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                                                                 Exhibit 10.2(m)

April 19, 2002

Mr. Dan Springer
1438 Green Street
San Francisco, CA 94109

Dear Dan:

We are pleased to offer you the position of Managing Director with Modem Media,
reporting to Marc Particelli, CEO, starting on April 29, 2002 in our San
Francisco office.

We have considered the challenge and opportunity offered by working in a fast
paced environment and believe you will be more than able to meet the goals of
Modem Media.

Your starting salary will be $10,416.66 semi-monthly, which is equivalent to
$250,000.00 annually. As a Modem Media employee, you will be eligible to
participate in certain employee benefit plans and programs including but not
limited to medical, dental, life insurance, 401K, Employee Stock Purchase Plan,
short term disability, long term disability and Flexible Spending plans.

In accepting a position with the Company, you agree that the employment
relationship between the Company and you is an at-will relationship and that the
employment and compensation can be terminated, with or without cause, and with
or without notice, at any time, at the option of either the Company or you.

You will participate in the Management Incentive Bonus Program with a target of
50% of your annual base salary. All payments will be made based on actual
earnings in the year the plan is managed. Under this plan, the payment you will
receive, if any, is based on corporate performance targets, San Francisco
performance targets and personal targets. Your participation in this program is
pending the approval of the Board of Directors.

Pending Board approval, you will be granted 250,000 stock options. The options
will vest as follows: 33% will vest on each of the first, second and third
anniversary from the grant date of such options. However, if your employment is
terminated without "cause" during the first year of your employment, the vesting
of 50,000 options will accelerate fully. The exercise price of these granted
options will be the current fair market value on the date of grant. You will
participate in future grants of options to be determined by Company management
and the Board of Directors.

For purposes of this offer letter, "Cause" shall mean (A) misconduct in the
performance of duties with the Company, (including violation of the Company's
policies or agreements relating to noncompetition or confidentiality); (B)
failure (other than due to Disability) to substantially perform the duties of
one's job; (C) engaging in illegal conduct (other than any misdemeanor, traffic
violation or similar misconduct) in connection with the performance of duties
for the Company; or (D) commission of a felony.

Your vacation will be 16 days per calendar year. Such amount will be pro-rated
monthly. You will also be eligible for 4 Personal/Floater holidays. Details of
all of these benefits can be found in the enclosed Employee Handbook.

This offer of employment is contingent upon your signing of the attached
Employment, Confidential Information, Nondisclosure, Nonsolicitation, and
Invention Assignment Agreement. Please review this document and sign the
original and return with your signed

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offer letter. This offer is also contingent upon your providing proof of your
eligibility to work in the United States.

On your first day of employment you will attend a Benefit Orientation given by
Human Resources. Please bring evidence of your employment eligibility, in the
form of identification such as a Passport, Birth Certificate, Social Security
Card and Drivers License, etc.

Dan, we are looking forward to your joining Modem Media and playing a key role
in our continued success. Please acknowledge your acceptance by signing the copy
of your offer letter, confidentiality agreement and compliance certification and
returning them to me in the enclosed envelope. If you have any questions or
concerns, please give me a call.


Best Regards,

                                          Accepted By: /s/ Dan Springer

/s/ Rose Zory
VP, Human Resources                             Date: 04/29/2002