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                                                                    Exhibit 10.2

                                 PROXICOM, INC.

                             1997 STOCK OPTION PLAN

                                       FOR

                              NONEMPLOYEE DIRECTORS

1.   ESTABLISHMENT, PURPOSE, DURATION

     (a) Establishment of the Plan. Proxicom, Inc. (the "Company") hereby
establishes this 1997 Stock Option Plan for Nonemployee Directors (the "Plan").
The Plan permits the grant of Nonqualified Stock Options, subject to the terms
set forth herein.

     (b) Purpose of the Plan. The purpose of the Plan is to promote the
interests of the Company by linking the personal interests of Nonemployee
Directors to those of the Company stockholders and to attract and retain
Nonemployee Directors of the highest caliber.

     (c) Duration of the Plan. The Plan shall continue in effect following the
Effective Date until all Common Stock subject to options granted under the Plan
have been purchased or acquired in accordance with the provisions of the Plan or
until the Board of Directors terminates the Plan, as provided herein.

2.   DEFINITIONS

Capitalized terms used and not otherwise defined in the Plan shall have the
meanings set forth below:

     (a) "Administrator" shall mean the Secretary, or such individual designated
by the Board.

     (b) "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.

     (c) "Beneficial Owner" has the meaning given such term in Rule 13d-3 under
the Exchange Act, as amended from time to time.

     (d) "Board" means the Board of Directors of the Company, as constituted
from time to time.

     (e) "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

     (f) "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".

     (g) "Common Stock" means common stock, par value $.01 per share, issued by
the Company.

     (h) "Company" means Proxicom, Inc. a Delaware corporation, and its
Affiliates.

     (i) "Director" means any individual who is a member of the Board.

     (j) "Disability" means a permanent and total disability within the meaning
of section 22(e)(3) of the Code.

     (k) "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

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Agreement shall include the rules and regulations thereunder, and any successor
provisions thereto.

     (l) "Fair Market Value" means the value of each share of Stock subject to
the Plan determined as follows: If on the Grant Date or other determination date
the Stock is listed on an established national or regional stock exchange, is
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System, or is Publicly Traded on an established securities
market, the Fair Market Value of the Stock shall be the closing price of the
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 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, if no sale of the Stock is reported for such trading day,
on the next preceding day on which any sale shall have been reported. If the
Stock is 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 in good faith.

     (m) "Grant Date" means the date on which an Option grant takes effect.

     (n) "Nonemployee Director" means a director of the Company who is not also
an employee of the Company.

     (o) "Nonqualified Stock Option" or "Option" means an option to purchase
Common Stock granted in accordance with section 6 herein.

     (p) "Option Agreement" means an agreement between the Company and a
Nonemployee Director setting forth the terms and provisions applicable to an
Option granted to that Nonemployee Director under the Plan.

     (q) "Option Price" means the price at which a share of Common Stock may be
purchased upon the exercise of an Option.

     (r) "Participant" means a Nonemployee Director who holds one or more
outstanding Options.

     (s) "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

     (t) "Secretary" shall mean the General Counsel and Secretary of the
Company.

     (u) "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.

3.   ADMINISTRATION

     (a) Administration. The Plan shall be administered by the Board. The Board
shall have all powers vested in it by the terms of the Plan, such powers to
include authority to prescribe the form of the agreement embodying awards of
stock options made under the Plan and the power to determine the restrictions,
if any, on the ability of participants to earn-out and to dispose of any stock
issued in connection with the exercise of any Options granted pursuant to the
Plan. The Board shall have the full power, discretion and authority to interpret
the Plan in a manner consistent with the provisions of the Plan; except that, in
no event shall the Board have the power to determine eligibility for
participation under the Plan or to determine the number, price, vesting period
or timing of Options to be granted under the Plan (all of which determination
are automatic under the terms of the Plan). The Board may authorize the
Committee and/or the Administrator to execute and deliver all documents to be
delivered by the Board pursuant to the Plan. No member of the Board shall be
liable for anything done or omitted to be done by such member or by any other

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member of the Board in connection with the Plan, except for such member's own
willful misconduct or as expressly provided by statute.

     (b) Decisions Binding. All determinations and decisions made by the Board
pursuant to the provisions of the Plan shall be final, conclusive and binding on
all Participants and their beneficiaries, the Company, its stockholders and
employees.

4.   COMMON STOCK SUBJECT TO THE PLAN

     (a) Number of Shares. Subject to adjustment in accordance with section
4(c), the total number of shares of Common Stock with respect to which Options
may be granted under the Plan is 1,200,000 (which number reflects the 2 for 1
split that occurred February 24, 2000). The grant of an Option shall reduce the
Common Stock available for grant under the Plan by the number of shares of
Common Stock subject to that Option. The Common Stock subject to Options granted
under the Plan may be either authorized but unissued Common Stock or Common
Stock that has been or may be reacquired by the Company.

     (b) Lapsed Options. If any Option granted under the Plan terminates,
expires or lapses for any reason without being exercised, all Common Stock
subject to that Option again shall be available for grant under the Plan.

     (c) Effect of Changes in Capitalization

          (i) 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 Options, or
portions thereof granted prior to any such change. In the event of any such
adjustment in an outstanding Option, the Participant thereafter shall have the
right to purchase the number of shares of Common Stock under such Option at the
per share price, as so adjusted, which the Participant could purchase at the
total purchase price applicable to the Option immediately prior to such
adjustment.

          (ii) Reorganization With Company Surviving. 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 Option 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 Common Stock and Option
Price per share so that the aggregate number of Common Stock and Option Price
thereafter shall be the same as the aggregate share number and Option Price
immediately prior to such reorganization, merger, consolidation or the like.

          (iii) Other Reorganizations; Sale of Assets or Common Stock. Unless
otherwise provided in an Option 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 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 Options 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
Options theretofore granted, or for the substitution for such Options of new
Options covering the Common Stock of a successor entity, or a parent or
Affiliate thereof, with appropriate adjustments as to the number and


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kinds of Common Stock and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, each Participant
shall have the right (subject to the general limitations on exercise set forth
in section 6 hereof and except as otherwise specifically provided in the
Agreement relating to such Option), immediately prior to the occurrence of such
termination and during such period occurring prior to such termination as the
Board in its sole discretion shall designate, to exercise such Option in whole
or in part whether or not such Option was otherwise exercisable at the time such
termination occurs. The Board shall send written notice of an event that will
result in such a termination to all Participants not later than the time at
which the Company gives notice thereof to its stockholders.

     (d) Adjustments under this Section related to stock or securities of the
Company shall be made by the Board, 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.

     (e) The grant of an Option 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.

5.   ELIGIBILITY AND PARTICIPATION

     (a) Eligibility. Persons eligible to participate in the Plan are limited to
persons who are Nonemployee Directors on the date of each grant of Options in
accordance with section 6. The adoption of this Plan shall not be deemed to give
any Director any right to be granted an option except to the extent, and upon
such terms and conditions, as provided in the Plan or as may be determined by
the Board.

     (b) Participation. Nonemployee directors shall become Participants upon
their receipt of grants of Options in accordance with section 6.

6.   NONQUALIFIED STOCK OPTIONS

     (a) Initial Grant of Options. Each person who is a Nonemployee Director
immediately following the establishment of the Plan shall be granted an Option
to purchase 35,000 shares of Common Stock at the Fair Market Value. Each person
who first becomes a Nonemployee Director after the establishment of the Plan and
prior to April 1, 2000 shall be granted an initial Option to purchase 35,000
shares of Common Stock, effective as of the date such person first becomes a
Nonemployee Director. Each person who first becomes a Nonemployee on or after
April 1, 2000 shall be granted an initial Option to purchase 45,000 shares of
Common Stock, effective as of the date such person first becomes a Nonemployee
Director.

     (b) Subsequent Grants of Options. Each Nonemployee Director who is then
serving as a member of the Board as of the adjournment of the third Annual
Meeting which occurs after the Nonemployee Director received a grant of an
Option pursuant to Section 6(a) or a prior grant of an Option pursuant to this
Section 6(b) shall automatically receive an Option for another 45,000 shares of
Common Stock.

     (c) Limitation on Grant of Options. Except for the Options specified in
sections 6(a) and (b) herein, no Options shall be granted under the Plan.
Options granted under the Plan are not intended to be incentive stock options,
as defined in section 422 of the Code.

     (d) Option Agreement. Each Option granted in accordance with section 6(a)
and (b) shall be evidenced by an Option Agreement that shall specify the Option
Price, the duration of the Option, the number of shares of Common Stock subject
to the Option, the vesting schedule applicable to the Option, and such


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other provisions as the Board shall determine. By accepting any Option or other
benefit under the Plan, each Participant and each person claiming or through
such person shall be conclusively deemed to have indicated his/her acceptance
and ratification of, and consent to, any action taken under the Plan by the
Company or the Board.

     (e) Option Price. The Option Price applicable to Common Stock subject to an
Option granted in accordance with sections 6(a) and (b) shall be the Fair Market
Value of a share of Common Stock on the date the grant of the Option is
effective; provided, however that if the Director's commencement of service is
as of the closing of the Company's initial public offering of Common Stock, the
Fair Market Value shall be the price at which the Common Stock was offered for
sale in such initial public offering.

     (f) Duration of the Option. Each Option shall expire on the tenth (10th)
anniversary of the effective date of its grant, unless earlier terminated in
accordance with the Plan.

     (g) Vesting. Except as otherwise provided in an Option Agreement, Options
granted hereunder shall become vested and exercisable on the following schedule:
33% of the total number of shares optioned on and after the first anniversary of
the Grant Date; 66% of the total number of shares optioned on and after the
second anniversary of the Grant Date; and 100% of the total number of shares
optioned on and after the third anniversary of the Grant Date. Unless earlier
terminated pursuant to the provisions of the Plan or this Agreement, the
unexercised portion of the Option shall expire and cease to be exercisable at
12:01 a.m. on the tenth anniversary of the Grant Date. All Options that do not
vest are forfeited.

     (h) Termination. All nonvested options granted to a person shall
automatically be forfeited by such person if such person shall cease to be a
Director for reasons other than death and the former Participant shall be
entitled to no further right or benefit with respect to the Options. All vested
Options held by that former Participant shall remain exercisable until the date
those Options expire under the Plan. In the event the Nonemployee Director
ceases to be a Director by reason of death, the total number of shares of Common
Stock covered by the Option shall thereupon become exercisable. In the event of
the death of a Participant, all Options then held by the decedent that are
exercisable immediately following the death shall remain exercisable until the
first anniversary of the date of death or until the Options expire under the
Plan, whichever period is shorter, by the person who has acquired the
Participant's rights under the Option by will or by the laws of descent and
distribution.

     (i) (i) Payment. An Option 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 Administrator (or such other person identified
in an Agreement), of written notice of exercise, which notice shall specify the
number of shares for which the Option is being exercised, and shall be
accompanied by payment in full of the Option Price of the shares of Common Stock
for which the Option is being exercised. Payment of the Option Price for the
shares of Common Stock purchased pursuant to the exercise of an Option shall be
made, as determined by the Board and as set forth in the Agreement pertaining to
an Option, (x) in cash or by certified check payable to the order of the
Company; (y) 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 Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (z) by a combination of the methods described
in (x) and (y) hereof, or such other method permitted by the Board; provided,
however, that the Board may in its discretion at any time impose such
limitations or prohibitions on the use of shares of Common Stock to exercise
Options as it deems appropriate.

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
Option Price need not accompany the written notice of exercise provided the

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notice directs that the Common Stock certificate or certificates for the shares
for which the Option is exercised be delivered to a licensed broker acceptable
to the Company as the agent for the individual exercising the Option 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 Option Price.

          (ii) Rights. Except as otherwise provided herein, an individual
holding or exercising an Option 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 4 hereof, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date of such issuance.

     (j) Restrictions on Share Transferability. The Board shall impose such
restrictions on any Options and Common Stock acquired upon the exercise of any
Options under the Plan as it many deem advisable, including, without limitation,
restrictions under applicable federal securities laws, the requirements of the
New York Stock Exchange, and any blue sky or state securities laws applicable to
the Options and Shares; except that no such restriction shall be imposed if the
effect of the restriction would cause the Plan not to comply with the
requirements of 16b-3 of the Exchange Act.

     (k) Nontransferability of Options. Except as provided in this section 6(k),
during the lifetime of an Optionee, only the Optionee (or, in the event of legal
incapacity or incompetency, the Optionee's guardian or legal representative) may
exercise an Option. Except as provided in this section 6(k), no Option shall be
assignable or transferable by the Optionee to whom it is granted, other than by
will or the laws of descent and distribution. An Optionee may transfer all or
part of an Option to (i) any Immediate Family Member, (ii) a trust or trusts for
the exclusive benefit of any Immediate Family Member, (iii) a partnership in
which the Optionee is a partner (but only with the consent of the Committee), or
(iv) a partnership in which Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, and (y)
subsequent transfers of transferred Options are prohibited except those in
accordance with this section 6(k) or by will or the laws of descent and
distribution. Following transfer, any such Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of section 6(k) hereof the term "Optionee"
shall be deemed to refer the transferee. The events of termination in section
6(h) hereof shall continue to be applied with respect to the original Optionee,
following which the Option shall be exercisable by the transferee only to the
extent, and for the periods specified in section 6(f). For purposes of the Plan,
the term "Immediate Family Member" shall include the spouse, brothers/sisters,
parents or other ancestors, and children and other direct descendants of the
Optionee.

     (l) Right of First Purchase. 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 Option granted under this Plan shall be subject
to the Company's right of first purchase. By virtue of that right, (i) such
Common Stock may not be transferred during the Participant's lifetime to any
person other than an Immediate Family Member; a partnership whose members are
the Participant and/or Immediate Family Members; or a trust for the benefit of
the Participant and/or Immediate Family Members, 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 (ii) upon the Participant'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
Participant's lifetime of that Common Stock to an Immediate Family Member 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

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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 Participant'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.

7.   ADDITONAL RIGHTS IN CERTAIN EVENTS

     (a) Definitions. For the purposes of this section 7, the following terms
shall have the following meanings:

          (i) "Person" shall be used as that terms is used in section 13(d) and
14(d) of the Exchange Act.

          (ii) "Beneficial Ownership" shall be determined as provided in Rule
13d-3 of the Exchange Act.

          (iii) A specified percentage of "Voting Power" of a company shall mean
such number of the Voting Shares as shall enable the holders thereof to cast
such percentage of all the votes which could be cast in an annual election of
directors (without consideration of the rights of any class of stock other than
the common stock of the company to elect directors by a separate class vote);
and "Voting Shares" shall mean all securities of a company entitling the holders
thereof to vote in an annual election of directors (without consideration of the
rights of any class of stock other than the common stock of the company to elect
directors by a separate class vote).

          (iv) "Section 7 Event" shall mean, in the discretion of the Committee,
the date upon which any of the following events occurs: (y) the Company acquires
actual knowledge that any Person other than the Company, an Affiliate or any
employee benefit plan sponsored by the Company or an Affiliate has acquired the
Beneficial Ownership, directly or indirectly, of securities of the Company
entitling the Person to more than 50% of the Voting Power of the Company; and
(z) the stockholders of the Company shall approve a merger, consolidation, share
exchange, division or sale or other disposition of assets of the Company as a
result of which the stockholders of the Company immediately prior to such
transaction do not hold, directly or indirectly, immediately following such
transaction, a majority of the Voting Power of (I) in the case of a merger or
consolidation, the surviving or resulting corporation, (II) in the case of a
division or a sale or other disposition of assets, each surviving, resulting or
acquiring corporation which, immediately following the transaction, holds more
than 50% of the consolidated assets of the Company immediately prior to the
transaction.

     (b) Acceleration of Exercise. Notwithstanding anything to the contrary in
the Plan, in case any Section 7 Event occurs, all outstanding Options shall
become immediately and fully exercisable whether or not otherwise exercisable by
their terms.

8.   SECURITIES LAWS

The Company shall not be required to sell or issue any Option or shares of
Common Stock under any Option if the sale or issuance of such Option 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 Option 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 Option 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


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caused thereby shall in no way affect the date of termination of the Option.
Specifically in connection with the Securities Act, upon exercise of any Option,
unless a registration statement under the Securities Act is in effect with
respect to the shares of Common Stock covered by such Option, the Company shall
not be required to sell or issue such shares unless the Company has received
evidence satisfactory to the Company that the Participant 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
Option 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 Option shall not be exercisable unless and until
the shares of Common Stock covered by such Option are registered or are subject
to an available exemption from registration, the exercise of such Option (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.

9.   ESTABLISHMENT, AMENDMENT, MODIFICATION AND TERMINATION

     (a) Establishment. The Plan shall be effective as of the date of adoption
by the Board (the "Effective Date"), subject to stockholders' approval of the
Plan within one year of the Effective Date by a majority of the stockholders
entitled to vote, either in person or by proxy, or by written consent in
accordance with the applicable state law and the Company's Certificate of
Incorporation and By-Laws in a manner that satisfies the Exchange Act; provided,
however, that upon approval of the Plan by the stockholders, all Options 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 the Effective Date, any
Options granted hereunder shall be null and void.

     (b) Amendment and Termination. The Board may, at any time and from time to
time, amend, suspend or terminate the Plan as to any Common Stock as to which
Options have not been granted. The Company also may retain the right in an
Option Agreement to cause a forfeiture of the Option, the Common Stock or gain
realized on Common Stock by a Participant for any reason the Company deems to be
in its best interest, which reason may include, but not be limited to, the
Participant taking actions in "competition with the Company," as defined in the
applicable Agreement. Except as permitted hereunder, no amendment, suspension or
termination of the Plan shall, without the consent of the Participant, alter or
impair rights or obligations under any Option theretofore granted under the
Plan.

10.  WITHHOLDING

The Company or an Affiliate may be obligated to withhold federal and local
income taxes and Social Security taxes to the extent that a Participant realizes
income in connection with the exercise of an Option. The Company or a Affiliate
may withhold amounts needed to cover such taxes from payments otherwise due and
owing to a Participant, and upon demand the Participant 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 Participant pursuant to court order.

11.  DISCLAIMER OF RIGHTS

The existence of this Plan does not, and no provision in the Plan or in any
Option granted or Agreement entered into pursuant to the Plan shall be construed
to confer upon any individual the right to receive an Option or permit a
Participant to remain a member of the Board. 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



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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 Participant or
beneficiary under the terms of the Plan.

12.  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.

13.  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 state of Delaware (but not including the choice of law rules thereof).

14.  INDEMNIFICATION

To the extent permitted by applicable law, the Administrator shall be
indemnified and held harmless by the Company against and from any and all loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
the Administrator in connection with or resulting from any claim, action, suit
or proceeding to which the Administrator may be a party or in which the
Administrator may be involved by reason of any action taken or failure to act
under the Plan, and against and from any and all amounts paid by the
Administrator (with the Company's prior approval) in the settlement thereof, or
paid by the Administrator in satisfaction of a judgment in favor of the Company;
subject, however, to the conditions that upon institution of any claim, action
suit or proceeding against the Administrator, the Administrator shall give the
Company an opportunity in writing, at its own expense, to handle and defend the
same before the Administrator undertakes to handle and defend it on the
Administrator's own behalf. The foregoing right of indemnification shall not be
exclusive of any other right to which such person may be entitled as a matter of
law or otherwise, or any power the Company may have to indemnify the
Administrator or hold the Administrator harmless. The Administrator and each
officer and employee of the Company shall be fully justified in reasonably
relying or acting upon any information furnished in connection with the
Administration of the Plan by the Company or any employee of the Company. In no
event shall any person who is or shall have been the Administrator, or an
officer or employee of the Company, be liable for any determination or other
action taken or any omission to act in reliance upon any such information, or
for any action (including furnishing of information) taken or failure to act, if
in good faith.

15.  MISCELLANEOUS PROVISIONS

     (a) Other Award Provisions. Options granted under the Plan shall contain
such other terms and provisions that are not inconsistent with this Plan as the
Board may authorize, including but not limited to (i) vesting schedules
governing the exercisability of such Options; (ii) provisions for acceleration
of such vesting schedules in certain events; (iii) arrangements whereby the
Company may fulfill any tax withholding obligations it may have in connection
with the exercise of such Option; (iv) provisions imposing restrictions upon the
transferability of stock acquired on exercise of such Option, whether required
by this Plan or applicable securities laws or imposed for other reasons; and (v)
provisions regarding the termination or survival of any such Option upon the
Participant's death.

     (b) Consents. If the Administrator 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 Option 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


<PAGE>   10

to the full satisfaction of the Administrator. "Consent" with respect to any
Plan Action means (i) 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; (ii) any and all written agreements and
representations by the Participant with respect to the disposition of shares of
Common Stock, or with respect to any other matter, which the Administrator 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 (iii) any and
all other consents, clearances and approvals in respect of a Plan Action.

     (c) Notice. Any notice required to be given to the Company hereunder shall
be in writing and shall be addressed to Secretary, Proxicom, Inc. 1749 Old
Meadow Road, McLean, Virginia 22102-4310, or at such other address the Company
may hereafter designate to the Option. 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.

     (d) Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     (e) Beneficiary Designation. Each Participant under the Plan may, from time
to time, name any beneficiary or beneficiaries (who may be named contingently or
successively to whom any benefit under the Plan is to be paid in the event of
the Participant's death (or who may exercise the Participant's rights hereunder
that are exercisable following the Participant's death). Each designation shall
revoke all prior designations by the Participant, shall be in a form prescribed
by the Board, and shall be effective only when filed by the Participant in
writing with the Board or its designate during the Participant's lifetime.

     (f) No Right of Nomination. Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate any Director for reelection
by the Company's stockholders.

     (g) Successors. All obligations of the Company under the Plan with respect
to Options granted hereunder shall be binding on any successor of the Company by
merger, consolidation, or other acquisition of all or substantially all of the
business or assets of the Company.