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                                                                 Exhibit 10.2(s)

June 1, 2004

David Lynch
26 Autumn Lane
New Canaan, CT 06840

Dear David:

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

     1. Severance. In the event that you terminate your employment with the
Company for "Good Reason" (as defined in Section 2 below), you shall be eligible
for the severance benefits described in your agreement with the Company dated
February 14, 1996.

     2. Termination for Good Reason. For purposes of this Agreement, "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.

     3. Other Agreements. Except as specifically stated herein, all other terms
and conditions of prior written agreements regarding the subject of your
employment, including that certain letter dated February 14, 1996, shall remain
in full force and effect.

     4. Taxes. If it is determined that any payments and benefits that you
receive from the Company or an affiliate or successor of the Company as a result
of the Change in Control will result in you being subject to an excise tax under
Section 4999 of the Internal Revenue Code (the "Code"), then the Company will
make a Gross-Up Payment (as defined below) to or on behalf of you as and when
any such determination is made, provided you take such action (other than
waiving your right to any payments or benefits) as the Company reasonably
requests under the circumstances to mitigate or challenge such tax. Any such
determination will be made in accordance with Sections 280G and 4999 of the Code
and any other applicable law, regulations, rulings or case law. If the Company
reasonably requests that you take action to avoid assessment of, or to mitigate
or challenge, any such tax or assessment, including restructuring your right to
receive any payments or benefits to which you are entitled (other than under
this paragraph), you agree to consider such request (but in no event to waive or
limit your right to any payments or benefits in a manner that would not be
neutral to you from a financial point of view), and in connection with any such
consideration, the Company will provide such information and advice as you may
reasonably request and will pay for all reasonable expenses incurred in
effecting your compliance with such request and any related taxes, fines,
penalties, interest and other assessments. The term "Gross-Up Payment" means an
additional amount such that you will, on an after-tax basis (including any
income tax, payroll tax, further excise tax, interest, penalties and other
assessments levied on any payment or benefit) receive the full amount of the
payments and benefits for which The Company is liable, as if there was no excise
tax under Section 4999 of the Code on any of your payments or benefits. To the
extent permitted by applicable law, you agree to return to the Company the
excess of any Gross-Up Payment made to you over the payment which would have
been sufficient to put you in such same after-tax position.

     5. Change of Control. For purposes of this Agreement, "Change 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
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.





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

                                         Very truly yours,

                                         MODEM MEDIA, INC.


                                         /s/ Marc C. Particelli
                                         ---------------------------------------
                                         Title: CEO and President

ACCEPTED AND AGREED:


/s/ David Lynch
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Date:
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