<PAGE>
                                                                   Exhibit 10.31

                                 AGENCY.COM LTD.

                             SECURED PROMISSORY NOTE


$1,500,000                                                     December 11, 2000


       FOR VALUE RECEIVED, Eamonn Wilmott (the "BORROWER"), promises to pay to
the order of AGENCY.COM LTD., a Delaware corporation (the "LENDER"), the
principal amount of $1,500,000, together with interest accrued thereon, all as
hereinafter provided.

       1. INTEREST. Prior to the date upon which the balance of this Note
becomes due and payable as described herein, the unpaid balance of the principal
amount shall accrue interest at a rate equal to 8.50% per annum. Interest shall
be compounded annually and shall be computed on the basis of a 360-day year. Any
amounts overdue under this Note at December 11, 2001 shall bear interest at a
rate of 8.50% per annum. All payments received by the Lender hereunder will be
applied first to costs of collection and fees, if any, then to interest and the
balance to principal.

       2. REPAYMENT. Except as otherwise provided herein, principal and interest
shall become due on December 11, 2001. All payments hereunder shall be made in
lawful money of the United States of America and in same day or immediately
available funds, to the Lender, at 20 Exchange Place, 15th Floor, New York, New
York 10005, or at such other place or to such account as the Lender from time to
time shall designate in a written notice to the Borrower.

       3. PREPAYMENT. The Borrower may prepay the outstanding amount hereof in
whole or in part at any time, without premium or penalty. Together with any such
prepayment the Borrower shall pay accrued interest on the amount prepaid. Any
prepayment will be applied first to the payment of accrued interest and second
to the payment of principal.

       4. COVENANT OF THE BORROWER. So long as any amount payable by the
Borrower hereunder shall remain unpaid, the Borrower will furnish to the Lender
from time to time such information respecting the Borrower's financial condition
and the Collateral (as defined below) as the Lender may from time to time
reasonably request.

       5. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
represents and warrants to the Lender that this Note does not contravene any
contractual or judicial restriction binding on or affecting the Borrower and
that this Note is the legal, valid and binding obligation of the Borrower
enforceable against him in accordance with its terms.

       6. EVENT OF DEFAULT. The occurrence of any of the following shall
constitute an "EVENT OF DEFAULT" under this Note:

              (a) The failure to make any payment of principal, interest or any
other amount payable hereunder when due under this Note or the breach of any
other condition or obligation under this Note, and the continuation of such
failure or breach for five days;

              (b) the breach of any covenant under the Stock Pledge Agreement
(as defined below), and the continuation of such breach for five days;


                                       1
<PAGE>

              (c) The filing of a petition by or against the Borrower under any
provision of the Bankruptcy Reform Act, Title 11 of the United States Code, as
amended or recodified from time to time, or under any similar law relating to
bankruptcy, insolvency or other relief for debtors; or appointment of a
receiver, trustee, custodian or liquidator of or for all or any part of the
assets or property of the Borrower; or the insolvency of the Borrower; or the
making of a general assignment for the benefit of creditors by the Borrower; or

              (d) The Borrower's death or incapacity.

Upon the occurrence of any Event of Default, the Lender, at its option, may (i)
by notice to the Borrower, declare the unpaid principal amount of this Note, all
interest accrued and unpaid hereon and all other amounts payable hereunder to be
immediately due and payable, whereupon the unpaid principal amount of this Note,
all such interest and all such other amounts shall become immediately due and
payable, without presentment, demand, protest or further notice of any kind;
PROVIDED that if an event described in paragraph (c) above shall occur, the
result which would otherwise occur only upon giving of notice by the Lender to
the Borrower as specified above shall occur automatically, without the giving of
any such notice; and (ii) whether or not the actions referred to in clause (i)
have been taken, exercise any or all of the Lender's rights and remedies under
the Stock Pledge Agreement and proceed to enforce all other rights and remedies
available to the Lender under applicable law.

       7. COSTS AND EXPENSES. The Borrower agrees to pay on demand all the
losses, costs, and expenses (including, without limitation, attorneys' fees and
disbursements) which the Lender incurs in connection with enforcement or
attempted enforcement of this Note, or the protection or preservation of the
Lender's rights under this Note, whether by judicial proceedings or otherwise.
Such costs and expenses include, without limitation, those incurred in
connection with any workout or refinancing, or any bankruptcy, insolvency,
liquidation or similar proceedings.

       8. WAIVER OF PRESENTMENT. The Borrower hereby waives diligence, demand,
presentment, protest or further notice of any kind. The Borrower agrees to make
all payments under this Note without setoff or deduction and regardless of any
counterclaim or defense.

       9. NO WAIVER. No single or partial exercise of any power under this Note
shall preclude any other or further exercise of such power or exercise of any
other power. No delay or omission on the part of the Lender in exercising any
right under this Note shall operate as a waiver of such right or any other right
hereunder.

       10. SUCCESSORS AND ASSIGNS. This Note shall be binding on the Borrower
and his successors, assigns, personal representatives, heirs, and legatees, and
shall be binding upon and inure to the benefit of the Lender, any future holder
of this Note and their respective successors and assigns. The Borrower may not
assign or transfer this Note or any of his obligations hereunder without the
Lender's prior written consent.

       11. COLLATERAL. This Note is secured by certain collateral (the
"COLLATERAL") more specifically described in the Stock Pledge Agreement of even
date herewith between the Borrower and the Lender (the "STOCK PLEDGE
AGREEMENT").

       12. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH NEW YORK LAW.

                            [SIGNATURE PAGE FOLLOWS.]


                                       2
<PAGE>

       IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified on the first page hereof by the Borrower.


                                 EAMONN WILMOTT


                                 ------------------------------------











           [SIGNATURE PAGE TO AGENCY.COM LTD. SECURED PROMISSORY NOTE]

                                       3
<PAGE>

                                 AGENCY.COM LTD.

                                PLEDGE AGREEMENT


       AGREEMENT made as of this _____ day of December, 2000 by and between
AGENCY.COM LTD., Inc., a Delaware corporation (the "CORPORATION"), and Eamonn
Wilmott ("PLEDGOR").

       Pledgor has issued that certain promissory note (the "NOTE") dated
December ___, 2000 payable to the order of the Corporation in the principal
amount of $1,500,000. In connection therewith, Pledgor desires to secure the
Note with 470,046 shares of common stock, par value $0.001 per share (the
"COMMON STOCK"), of the corporation that Pledgor owns (collectively, the
"SECURITIES") and other collateral upon the terms and conditions set forth in
this Agreement.

       NOW, THEREFORE, it is hereby agreed as follows:

       1. GRANT OF SECURITY INTEREST. As security for the due and punctual
payment by Pledgor of the principal of and interest on the Note, when and as
due, whether at maturity, by acceleration or otherwise, Pledgor hereby grants
the Corporation a security interest in, and assigns, transfers to and pledges
with the Corporation, all of the Pledgor's right, title and interest in, to and
under the following securities and other property (collectively, the
"COLLATERAL"):

              (i) the Securities

              (ii) any and all new, additional or different securities or other
       property subsequently distributed with respect to the Securities which
       are to be delivered to and deposited with the Corporation pursuant to the
       requirements of Paragraph 3 of this Agreement;

              (iii) any and all other property and money which is delivered to
       or comes into the possession of the Corporation pursuant to the terms of
       this Agreement; and

              (iv) the proceeds of any sale, exchange or disposition of the
       property and securities described in subparagraphs (i), (ii) or (iii)
       above.

       2. WARRANTIES. Pledgor hereby represents and warrants as of the date
hereof as follows:

              (i) that Pledgor is the owner of the Collateral and has the right
       to pledge the Collateral and that the Collateral is free from all liens,
       adverse claims and other security interests (other than those created
       hereby); and

              (ii) The pledge of the Collateral pursuant to this Agreement and
       delivery thereof to the Corporation creates a valid and perfected
       security interest in the Collateral.

       3. DUTY TO DELIVER. All certificates or instruments representing or
evidencing the Collateral shall be delivered to and held by the Corporation
pursuant hereto and shall be in suitable form for transfer by delivery, or shall
be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to the Corporation. Any new, additional
or different securities or other property (other than regular cash dividends)
which may now or hereafter become


<PAGE>

distributable with respect to the Collateral by reason of (i) any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the Common Stock as a class without the Corporation's
receipt of consideration or (ii) any merger, consolidation or other
reorganization affecting the capital structure of the Corporation shall, upon
receipt by Pledgor, be promptly delivered to and deposited with the Corporation
as part of the Collateral hereunder. Any such securities shall be accompanied by
one or more properly-endorsed stock power assignments.

       4. PAYMENT OF TAXES AND OTHER CHARGES. Pledgor shall pay, prior to the
delinquency date, all taxes, liens, assessments and other charges against the
Collateral, and in the event of Pledgor's failure to do so, the Corporation may
at its election pay any or all of such taxes and other charges without
contesting the validity or legality thereof. The payments so made shall become
part of the indebtedness secured hereunder and until paid shall bear interest at
the minimum per annum rate, compounded semi-annually, required to avoid the
imputation of interest income to the Corporation and compensation income to
Pledgor under the Federal tax laws.

       5. STOCKHOLDER RIGHTS. So long as there exists no event of default under
Paragraph 10 of this Agreement, Pledgor may exercise all stockholder voting
rights and be entitled to receive any and all regular cash dividends paid on the
Collateral and all proxy statements and other shareholder materials pertaining
to the Collateral.

       6. RIGHTS AND POWERS OF CORPORATION. The Corporation may, without
obligation to do so, exercise at any time and from time to time one or more of
the following rights and powers with respect to any or all of the Collateral:

              (i) perform such acts as are necessary to preserve and protect the
       Collateral and the rights, powers and remedies granted with respect to
       such Collateral by this Agreement; and

              (ii) transfer record ownership of the Collateral to the
       Corporation or its nominee and receive, endorse and give receipt for, or
       collect by legal proceedings or otherwise, dividends or other
       distributions made or paid with respect to the Collateral, PROVIDED AND
       ONLY IF there exists at the time an outstanding event of default under
       Paragraph 10 of this Agreement. Any cash sums which the Corporation may
       so receive shall be applied to the payment of the Note and any other
       indebtedness secured hereunder, in such order of application as the
       Corporation deems appropriate. Any remaining cash shall be paid over to
       Pledgor.

       Any action by the Corporation pursuant to the provisions of this
Paragraph 6 may be taken without notice to Pledgor. Expenses reasonably incurred
in connection with such action shall be payable by Pledgor and form part of the
indebtedness secured hereunder as provided in Paragraph 12.

       7. CARE OF COLLATERAL. The Corporation shall exercise reasonable care in
the custody and preservation of the Collateral. However, the Corporation shall
have no obligation to (i) initiate any action with respect to, or otherwise
inform Pledgor of, any conversion, call, exchange right, preemptive right,
subscription right, purchase offer or other right or privilege relating to or
affecting the Collateral, (ii) preserve the rights of Pledgor against adverse
claims or protect the Collateral against the possibility of a decline in market
value or (iii) take any action with respect to the Collateral requested by
Pledgor unless the request is made in writing and the Corporation determines
that the requested action will not unreasonably jeopardize the value of the
Collateral as security for the Note and other indebtedness secured hereunder.


                                       2
<PAGE>

       Subject to the limitations of Paragraph 9, the Corporation may at any
time release and deliver all or part of the Collateral to Pledgor, and the
receipt thereof by Pledgor shall constitute a complete and full acquittance for
the Collateral so released and delivered. The Corporation shall accordingly be
discharged from any further liability or responsibility for the Collateral, and
the released Collateral shall no longer be subject to the provisions of this
Agreement.

       8. TRANSFER OF COLLATERAL. In connection with the transfer or assignment
of the Note (whether by negotiation, discount or otherwise), the Corporation may
transfer all or any part of the Collateral, and the transferee shall thereupon
succeed to all the rights, powers and remedies granted the Corporation hereunder
with respect to the Collateral so transferred. Upon such transfer, the
Corporation shall be fully discharged from all liability and responsibility for
the transferred Collateral.

       9. RELEASE OF COLLATERAL. (a) Pledgor may direct the Corporation, on one
occasion, to sell all or a portion of the Collateral; provided, however, that
any such Collateral sold must have a fair market value sufficient to repay the
principal amount of the Note, all interest accrued thereon and any other
indebtedness secured hereunder. If the Securities at the time of sale are traded
on the Nasdaq National Market, the fair market value shall be the closing
selling price per share of the Common Stock on the date in question, as such
prices are reported by the National Association of Securities Dealers on the
Nasdaq National Market. If there is no reported closing selling price for the
Common Stock on the date in question, then the closing selling price on the last
preceding date for which such quotation exists shall be determinative of fair
market value. If the Securities at the time of sale are neither listed on any
securities exchange nor traded on the Nasdaq National Market, the fair market
value shall be determined by the Corporation's Board of Directors after taking
into account such factors as the Board shall deem appropriate.

       (b) Provided all indebtedness secured hereunder shall at the time have
been paid in full (whether pursuant to a sale pursuant to paragraph 9(a) or
otherwise) and there does not otherwise exist any event of default under
Paragraph 10, the Securities, together with any additional Collateral which may
hereafter be pledged and deposited hereunder, shall be released from pledge and-
returned to Pledgor.

       10. RESTRICTED STOCK. The Corporation may be unable to effect a public
sale of all or part of the Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended from time to time, or in
applicable Blue Sky or other state securities laws, as now or hereinafter in
effect, but may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Collateral for their own account, for investment and not with a
view to the distribution or resale thereof. The Pledgor agrees that upon the
occurrence and continuation of an Event of Default, private sales may be made
upon reasonable notice to the Pledgor and may be at prices and other terms less
favorable to the seller than if the Collateral were sold at public sales.

       11. EVENTS OF DEFAULT. The occurrence of one or more of the following
events shall constitute an event of default under this Agreement:

              (i) the failure of Pledgor to pay, when due under the Note, any
       installment of principal or accrued interest; or

              (ii) the occurrence of any other acceleration event specified in
       the Note; or


                                       3
<PAGE>

              (iii) the failure of Pledgor to perform any obligation imposed
       upon Pledgor by reason of this Agreement; or

              (iv) the breach of any warranty of Pledgor contained in this
       Agreement.

       Upon the occurrence of any such event of default, the Corporation may, at
its election, declare the Note and all other indebtedness secured hereunder to
become immediately due and payable and may exercise any or all of the rights and
remedies granted to a secured party under the provisions of the New York Uniform
Commercial Code (as now or hereafter in effect), including (without limitation)
the power to dispose of the Collateral by public or private sale or to accept
the Collateral in full payment of the Note and all other indebtedness secured
hereunder.

       Any proceeds realized from the disposition of the Collateral pursuant to
the foregoing power of sale shall be applied first to the payment of expenses
incurred by the Corporation in connection with the disposition, then to the
payment of the Note and finally to any other indebtedness secured hereunder. Any
surplus proceeds shall be paid over to Pledgor. However, in the event such
proceeds prove insufficient to satisfy all obligations of Pledgor under the
Note, then Pledgor shall remain personally liable for the resulting deficiency.

       12. OTHER REMEDIES. The rights, powers and remedies granted to the
Corporation pursuant to the provisions of this Agreement shall be in addition to
all rights, powers and remedies granted to the Corporation under any statute or
rule of law. Any forbearance, failure or delay by the Corporation in exercising
any right, power or remedy under this Agreement shall not be deemed to be a
waiver of such right, power or remedy. Any single or partial exercise of any
right, power or remedy under this Agreement shall not preclude the further
exercise thereof, and every right, power and remedy of the Corporation under
this Agreement shall continue in full force and effect unless such right, power
or remedy is specifically waived by an instrument executed by the Corporation.

       13. COSTS AND EXPENSES. All costs and expenses (including reasonable
attorneys fees) incurred by the Corporation in the exercise or enforcement of
any right, power or remedy granted it under this Agreement shall become part of
the indebtedness secured hereunder and shall constitute a personal liability of
Pledgor payable immediately upon demand and bearing interest until paid at the
minimum per annum rate, compounded semi-annually, required to avoid the
imputation of interest income to the Corporation and compensation income to
Pledgor under the Federal tax laws.

       14. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without resort to that State's
conflict-of-laws rules.

       15. SUCCESSORS. This Agreement shall be binding upon the Corporation and
its successors and assigns and upon Pledgor and the executors, heirs and
legatees of Pledgor's estate.

       16. SEVERABILITY. If any provision of this Agreement is held to be
invalid under applicable law, then such provision shall be ineffective only to
the extent of such invalidity, and neither the remainder of such provision nor
any other provisions of this Agreement shall be affected thereby.



                            [SIGNATURE PAGE FOLLOWS.]


                                       4
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been executed by Pledgor and the
Corporation as of the date first above written.



                                 EAMONN WILMOTT


                                 -----------------------------------------------

                                 Name:
                                      ------------------------------------------

                                 Address:
                                         ---------------------------------------

                                 -----------------------------------------------


AGREED TO AND ACCEPTED BY:


AGENCY.COM LTD.


By:
    -------------------------------------

    Name:
         --------------------------------

    Title:
          -------------------------------


Dated:  December ___,  2000



                   [SIGNATURE PAGE TO STOCK PLEDGE AGREEMENT]



                                       5
<PAGE>

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

       FOR VALUE RECEIVED, __________________ hereby sells, assigns and
transfers unto ___________________, _________ shares of the Common Stock of
AGENCY.COM LTD. (the "CORPORATION") standing in his name on the books of the
Corporation represented by Certificate No. herewith and does hereby irrevocably
constitute and appoint Attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.

Dated:  _____________, 2000

                                     Signature:
                                               ---------------------------------
                                                        Eamonn Wilmott

INSTRUCTION:  Please do not fill in any blanks other than the signature line.
              Please sign exactly as you would like your name to appear on the
              issued stock certificate.


<PAGE>

                                 AGENCY.COM LTD.

                            INDEMNIFICATION AGREEMENT


       INDEMNIFICATION AGREEMENT made as of this 29th day of December, 2000 by
and between AGENCY.COM LTD., a Delaware corporation (the "CORPORATION"), and
EAMONN WILMOTT (the "DEBTOR"):

       WHEREAS, the Debtor has entered into a two-year revolving term loan
credit facility (the "CREDIT Facility") by and between HSBC Bank ("HSBC") and
the Debtor;

       WHEREAS, the Corporation has agreed to pledge cash in the amount of the
Credit Facility as collateral to secure the obligations of the Debtor under the
Credit Facility, pursuant to a pledge agreement executed by the Corporation in
favor of HSBC (the "COMPANY PLEDGE AGREEMENT");

       WHEREAS, the Debtor wishes to indemnify the Corporation for its
obligations under the Company Pledge Agreement and to secure this indemnity with
shares of common stock of the Corporation held by the Debtor pursuant to an
amendment to that certain Stock Pledge Agreement, dated December 11, 2000, by
and between the Corporation and the Debtor (the "AMENDMENT TO STOCK PLEDGE
AGREEMENT");

       NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

       1. INDEMNIFICATION BY DEBTOR.

              (a) The Debtor shall (to the fullest extent permitted by
applicable law) indemnify the Corporation and its affiliates and their
respective directors, officers, employees and agents (collectively, the
"INDEMNIFIED Parties") from, and hold said Indemnified Parties harmless against,
any and all losses, liabilities, claims, actions, proceedings, suits, damages,
costs and expenses of any nature whatsoever (collectively, "LOSSES"), including,
without limitation, the reasonable attorneys' fees and disbursements, in
connection with or arising out of the Company Pledge Agreement (the "INDEMNIFIED
MATTERS"), including but not limited to payment by the Indemnified Party of any
indebtedness owed by the Debtor to HSBC.

              (b) If any Indemnified Party is presented with any claim in
writing or any action or proceeding is formally commenced against an Indemnified
Party which may give rise to a right of indemnification hereunder, such
Indemnified Party shall promptly give written notice thereof to the Debtor. The
Debtor may, by delivery of written notice to such Indemnified Party within 30
days following receipt of such notice, elect to contest such claim, action or
proceeding in such manner as it deems necessary or advisable, and each
Indemnified Party shall cooperate with the Debtor in connection therewith.
Notwithstanding the Debtor's election to contest any such claim, action or
proceeding, if the Indemnified Party reasonably determines that it needs its own
counsel (separate from the Debtor's counsel), the Indemnified Party shall have
the right to participate in its own defense and to have legal counsel of its
choice participate in such defense without in any way impairing the Debtor's
obligation under this Section 1 to indemnify and hold harmless such Indemnified
Party from all Indemnified Matters. In the event of any payment by an
Indemnified Party to HSBC under the Company Pledge Agreement, the Debtor shall
immediately upon demand by the Indemnified Party reimburse the Indemnified Party
for such payment, plus interest from the date of payment to HSBC to the date of
reimbursement at an annual rate equal to 9.50%. Nothing in this Indemnification
Agreement shall restrict any Indemnified Party from making any payment to HSBC
under the Company Pledge Agreement

                                       1
<PAGE>

without contesting the necessity of such payment if the Indemnified Party in
good faith believes that such payment is due, and any such payment by an
Indemnified Party shall be subject to reimbursement by the Debtor as provided
above.

       2. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Debtor hereby
represents, warrants and covenants as follows:

              (a) POWER AND AUTHORITY. The Debtor has full power and authority
to enter into this Indemnification Agreement and perform all of its obligations.
The execution, delivery and performance by the Debtor of this Indemnification
Agreement do not violate any provision of any statute, law, rule, regulation,
judgment, order or decree and will not conflict with, or constitute a breach or
default under, any indenture, loan agreement, contract or other agreement or
instrument to which the Debtor is a party or by which the Debtor or any of its
property is bound.

              (b) AFFIRMATIVE COVENANTS. The Debtor covenants that until the
Corporation is fully released from the Company Pledge Agreement and all
indemnity obligations of the Debtor under Section 1 above have been met with
respect to then existing Losses, the Debtor will:

                     (i) deliver to the Corporation at the same time as
delivered to HSBC copies of all financial statements, amendments, notices or any
other documents delivered to HSBC under the Credit Facility; and

                     (ii) furnish to the Corporation prompt written notice of
any default under the Credit Facility, including without limitation any failure
to timely pay any payments of principal or interest owed HSBC when due.

       3. COLLATERAL. This Indemnification Agreement is secured by certain
collateral more specifically described in the Amendment to Stock Pledge
Agreement, dated as of the date hereof.

       4. MISCELLANEOUS.

              (a) ASSIGNMENT. Without the other party's prior written consent,
neither party may assign or delegate any of its rights or obligations hereunder,
except that the Corporation may assign its rights (including indemnity rights
under Section 1) as part of any merger, consolidation or restructuring of the
Corporation or as part of a transfer of a substantial portion of the
Corporation's assets. If at any time or times by sale, assignment, negotiation,
pledge or otherwise, the Corporation transfers any of the obligations under the
Company Pledge Agreement, such transfer shall carry with it the Corporation's
rights and remedies under this Indemnification Agreement with respect to the
obligations transferred under the Company Pledge Agreement, and the transferee
shall become vested with such rights and remedies whether or not they are
specifically referred to in the transfer. If and to the extent the Corporation
retains any other obligations under the Company Pledge Agreement, the
Corporation shall continue to have the rights and remedies herein set forth with
respect thereto.

              (b) NOTICES. Any notice or other communication required or desired
to be served, given or delivered hereunder shall be in writing and shall be
deemed to have been validly served, given or delivered by confirmed telecopy or
by registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the address listed below, or to such other address as
either party may hereafter designate for itself by written notice to the other
party in the manner herein prescribed.

              (c) AMENDMENT. This Indemnification Agreement or any provision
hereof may be changed, waived, discharged or terminated orally only by an
instrument in writing signed by the party


                                       2
<PAGE>

against which enforcement of the change, waiver, discharge or termination is
sought. This Indemnification Agreement shall be binding upon the Debtor and its
successors and assigns, and all persons claiming under or through the Debtor or
any such successor or assign, and shall inure to the benefit of and be
enforceable by the Corporation and its successors and assigns.

              (d) SEVERABILITY. If one or more provisions of this
Indemnification Agreement are held to be unenforceable under applicable law,
such provision shall be excluded from this Indemnification Agreement and the
balance of this Indemnification Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

              (e) EQUITABLE RELIEF. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Indemnification
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the Indemnified Parties shall
be entitled to an injunction or injunctions to prevent breaches of this
Indemnification Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which the Indemnified Parties are
entitled at law or in equity.

              (f) GOVERNING LAW. This Indemnification Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

              (g) COUNTERPARTS. This Indemnification Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



                                       3
<PAGE>

       IN WITNESS WHEREOF, the parties have executed this Indemnification
Agreement as of the day and year first above written.


                                     DEBTOR


                                     -------------------------------------------
                                                    (Signature)

                                     Name:    EAMONN WILMOTT

                                     Address:
                                               --------------------------------



                                     Phone Number:
                                                    ----------------------------

                                     Facsimile Number:
                                                        ------------------------


                                     CORPORATION

                                     AGENCY.COM LTD.
                                     20 Exchange Place
                                     New York, NY  10005
                                     (212) 358-2600
                                     (212) ________ (facsimile)

                                          By:
                                               --------------------------------

                                          Name:
                                                 ------------------------------

                                          Title:
                                                  -----------------------------



                                       4
<PAGE>

                                 AGENCY.COM LTD.

                          AMENDMENT TO PLEDGE AGREEMENT


       AMENDMENT to the Pledge Agreement is made as of this 29th day of
December, 2000, by and between AGENCY.COM LTD., a Delaware corporation (the
"CORPORATION"), and EAMONN WILMOTT ("PLEDGOR"). Capitalized terms used and not
otherwise defined herein shall have the meanings subscribed to them in the
Pledge Agreement, dated as of December 11, 2000 by and between the Corporation
and the Pledgor (the "PLEDGE AGREEMENT").

       WHEREAS, the Pledgor issued a promissory note (the "SECURED NOTE") dated
December11, 2000 payable to the order of the Corporation in the principal amount
of $1,500,000 and secured with 470,046 shares of common stock, par value $0.001
per share, of the Corporation (the "COMMON STOCK") that Pledgor owns
(collectively, the "SECURITIES") and other collateral pursuant to the terms and
conditions set forth in the Pledge Agreement;

       WHEREAS, the Pledgor has entered into a two-year revolving term loan
credit facility (the "CREDIT FACILITY"), dated December 29, 2000, by and between
HSBC Bank ("HSBC") and the Pledgor, pursuant to which HSBC will loan money to
the Pledgor to re-pay the outstanding balance of the Secured Note;

       WHEREAS, the Corporation has agreed to pledge cash in the amount of the
Credit Facility as collateral to secure the obligations of the Pledgor under the
Credit Facility, pursuant to a pledge agreement executed by the Corporation in
favor of HSBC (the "COMPANY PLEDGE AGREEMENT");

       WHEREAS, the Pledgor has agreed to indemnify the Corporation for the
Corporation's obligations under the Company Pledge Agreement (such
indemnification obligations of the Pledgor, hereinafter, the "OBLIGATIONS")
pursuant to an indemnification agreement, dated December 29, 2000, by and
between the Corporation and the Pledgor (the "INDEMNIFICATION AGREEMENT"); and

       WHEREAS, the Pledgor wishes to secure its Obligations, and therefore, the
Pledgor and the Corporation hereby agree to amend the Pledge Agreement in order
to secure its Obligations with the Securities and other collateral upon the
terms and conditions in the Pledge Agreement, as amended as set forth below.

       NOW, THEREFORE, it is hereby agreed as follows:

       1. The Pledge Agreement is hereby amended as follows:

              (a) Section 1 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "1. GRANT OF SECURITY INTEREST. As security for its Obligations
       made by Pledgor in favor of the Corporation pursuant to the
       Indemnification Agreement, Pledgor hereby grants the Corporation a
       security interest in, and assigns, transfers to and pledges with the
       Corporation, all of the Pledgor's right, title and interest in, to and
       under the following securities and other property (collectively, the
       "COLLATERAL"):


<PAGE>

                     (i) the Securities

                     (ii) any and all new, additional or different securities or
              other property subsequently distributed with respect to the
              Securities which are to be delivered to and deposited with the
              Corporation pursuant to the requirements of Paragraph 3 of this
              Agreement;

                     (iii) any and all other property and money which is
              delivered to or comes into the possession of the Corporation
              pursuant to the terms of this Agreement; and

                     (iv) the proceeds of any sale, exchange or disposition of
              the property and securities described in subparagraphs (i), (ii)
              or (iii) above."

              (b) Section 4 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "4. PAYMENT OF TAXES AND OTHER CHARGES. Pledgor shall pay, prior
       to the delinquency date, all taxes, liens, assessments and other charges
       against the Collateral, and in the event of Pledgor's failure to do so,
       the Corporation may at its election pay any or all of such taxes and
       other charges without contesting the validity or legality thereof. The
       payments so made shall become part of the Obligations secured hereunder
       and until paid shall bear interest at the minimum per annum rate,
       compounded semi-annually, required to avoid the imputation of interest
       income to the Corporation and compensation income to Pledgor under the
       Federal tax laws."

              (c) Section 6(ii) and the last paragraph of Section 6 of the
Pledge Agreement shall be deleted in its entirety and replaced with the
following:

              "(ii) transfer record ownership of the Collateral to the
       Corporation or its nominee and receive, endorse and give receipt for, or
       collect by legal proceedings or otherwise, dividends or other
       distributions made or paid with respect to the Collateral, PROVIDED AND
       ONLY IF there exists at the time an outstanding event of default under
       Paragraph 10 of this Agreement. Any cash sums which the Corporation may
       so receive shall be applied to any Obligations secured hereunder, in such
       order of application as the Corporation deems appropriate. Any remaining
       cash shall be paid over to Pledgor."

                  Any action by the Corporation pursuant to the provisions of
     this Paragraph 6 may be taken without notice to Pledgor. Expenses
     reasonably incurred in connection with such action shall be payable by
     Pledgor and form part of the Obligations secured hereunder as provided in
     Paragraph 12.

              (d) Section 7 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "7. CARE OF COLLATERAL. The Corporation shall exercise reasonable
       care in the custody and preservation of the Collateral. However, the
       Corporation shall have no obligation to (i) initiate any action with
       respect to, or otherwise inform Pledgor of, any conversion, call,
       exchange right, preemptive right, subscription right, purchase offer or
       other right or privilege relating to or affecting the Collateral, (ii)
       preserve the rights of Pledgor against adverse claims or protect the
       Collateral against the possibility of a decline in market value or (iii)
       take any action with respect to the


                                       2
<PAGE>

       Collateral requested by Pledgor unless the request is made in writing and
       the Corporation determines that the requested action will not
       unreasonably jeopardize the value of the Collateral as security for the
       Obligations secured hereunder.

              Subject to the limitations of Paragraph 9, the Corporation may at
       any time release and deliver all or part of the Collateral to Pledgor,
       and the receipt thereof by Pledgor shall constitute a complete and full
       acquittance for the Collateral so released and delivered. The Corporation
       shall accordingly be discharged from any further liability or
       responsibility for the Collateral, and the released Collateral shall no
       longer be subject to the provisions of this Agreement."

              (e) Section 8 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "8. TRANSFER OF COLLATERAL. In connection with the transfer or
       assignment of the Indemnification Agreement or the Obligations thereunder
       (whether by negotiation, discount or otherwise), the Corporation may
       transfer all or any part of the Collateral, and the transferee shall
       thereupon succeed to all the rights, powers and remedies granted the
       Corporation hereunder with respect to the Collateral so transferred. Upon
       such transfer, the Corporation shall be fully discharged from all
       liability and responsibility for the transferred Collateral."

              (f) Section 9 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "9. RELEASE OF COLLATERAL. (a) Pledgor may direct the Corporation,
       on one occasion, to sell all or a portion of the Collateral; PROVIDED,
       HOWEVER, that any such Collateral sold must have a fair market value
       sufficient to repay the principal amount of the Credit Facility, all
       interest accrued thereon and any other Obligations secured hereunder. If
       the Securities at the time of sale are traded on the Nasdaq National
       Market, the fair market value shall be the closing selling price per
       share of the Common Stock on the date in question, as such prices are
       reported by the National Association of Securities Dealers on the Nasdaq
       National Market. If there is no reported closing selling price for the
       Common Stock on the date in question, then the closing selling price on
       the last preceding date for which such quotation exists shall be
       determinative of fair market value. If the Securities at the time of sale
       are neither listed on any securities exchange nor traded on the Nasdaq
       National Market, the fair market value shall be determined by the
       Corporation's Board of Directors after taking into account such factors
       as the Board shall deem appropriate.

              (b) Provided all Obligations secured hereunder shall at the time
       have been paid in full (whether pursuant to a sale pursuant to paragraph
       9(a) or otherwise) and there does not otherwise exist any event of
       default under Paragraph 10, the Securities, together with any additional
       Collateral which may hereafter be pledged and deposited hereunder, shall
       be released from pledge and- returned to Pledgor."

              (g) Section 11 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "11.EVENTS OF DEFAULT. The occurrence of one or more of the
       following events shall constitute an event of default under this
       Agreement:

                     (i) the failure of Pledgor to perform any Obligations
              imposed upon Pledgor by reason of the Indemnification Agreement;
              or

                                       3
<PAGE>

                     (ii) the failure of Pledgor to perform any obligation
              imposed upon Pledgor by reason of this Agreement; or

                     (iii) the breach of any warranty of Pledgor contained in
              this Agreement.

              Upon the occurrence of any such event of default, the Corporation
       may, at its election, declare the Obligations secured hereunder to become
       immediately due, and may exercise any or all of the rights and remedies
       granted to a secured party under the provisions of the New York Uniform
       Commercial Code (as now or hereafter in effect), including (without
       limitation) the power to dispose of the Collateral by public or private
       sale or to accept the Collateral in full satisfaction of the Obligations
       secured hereunder.

              Any proceeds realized from the disposition of the Collateral
       pursuant to the foregoing power of sale shall be applied first to the
       payment of expenses incurred by the Corporation in connection with the
       disposition, then to the Obligations secured hereunder. Any surplus
       proceeds shall be paid over to Pledgor. However, in the event such
       proceeds prove insufficient to satisfy all Obligations, then Pledgor
       shall remain personally liable for the resulting deficiency."

              (g) Section 13 of the Pledge Agreement shall be deleted in its
entirety and replaced with the following:

              "13.COSTS AND EXPENSES. All costs and expenses (including
       reasonable attorneys fees) incurred by the Corporation in the exercise or
       enforcement of any right, power or remedy granted it under this Agreement
       shall become part of the Obligations secured hereunder and shall
       constitute a personal liability of Pledgor payable immediately upon
       demand and bearing interest until paid at the minimum per annum rate,
       compounded semi-annually, required to avoid the imputation of interest
       income to the Corporation and compensation income to Pledgor under the
       Federal tax laws."

       2. Except as amended as set forth in Section 1 above, the Pledge
Agreement shall continue in full force and effect. This amendment does not alter
in any way (i) the grant by the Pledgor to the Corporation of a security
interest in, and the assignment, transfer and pledge with the Corporation of the
Collateral, all on the date of execution of the Pledge Agreement, or (ii) the
creation of a valid and perfected security interest in the Collateral, as
created by the delivery of the Collateral on December 11, 2000.







                            [SIGNATURE PAGE FOLLOWS.]


                                       4
<PAGE>

         IN WITNESS WHEREOF, this Amendment to Pledge Agreement has been
executed by Pledgor and the Corporation on the date specified on the first page
hereof.



                                     PLEDGOR


                                     -------------------------------------------
                                                     (Signature)

                                     Name:  EAMONN WILMOTT

                                     Address:
                                             -----------------------------------

                                     -------------------------------------------

                                     Phone Number:
                                                   -----------------------------

                                     Facsimile Number:
                                                      --------------------------


                                     CORPORATION

                                     AGENCY.COM LTD.
                                     20 Exchange Place
                                     New York, NY  10005
                                     (212) 358-2600
                                     (212) ________ (facsimile)

                                          By:
                                               ---------------------------------

                                          Name:
                                                 -------------------------------

                                          Title:
                                                 -------------------------------



                [SIGNATURE PAGE TO AMENDMENT TO PLEDGE AGREEMENT]


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