to take any affirmative action in order to cause the exercise of an
Award or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that an Award shall not be exercisable unless and until
the shares of Common Stock covered by such Award are registered or are subject
to an available exemption from registration, the exercise of such Award (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

       19.    EXCHANGE ACT: RULE 16B-3

              19.1   GENERAL

              The Plan is intended to comply with Rule 16b-3 (and any successor
thereto) ("Rule 16b-3") under the Exchange Act. Any provision or action
inconsistent with Rule 16b-3 shall, to the extent permitted by law and
determined to be advisable by the Committee, be inoperative and void.

              19.2   RESTRICTION ON TRANSFER OF COMMON STOCK


<PAGE>   13



              Unless otherwise permitted under an exemption under Rule 16b-3, no
officer or other "insider" of the Company subject to section 16 of the Exchange
Act shall be permitted to sell Common Stock (which such "insider" had received
upon exercise of an Award) during the six months immediately following the grant
of such Award.

       20.    AMENDMENT AND TERMINATION

              The Board may, at any time and from time to time, amend, suspend
or terminate the Plan or an Agreement governing any Award that has not vested;
provided, however, that no amendment by the Board shall, without approval by a
majority vote of the votes cast at a duly held meeting of the Stockholders of
the Company at which a quorum representing a majority of all outstanding Common
Stock is present, either in person or by proxy, and voting on the amendment, or
by written consent in accordance with applicable state law and the Certificate
of Incorporation and By-Laws of the Company, materially change the requirements
as to eligibility to receive Awards or increase the maximum number of shares of
Common Stock in the aggregate that may be sold pursuant to Awards granted under
the Plan (except as permitted under section 21 hereof). Except as permitted
under this Plan, no amendment, suspension or termination of the Plan or an
Agreement shall, without the consent of the Grantee, alter or impair rights or
obligations under any vested Award.

       21.    EFFECT OF CHANGES IN CAPITALIZATION

              21.1   CHANGES IN COMMON STOCK

              If the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or securities of the Company, whether through
reorganization, recapitalization, reclassification, stock dividend or other
distribution, split, reverse split, combination of interest, exchange of
interests, change in corporate structure or the like, an appropriate and
proportionate adjustment shall be made in the number and kind of shares of
Common Stock subject to the Plan and in the number, kind and per share exercise
price of shares of Common stock subject to unexercised Awards, or portions
thereof granted prior to any such change. In the event of any such adjustment in
an outstanding Award, the Grantee thereafter shall have the right to purchase
the number of shares of Common Stock under such Award at the per share price, as
so adjusted, which the Grantee could purchase at the total purchase price
applicable to the Award immediately prior to such adjustment.

              21.2   REORGANIZATION WITH COMPANY SURVIVING

              Subject to section 20, if the Company shall be the surviving
entity in any reorganization, merger, consolidation or the like of the Company
with one or more other entities, any Award theretofore granted pursuant to the
Plan shall apply to the securities resulting immediately following such
reorganization, merger, consolidation or the like, with a corresponding
proportionate adjustment of the number of shares and Award Price per share so
that the aggregate number of shares and Award Price thereafter shall be the same
as the aggregate share number and Award Price immediately prior to such
reorganization, merger, consolidation or the like.

              21.3   OTHER REORGANIZATIONS; SALE OF ASSETS OR COMMON STOCK

              Unless otherwise provided in an Agreement, upon the dissolution or
liquidation of the Company, or upon a merger, consolidation or reorganization of
the Company with one or more other entities in which the Company is not the
surviving entity, or upon a sale of substantially all of the assets of the
Company to another entity, or upon any transaction (including, without
limitation, a merger or


<PAGE>   14


reorganization in which the Company is the surviving entity) approved by the
Board that results in any person or entity (other than persons who are holders
of Common Stock of the Company at the time the Plan is approved by the
Stockholders and other than an Affiliate) owning fifty (50) percent or more of
the combined voting power of all classes of Common Stock of the Company, the
Plan and all Awards outstanding hereunder shall terminate on the date of such
transaction, except to the extent provision is made in connection with such
transaction for the continuation of the Plan and/or the assumption of the Awards
theretofore granted, or for the substitution for such Awards of new awards
covering the Common Stock of a successor entity, or a parent or Affiliate
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Awards theretofore granted shall
continue in the manner and under the terms so provided. In the event of any such
termination of the Plan, each Grantee shall have the right (subject to the
general limitations on exercise set forth in section 13 hereof and except as
otherwise specifically provided in the Agreement relating to such Award),
immediately prior to the occurrence of such termination and during such period
occurring prior to such termination as the Committee in its sole discretion
shall designate, to exercise such Award in whole or in part, to the extent such
Award was otherwise exercisable at the time such termination occurs. The
Committee shall send written notice of an event that will result in such a
termination to all Grantees not later than the time at which the Company gives
notice thereof to its stockholders. Notwithstanding anything herein to the
contrary, the Committee in its discretion may provide for the acceleration of
the vesting of any Award in the case of a merger, a significant sale of the
common stock or assets of the Company (as determined by the Committee).

              21.4   ADJUSTMENTS

              Adjustments under this Section 21 relating to Common Stock or
securities of the Company shall be made by the Committee, whose determination in
that respect shall be final and conclusive. No fractional shares of Common Stock
or units of other securities shall be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share or unit.

              21.5   NO LIMITATIONS ON COMPANY

              The grant of an Award pursuant to the Plan shall not affect or
limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

       22.    WITHHOLDING

              The Company or an Affiliate may be obligated to withhold federal
and local income taxes and Social Security taxes to the extent that an Grantee
realizes income in connection with the exercise of an Award. The Company or a
Affiliate may withhold amounts needed to cover such taxes from payments
otherwise due and owing to an Grantee, and upon demand the Grantee will promptly
pay to the Company or a Affiliate having such obligation any additional amounts
as may be necessary to satisfy such withholding tax obligation. Such payment
shall be made in cash or cash equivalents. The Company may also withhold shares
or amounts payable to a Grantee pursuant to court order.

       23.    DISCLAIMER OF RIGHTS

              The existence of this Plan does not, and no provision in the Plan
or in any Award granted or Agreement entered into pursuant to the Plan shall be
construed to, create an employment contract;


<PAGE>   15


confer upon any individual the right to receive an Award; permit a Grantee to
remain in the employ of the Company or alter a Grantee's status as an at-will
employee; or allow the Grantee to interfere in any way with the right and
authority of the Company either to increase or decrease the compensation of any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company. The obligation of the Company to pay any
benefits pursuant to the Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be interpreted to require
the Company to transfer any amounts to a third party trustee or otherwise hold
any amounts in trust or escrow for payment to any Grantee or beneficiary under
the terms of the Plan.

       24.    NONEXCLUSIVITY

              Neither the adoption of the Plan nor the submission of the Plan to
the Stockholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of Common Stock options otherwise
than under the Plan.

       25.    GOVERNING LAW

              This Plan and all Agreements shall be executed and performed
under, and all Awards to be granted hereunder shall be provided under and
governed by, the laws of the Commonwealth of Virginia (but not including the
choice of law rules thereof). Any disputes concerning the Plan or an Agreement
shall be brought before the federal or state courts of the Commonwealth of
Virginia.

       26.    BINDING EFFECT

              Subject to all restrictions provided in this Plan and all
applicable laws, this Plan and all Agreements hereunder shall be binding on and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.

       27.    DISMISSAL FOR CAUSE

              Notwithstanding any other provision in this Plan or an Agreement,
in the event that a Grantee's employment is terminated by reason of a Dismissal
for Cause, the Award shall expire on the day immediately preceding the date of
the Termination of Employment. "Dismissal for Cause" means Termination of
Employment for: (a) theft or embezzlement of property of the Company; (b) fraud
or other wrongdoing against the Company; (c) a conviction of a crime of moral
turpitude; (d) receipt of consideration or acceptance of benefits from, or the
participation in business activities with, persons doing business with the
Company in violation of the business ethics of the Company; (e) malicious
destruction of property of the Company; (f) improper disclosure of confidential
information of the Company; (g) actively engaging in or working for a business
in competition with the Company while employed by the Company; or (h) such other
reason that has a material adverse effect on the Company. The Committee shall
have the sole discretion to determine whether a Termination of Employment has
occurred by reason of Dismissal for Cause.

       28.    MISCELLANEOUS REQUIREMENTS

              28.1   OTHER AWARD PROVISIONS


<PAGE>   16


              Awards granted under the Plan shall contain such other terms and
provisions that are not inconsistent with this Plan as the Committee may
authorize in its discretion, providing for (a) special vesting schedules
governing the exercisability of an Award; (b) provisions for acceleration of
such vesting schedules in certain events; (c) arrangements whereby the Company
may fulfill any tax obligations for Employees in connection with an Award; (d)
provisions imposing restrictions upon the transferability of stock acquired on
exercise of such Award, whether required by this Plan or applicable securities
laws or imposed for other reasons; and (e) provisions regarding the termination
or survival of any such Award upon the Grantee's death, retirement or other
termination of employment and the extent, if any, to which any such Award may be
exercised after such event. Any dispute concerning an Award must be brought in
the federal or state courts of Virginia. In interpreting any inconsistencies,
gaps or discrepancies between or among any documents, the Plan shall control
over an Agreement (unless there is an express specific exception in an Agreement
to the Plan), and an Agreement shall control over any letter or other notice or
document describing a grant of an Award.

              28.2          CONSENTS

              If the Committee shall at any time determine that any Consent (as
hereafter defined) is necessary or desirable as a condition of, or in connection
with, the granting of any Award under the Plan, the issuance or purchase of
shares or other rights thereunder, or the taking of any other action thereunder
("Plan Action"), then such Plan Action shall not be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Committee. "Consent" with respect to any Plan Action means
(a) any and all listings, registrations or qualifications in respect thereof
upon any securities exchange or under any federal, state or local law, rule or
regulation; (b) any and all written agreements and representations by the
Grantee with respect to the disposition of shares of Common Stock, or with
respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration, or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made; and (c) any and all other
consents, clearances and approvals in respect of a Plan Action.

              28.3          NOTICE

              Any notice required to be given to the Company hereunder shall be
in writing and shall be addressed to Corporate Secretary, Proxicom, Inc. 11600
Sunrise Valley Drive, Reston, Virginia 20191, or at such other address the
Company may hereafter designate to the Grantee. Any notice to be given to the
Grantee hereunder shall be addressed to the Grantee at the address set forth
beneath his/her signature hereto, or as such other address as the Grantee may
hereafter designate to the Company by notice as provided herein. A notice shall
be deemed to have been duly given when personally delivered or mailed by
registered mail or certified mail to the party entitled to receive it.

              28.4   NOTICE OF SECTION 83(b) ELECTION AND DISQUALIFYING
                     DISPOSITION

              If any Grantee shall, in connection with the acquisition of Common
Stock make the election permitted under section 83(b) of the Code (i.e., an
election to include in gross income in the year of transfer the amounts
specified in section 83(b)), such Grantee shall notify the Company within ten
(10) days of filing the notice of election with the Internal Revenue Service.
Further, Grantee must notify the Company of any disposition of any Common Stock
issued pursuant to the exercise of such Award under the circumstances described
in section 421(b) of the Code (relating to certain disqualifying dispositions)
within 10 days of such disposition.


<PAGE>   17


              The Plan was duly adopted and approved by the Board on August 26,
1996 and was duly adopted and approved by the Stockholders of the Company on
August 26, 1996.



                                               /s/ Christopher Capuano
                                               ---------------------------------

                                               Christopher Capuano
                                               Proxicom, Inc.
                                               General Counsel and Secretary