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                                                                 EXHIBIT 10.2(e)

                              January 31, 2000

     Robert C. Allen
     121 St. John's Rd
     Ridgefield, CT 06877

     Dear Bob:

               This letter constitutes the agreement (the "Agreement") between
     you and Modem Media . Poppe Tyson, Inc. (the "Company") regarding benefits
     due you under certain circumstances as described below.

               1.  Acceleration of Stock Options Upon Termination. The vesting
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     of your Company stock options granted to you as of the date of this
     Agreement will be accelerated by one year upon either of the following
     events:

                   A.  The termination of your employment by you for "Good
     Reason" (as defined in Section 4 below) within eighteen (18) months after a
     Change of Control; or

                   B.  The termination of your employment by the Company or its
     successor (other than for "cause," as defined in Section 3 below) within
     eighteen (18) months after a Change of Control.

               In addition, if the effective date of any such termination of
     your employment is 6 months or less from your next vesting date, an
     additional number of options will vest equal to (i) the total number of
     options that would have vested on your next vesting date, multiplied by
     (ii) a fraction, the numerator of which equals the number of months from
     the date of your last vesting and the effective date of your termination of
     employment, and the denominator of which is 12.

               2.  Change of Control.  For purposes of this Agreement, "Change
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     of Control" shall mean the occurrence of any of the following events: (i)
     the consummation of a merger or consolidation of the Company with any other
     corporation, other than a merger or consolidation which would result in the
     voting securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) at least fifty
     percent (50%) of the total voting power represented by the voting
     securities of the Company or such surviving entity outstanding immediately
     after such merger or consolidation; (ii) the consummation of the sale or
     disposition by the Company of all or substantially all of the Company's
     assets; or (iii) any person (as such term is used in Section 13(d) of the
     Securities Exchange Act of 1934, as amended) becomes the
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     beneficial owner (as defined in Rule 13d-3 under said Act), directly or
     indirectly, of securities of the Company representing fifty percent (50%)
     or more of the total voting power represented by the Company's then
     outstanding voting securities.

               3.  Termination for Cause.  For purposes of this Agreement,
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     "cause" shall mean (i) your gross misconduct in the performance of your
     duties with the Company; (ii) your engaging in illegal conduct (other than
     any misdemeanor, traffic violation or similar misconduct) in connection
     with your performance of duties for the Company; or (iii) your commission
     of a felony.  The determination as to whether "cause" exists shall be made
     by me (or such other individual who may become your immediate supervisor).

               4.  Termination for Good Reason. For purposes of this Agreement,
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     "Good Reason" shall mean a material reduction in your compensation or/and
     employee benefits; material reduction in your job responsibilities or
     position; or relocation of your work location by more than fifty (50)
     miles.

               5.  Other Agreements. Except as specifically stated herein, all
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     other terms and conditions of prior written agreements regarding the
     subject of your employment shall remain in full force and effect.


               Kindly indicate your agreement to the foregoing by signing in the
     space provided below.


                                                Very truly yours,
                                                MODEM MEDIA . POPPE TYSON, INC.


                                                By: __________________________
                                                Name:
                                                Title:

     ACCEPTED AND AGREED:


     By:____________________________
               Robert C. Allen

     Date:__________________________