<SUBMISSION>
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<TYPE>SC 13E3/A
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<GROUP-MEMBERS>SENECA INVESTMENTS LLC.
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<CONFORMED-NAME>AGENCY COM LTD
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<CITY>NEW YORK
<STATE>NY
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<SEQUENCE>1
<FILENAME>a2054428zsc13e3a.txt
<DESCRIPTION>SC 13E3/A
<TEXT>
<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3
                                 (RULE 13e-100)
           TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES ACT OF
                                      1934
                                (Amendment No. 1)

                                 AGENCY.COM LTD.
                -------------------------------------------------
                                (NAME OF ISSUER)

                             SENECA INVESTMENTS LLC
                      E-SERVICES INVESTMENTS AGENCY SUB LLC
                                 AGENCY.COM LTD.
                -------------------------------------------------
                      (NAME OF PERSON(S) FILING STATEMENT)

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                -------------------------------------------------
                         (TITLE AND CLASS OF SECURITIES)

                                    008447104
                -------------------------------------------------
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                               MICHAEL P. TIERNEY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SENECA INVESTMENTS LLC
                               437 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 415-3787
                -------------------------------------------------
                     (NAME, ADDRESS AND TELEPHONE NUMBER OF
                    PERSON AUTHORIZED TO RECEIVE NOTICES AND
                    COMMUNICATIONS ON BEHALF OF THE PERSON(S)
                                FILING STATEMENT)

                                   COPIES TO:

      LYLE G. GANSKE           JAMES IMBRIACO          ERNEST S. WECHSLER
JONES, DAY, REAVIS & POGUE     AGENCY.COM LTD.  BROBECK, PHLEGER & HARRISON LLP
    901 LAKESIDE AVENUE       20 EXCHANGE PLACE          1633 BROADWAY
   CLEVELAND, OHIO 44114   NEW YORK, NEW YORK 10005   NEW YORK, NEW YORK 10019
      (216) 586-3939             (212) 358-2600          (212) 581-1600

This statement is filed in connection with (check the appropriate box):

a. [x]  The filing of solicitation materials or an information statement
        subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
        Securities Exchange Act of 1934.

b. [ ]  The filing of a registration statement under the Securities Act of
        1933.

c. [ ]  A tender offer.

d. [ ]  None of the above.

Check the following box if the solicitation materials or information
statement referred to in checking box (a) are preliminary copies:  [x]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]


<Page>


                            CALCULATION OF FILING FEE
================================================================================
         Transaction Valuation*                   Amount of Filing Fee
--------------------------------------------------------------------------------
             $57,550,724                               $11,510
================================================================================

*  For purposes of calculating the filing fee only. The transaction valuation
   was based on the sum of (1) the product of 15,073,446 shares of common stock
   of AGENCY.COM Ltd. and the merger consideration of $3.35 per share and (2)
   the difference between the merger consideration of $3.35 per share and the
   exercise price per share of each of the 10,337,068 shares of AGENCY.COM Ltd.
   common stock subject to outstanding options, provided that the difference is
   greater than zero. In accordance with Rule 0-11 of the Exchange Act, the
   filing fee was determined by multiplying the amount calculated pursuant to
   the preceding sentence by 1/50 of one percent.

[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and date of its filing.

     Amount Previously Paid:  $11,457          Filing Party:  AGENCY.COM Ltd.
     Form or Registration No.: Schedule 14A    Filing Date:   July 10, 2001

<Page>
                                 SCHEDULE 13E-3

      This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed pursuant to Section 13(e) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and relates to the Agreement and Plan
of Merger (the "Merger Agreement") dated as of June 26, 2001 among AGENCY.COM
Ltd. (the "Company"), Seneca Investments LLC ("Seneca") and E-Services
Investments Agency Sub LLC, a wholly owned subsidiary of Seneca ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will merge with and into the
Company, with the Company being the surviving corporation (the "Merger"). This
Schedule 13E-3 is being jointly filed by and on behalf of Seneca, Merger Sub the
Company.

      Concurrently with the filing of this Schedule 13E-3, the Company is filing
with the Securities and Exchange Commission a preliminary proxy statement (the
"Proxy Statement") under Regulation 14A of the Exchange Act, relating to the
special meeting of stockholders of the Company at which the stockholders of the
Company will consider and vote upon a proposal to adopt the Merger Agreement. A
copy of the preliminary Proxy Statement is attached hereto as Exhibit (a)(1) and
a copy of the Merger Agreement is attached as Appendix A to the Proxy Statement.

      The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated herein by reference. Capitalized terms
used but not defined in this Schedule 13E-3 have the meanings given to them in
the Proxy Statement. The information contained in this Schedule 13E-3 and/or the
Proxy Statement concerning each filing party was supplied by such filing party
and no other filing party takes responsibility for the accuracy of such
information.

ITEM 1. SUMMARY TERM SHEET.

      The information contained in the sections of the Proxy Statement entitled
"Questions and Answers About the Merger and the Special Meeting" and "Summary
Term Sheet" is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

      (a) The information contained in the section of the Proxy Statement
entitled "Summary Term Sheet--The Companies" is incorporated herein by
reference. The Company is the issuer of the class of equity securities which is
the subject of this Rule 13e-3 transaction.

      (b) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Special Meeting--Record Date for Voting" and
"Introduction--Voting Rights; Vote Required for Approval" is incorporated herein
by reference.

      (c) The information contained in the section of the Proxy Statement
entitled "Information About Agency--Comparative Market Price Data" is
incorporated herein by reference.

      (d) The information contained in the section of the Proxy Statement
entitled "Information About Agency--Dividends" is incorporated herein by
reference.

      (e) The information contained in the sections of the Proxy Statement
entitled "Information About Agency--Description of the Business of
Agency--Our Corporate History" and "Information About Agency--Management's
Discussion and Analysis of Financial Condition and Results of Operation
--Liquidity and Capital Resources" is incorporated herein by reference.

      (f) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Prior Stock Purchases,""Special
Factors--Background of Merger--Seneca's Formation" and "Special
Factors--Background of Merger--Share Purchase Agreement" is incorporated
herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

      (a)-(c) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Companies," "Other Matters--Security Ownership
of Certain Beneficial Owners and Management," "Special Factors--Background of
Merger--Seneca's Formation," "Special Factors--Background of Merger--Share
Purchase Agreement," "Special Factors--Relationships Among Seneca, Omnicom and
Agency," "Special Factors--Relationships Among Seneca, Omnicom and Our Directors
and Officers" and "Other Matters--Directors and Officers of Agency, Seneca,
Omnicom and Pegasus" is incorporated herein by reference.

      DIRECTORS AND OFFICERS OF SENECA INVESTMENTS LLC. Set forth in the table
below are the (i) name, (ii) current principal occupation or employment, and the
name and principal business of any corporation or other organization in

                                       1
<Page>

which the employment or occupation is conducted, and (iii) material occupations,
positions, offices or employment during the last five years, and the name and
principal business of any corporation or other organization in which the
occupation, position, office or employment was carried on, of each of the
directors and executive officers of Seneca. Each person's principal business
address is 437 Madison Avenue, New York, New York 10022. The phone number of
Seneca is (212) 415-3787.

<Table>
<Caption>

      Name                    Principal Occupation or Employment
      ----                    ----------------------------------

<S>                           <C>
      Michael P. Tierney      Chief Executive Officer and Director, Seneca from
                              May 2001 to present; President, Communicade Inc.,
                              a former investment subsidiary of Omnicom, from
                              October 2000 to May 2001; prior thereto, Managing
                              Director, Ecoban Finance Ltd., a merchant bank
      Gerard A. Neumann       Vice President, Chief Financial Officer, Treasurer
                              and Secretary, Seneca from May 2001 to present;
                              Managing Director, Vice President and Treasurer of
                              Communicade Inc. from January 2000 to May 2001;
                              Chief Financial Officer, Communicade Inc. from
                              July 1997 to May 2001; prior thereto, Director of
                              Finance and Planning, Prodigy Services Corp., an
                              online service
</Table>

         DIRECTORS AND OFFICERS OF AGENCY.COM LTD. Set forth in the table
below are (i) the name, (ii) current principal occupation or employment, and
the name and principal business of any corporation or other organization in
which the employment or occupation is conducted, and (iii) material
occupations, positions, offices or employment during the last five years, and
the name and principal business of any corporation or other organization in
which the occupation, position, office or employment was carried on, of each
of the directors and executive officers of Agency. Each person's principal
business address is 20 Exchange Place, New York, New York 10005. The phone
number of Agency is (212) 358-2600.

<Table>
<Caption>
NAME                          PRINCIPAL OCCUPATION OR EMPLOYMENT
<S>                           <C>
Chan Suh                      President, Chief Executive Officer and Chairman of the
                              Board of Directors, Agency, from February 1995 to present
Kyle Shannon                  Director, Agency, from February 1995 to present; Executive Vice
                              President, Agency, from June 2001 to present; Chief People Officer,
                              Agency, from January 2000 to May 2001
Kenneth Trush                 Director, Agency, from September 1996 to present; Executive Vice
                              President, Agency, from July 1997 to present;
                              Executive Vice President for Corporate Development, Agency, from
                              November 1999 to present; Chief Financial Officer and Treasurer,
                              Agency, from July 1997 to November 1999; Director, EdgeMatrix Pte.
                              Ltd.; Director, AVIO, Inc.
Charles Dickson               Executive Vice President and Chief Financial Officer,
                              Agency, from November 1999 to present; Treasurer, Agency, from
                              February 2000 to present; Executive Vice President and Chief
                              Financial Officer, WinStar Communications Inc., a provider of
                              broadband communications services to business customers, from
                              December 1997 to October 1999; prior thereto, Chief Financial
                              Officer, General Instrument Corporation, a broadband equipment
                              and services provider
Mary Von Herrman              Executive Vice President of Human Resources, Agency, from May 2001
                              to present; Vice President of Learning and Development, Agency, from
                              September 1999 to May 2001; Senior Project Manager, Accenture, from
                              September 1997 to September 1999
Eamonn Wilmott                Chairman, European Operations, Agency, from August 2000 to present;
                              President, European Operations and Managing Director of the
                              London office of Agency, from May 1997 to June 1999; prior
                              thereto, Director, Online Magic Limited, an interactive agency
Kevin Rowe                    President of North American operations, Agency, from April 1999 to
                              present; President, Eagle River Interactive, an interactive
                              agency acquired by Agency, from December 1996 to April 1999;
                              prior thereto, Executive Vice President and General Manager,
                              Midwest Region of MCI Systemhouse Inc., a division of MCI
                              Communications Inc.
Michael Mathews               President of European Operations, Agency, from August 2000 to
                              present; Chief Operating Officer and Executive Vice President
                              of European operations, Agency, from July 1999 to August 2000;
                              prior thereto, Vice President and General Manager, CKS Group,
                              Inc., an interactive professional services firm
James Imbriaco                Executive Vice President and General Counsel, Agency, from November
                              2000 to present; Secretary, Agency, from March 2001 to present;
                              Assistant Secretary, Agency, from December 2000 to March 2001;
                              Deputy General Counsel and Assistant Secretary, the Times
                              Mirror Company, and General Counsel, The Baltimore Sun
                              Company, from December 1998 to September 2000; prior thereto,
                              Vice President and General Counsel of Matthew Bender &
                              Company, Inc.
Lawrence Krakauer             Chief Technology Officer, Agency, from April 1999 to present;
                              Chief Technology Officer, Quadris Consulting, from July 1998 to
                              April 1999, President of Quadris Consulting, which began as a
                              division of JYACC, Inc., a software product and information
                              technology consulting company from January 1995 to April 1999
Michael J. Jackson            Vice President, Agency, from June 2001 to present; Corporate
                              Controller, Agency, from August 1999 to present; Principal
                              Accounting Officer, Agency, from May 2000 to present
John D. Wren                  Director, Agency, from September 1996 to present; Chief Executive
                              Officer and President of Omnicom, from 1997 to present; prior
                              thereto, President, Omnicom and Chairman, Diversified Agency Services
                              Division of Omnicom
Jeffrey Rayport               Director, Agency, from December 1999 to present; associate professor
                              of business administration in the Service Management Unit at
                              the Harvard Business School, from September 1991 to present;
                              Chief Executive Officer, Marketspace, LLC, a Monitor Group
                              Company, from October 1998 to present
Thomas DeLong                 Director, Agency, from December 1999 to present; senior lecturer
                              and professor of management at the Harvard Business School,
                              from January 1997 to present; Chief Development Officer and
                              head of Human Resources, Morgan Stanley, from 1993 to December
                              1996
</Table>

      DIRECTORS AND OFFICERS OF PEGASUS E-SERVICES HOLDINGS LLC, PEGASUS
PARTNERS II, LP, PEGASUS INVESTORS II, LP AND PEGASUS INVESTORS II GP, LLC.
Set forth in the table below are the (i) name, (ii) current principal
occupation or employment, and the name and principal business of any
corporation or other organization in which the employment or occupation is
conducted, and (iii) material occupations, positions, offices or employment
during the last five years, and the name and principal business of any
corporation or other organization in which the occupation, position, office
or employment was carried on, of each of the directors and executive officers
of Pegasus E-Services Holdings LLC, a Delaware limited liability company
("Holdings"), Pegasus Partners II, LP, a Delaware limited partnership
("Pegasus Partners"), Pegasus Investors II, LP, a Delaware limited
partnership ("Pegasus LP"), and Pegasus Investors II GP, LLC, a Delaware
limited partnership ("Pegasus GP"). Each person's principal business address
is 99 River Road, Cos Cob, Connecticut 06807. All of the following have held
their positions for at least five years except as specified below. Pegasus GP
is the general partner of Pegasus LP and is principally engaged in the
business of serving as the general partner of Pegasus LP. Pegasus LP is the
general partner of Pegasus Partners and is principally engaged in the
business of serving as the general partner of Pegasus Partners. Pegasus
Partners is principally engaged in the business of investment in securities
and is the sole member and manager of Holdings. Holdings is the sole holder
of Seneca's common stock.

   PEGASUS E-SERVICES HOLDINGS LLC
      Sole Member and Manager: Pegasus Partners

   PEGASUS PARTNERS II, LP
      General Partner: Pegasus LP

   PEGASUS INVESTORS II, LP
      General Partner: Pegasus GP

   PEGASUS INVESTORS II GP, LLC

<Table>
<Caption>

      Name                    Principal Occupation or Employment
      ----                    ----------------------------------

<S>                           <C>
      Craig Cogut             President of Pegasus GP and certain of its
                              affiliates
      Andrew Bursky           Vice President, Pegasus GP and certain of its
                              affiliates from June 1999 to present; prior
                              thereto, Senior Managing Director of Interlaken
                              Capital, Inc., a private equity concern
      David Uri               Vice President, Pegasus GP and certain of its
                              affiliates from June 1999 to present; Vice
                              President, The Jordan Company, LLC, a private
                              equity firm, from December 1997 to June 1999;
                              prior thereto, Principal, EXOR America, Inc., an
                              investment holding company
      Rodney Cohen            Vice President, Pegasus GP and certain of its
                              affiliates
      Jonathan Berger         Vice President, Pegasus GP and certain of its
                              affiliates from May 1997 to present; prior
                              thereto, Vice President, UBS Securities, LLC
      Eileen Ambach           Chief Financial Officer, Pegasus Investors GP and
                              certain of its affiliates from November 1997 to
                              present; prior thereto, various positions (the
                              last of which was Senior Manager) at Deloitte &
                              Touche, LLP, an accounting firm
</Table>

      DIRECTORS AND OFFICERS OF OMNICOM GROUP INC. Set forth in the table below
are the (i) name, (ii) current principal occupation or employment, and the name
and principal business of any corporation or other organization in which the
employment or occupation is conducted, and (iii) material occupations,
positions, offices or employment during the last five years, and the name and
principal business of any corporation or other organization in which the
occupation, position, office or employment was carried on, of each of the
directors and executive officers of Omnicom Group Inc., a New York corporation
("Omnicom"). Unless otherwise set forth below, each person's principal
business address is 437 Madison Avenue, New York, New York 10022. All of the
following have held their positions for at least five years except as
specified below.

                                       2
<Page>

<Table>
<Caption>

      Name                    Principal Occupation or Employment
      ----                    ----------------------------------

<S>                           <C>
      Philip J. Angelastro    Controller of Omnicom from February 1999 to
                              present; Vice President of Finance, Diversified
                              Agency Services division of Omnicom from June 1997
                              to February 1999; prior thereto, Partner, Coopers
                              & Lybrand LLP, an accounting firm.
      Richard I. Beattie      Director since 2000; Partner, Simpson, Thacher
                              & Bartlett, a law firm. Mr. Beattie's principal
                              business address is 425 Lexington Avenue, New
                              York, NY 10017.
      Bernard Brochand        Director since 1993; Vice Chairman DDB Worldwide
                              Communications Group Inc., a subsidiary of Omnicom
                              (Citizen of France). Mr. Brochand's principal
                              business address is 55 rue d'Amsterdam, 75391
                              Paris Cedex 08, France.
      Robert J. Callander     Director since 1992; Retired Chairman of Chemical
                              Banking Corporation; Retired
                              Executive-in-Residence, Columbia School of
                              Business. Mr. Callander's principal business
                              address is 29 Still Hollow Road, Lebanon,
                              NY 08833.
      James A. Cannon         Director since 1986; Vice Chairman and Chief
                              Financial Officer, BBDO Worldwide Inc., a
                              subsidiary of Omnicom. Mr. Cannon's principal
                              business address is 1285 Avenue of the Americas,
                              New York, NY 10019.
      Leonard S. Coleman, Jr. Director since 1993; Senior Advisor, Major League
                              Baseball from 1999 to present; prior thereto,
                              President, National League, Major League
                              Baseball. Mr. Coleman's principal business
                              address is 9 West 57th Street, 37th Floor,
                              New York, NY 10019.
      Bruce Crawford          Director since 1989; Chairman of Omnicom; prior
                              thereto, Chief Executive Officer of Omnicom until
                              1997.
      Susan S. Denison        Director since 1997; Partner, Cook Associates from
                              May 2001 to present; Partner, The Cheyenne Group,
                              an executive search firm, from 1999 to May 2001;
                              Partner, TASA Worldwide/Johnson, Smith & Knisely
                              from 1997 to 1999; prior thereto, Executive Vice
                              President, Entertainment and Marketing - Madison
                              Square Garden. Ms. Denison's principal business
                              address is 303 East 57th Street, New York, NY
                              10022.
      Jean-Marie Dru          Director since May 2001; President and Chief
                              Executive Officer of TBWA Worldwide Inc., an
                              Omnicom subsidiary, from April 2001 to present;
                              Chief Executive Officer of Groupe BDDP France SA
                              from 1997 to April 2001; prior thereto, Chief
                              Executive of BDDP Worldwide, an Omnicom
                              subsidiary. Mr. Dru's principal business
                              address is 488 Madison Avenue, New York, NY
                              10022.
      Peter Foy               Director since 1999; Chairman, Whitehead Mann
                              Group plc, a senior level search organization,
                              from January 1, 2001 to present; prior thereto,
                              Chairman, Baring Brothers International, the
                              corporate finance arm of ING's Investment Bank
                              (Citizen of the United Kingdom). Mr. Foy's
                              principal business address is 5 Belvedere Drive,
                              Wimbledon SW19 7BX, England.
      Michael Greenlees       Director since 2000; Executive Vice President,
                              Omnicom from March 2001 to present; President and
                              Chief Executive Officer, TBWA Worldwide, Inc., an
                              Omnicom subsidiary, from May 1998 to March 2001;
                              prior thereto, Chairman and Chief Executive
                              Officer, GGT Group plc, which was acquired by
                              Omnicom in March 1999 (Citizen of the United
                              Kingdom).
      Thomas L. Harrison      Director since 1999; Chairman and Chief Executive
                              Officer, Diversified Agency Services division of
                              Omnicom.
      Dennis E. Hewitt        Treasurer of Omnicom.
      Peter Mead              Vice Chairman of Omnicom from May 2000 to present;
                              prior thereto, Group Chief Executive, Abbot Mead
                              Vickers plc and Joint Chairman of AMV BBDO.
      John R. Murphy          Director since 1996; Vice Chairman, National
                              Geographic Society from March 1998 to present;
                              prior thereto, President and Chief Executive
                              Officer, National Geographic Society. Mr.
                              Murphy's principal business address is 3115
                              Blendon Road, Owings Mills, MD 21117.
      Robert A. Profusek      Executive Vice President from May 2000 to present;
                              prior thereto, head of transactional practice
                              group of Jones, Day, Reavis & Pogue, a global law
                              firm.
      John R. Purcell         Director since 1986; Chairman and Chief Executive
                              Officer, Grenadier Associates Ltd., a merchant
                              banking and financial advisory firm. Mr.
                              Purcell's principal business address is 14155
                              U.S. Highway One, Suite 310, Juno Beach, FL
                              33408.
      Keith L. Reinhard       Director since 1986; Chairman and Chief Executive
                              Officer, DDB Worldwide, an Omnicom subsidiary.
                              Mr. Reinhard's principal business address is
                              437 Madison Avenue, New York, NY 10022.
      Linda Johnson Rice      Director since 2000; President and Chief Operating
                              Officer, Johnson Publishing Company, Inc. Ms.
                              Rice's principal business address is 820 South
                              Michigan Avenue, Chicago, IL 60605.
      Allen Rosenshine        Director since 1986; Chairman and Chief Executive
                              Officer, BBDO Worldwide, an Omnicom subsidiary.
                              Mr. Rosenshine's principal business address is 1285
                              Avenue of the Americas, New York, NY 10019.
      Gary L. Roubos          Director since 1986; Retired Chairman, Dover
                              Corporation, a diversified industrial
                              manufacturing corporation. Mr. Roubos'
                              principal business address is P.O. Box 2641,
                              Edwards, CO 81632.
      Barry J. Wagner         General Counsel and Secretary of Omnicom.
      Randall J. Weisenburger Executive Vice President and Chief Financial
                              Officer from 1999 to present.
</Table>


                                      3
<Page>

<Table>
<S>                           <C>
                              (joined Omnicom in 1998); prior thereto, President
                              and Chief Executive Officer, Wasserstein Perella
                              Management Partners, a merchant bank.
      John D. Wren            Director since 1993; Chief Executive Officer and
                              President of Omnicom from 1997 to present; prior
                              thereto, President, Omnicom and Chairman,
                              Diversified Agency Services Division of Omnicom.
</Table>

None of the persons specified in, or incorporated by reference into, this Item 3
have been convicted in a criminal proceeding during the past five years
(excluding traffic violations or similar misdemeanors) or was a party to any
judicial or administrative proceeding during the past five years (except matters
that were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws. Unless otherwise
disclosed in the Proxy Statement or in this Item 3, each of the persons
specified in, or incorporated by reference into, this Item 3 is a United States
citizens.

ITEM 4. TERMS OF THE TRANSACTION.

      (a)(1)  Not applicable.

      (a)(2) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term Sheet--The Special Meeting," "Summary Term Sheet--The Merger,"
"Introduction--Voting Rights; Vote Required for Approval," "Special
Factors--Background of Merger," "Special Factors--Recommendations of the
Special Committee and Our Board of Directors," "Special Factors--Agency's
Position as to the Merger," "Special Factors--The Seneca Holders' Position as
to the Merger," "Special Factors--Agency's Reasons for the Merger," "Special
Factors--The Seneca Holders' Reasons for the Merger," "Special
Factors--Purpose and Structure of the Merger," "Special Factors--Effects of
the Merger," "Special Factors--Interests of Our Directors and Executive
Officers in the Merger," "Special Factors--Relationships Among Seneca,
Omnicom and Agency," "Special Factors--Relationships Among Seneca, Omnicom
and Our Directors and Officers," "Special Factors--Material U.S. Federal
Income Tax Consequences of the Merger to Our Stockholders," "The
Merger--Accounting Treatment," "The Merger--The Merger
Agreement--Consideration to be Received by Our Stockholders" and "The
Merger--The Merger Agreement--Stock Options and Stock Purchase Rights" is
incorporated herein by reference.

      (c) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term Sheet--The Merger--Effects of the Merger," "Summary Term
Sheet--The Merger--Interests of Our Directors and Executive Officers in the
Merger," "Special Factors--Effects of the Merger," "Special
Factors--Interests of Our Directors and Executive Officers in the Merger,"
"Special Factors--Relationships Among Seneca, Omnicom and Agency," "Special
Factors--Relationships Among Seneca, Omnicom and Our Directors and
Officers--Share Purchase Agreement," "The Merger--The Merger
Agreement--Consideration to be Received by Our Stockholders" and "The
Merger--The Merger Agreement--Stock Options and Stock Purchase Rights" is
incorporated herein by reference.

      (d) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term Sheet--The Merger--Appraisal Rights," "The Merger--Appraisal
Rights" and in Appendix C to the Proxy Statement is incorporated herein by
reference.

      (e) The information contained in the section of the Proxy Statement
entitled "Other Matters--Available Information" is incorporated herein by
reference.

      (f)  Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

      (a)-(c) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Interests of Our Directors and
Executive Officers in the Merger," "Special Factors--Background of Merger,"
"Special Factors--Relationships Among Seneca, Omnicom and Agency," "Special
Factors--Relationships Among Seneca, Omnicom and Our Directors and
Officers--Share Purchase Agreement," "Special Factors--Relationships Among
Seneca, Omnicom and Our Directors and Officers--Special Committee Members,"
"Special Factors--Relationships Among Agency and Our Directors and Officers,"
and "Special Factors--Interests of Our Directors and Executive Officers in the
Merger" is incorporated herein by reference.

      (e) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Interests of Our Directors and
Executive Officers in the Merger," "Special Factors--Background of


                                       4
<Page>

Merger," "Special Factors--Relationships Among Seneca, Omnicom and
Agency--Agency, Omnicom and Seneca," "Special Factors--Relationships Among
Seneca, Omnicom and Our Directors and Officers--Share Purchase Agreement,"
"Special Factors--Relationships Among Seneca, Omnicom and Our Directors and
Officers--Special Committee Members" and "Special Factors--Interests of Our
Directors and Executive Officers in the Merger" is incorporated herein by
reference.

ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.

      (b) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Effects of the Merger," "Special
Factors--Purpose and Structure of the Merger," "Special Factors--Effects of
the Merger," "The Merger--Payment of Merger Consideration and Surrender of
Stock Certificates," "Special Factors--The Seneca Holders' Reasons for the
Merger," "Special Factors--Agency's Reasons for the Merger," "The Merger--The
Merger Agreement--Consideration to be Received by Our Stockholders" and "The
Merger--The Merger Agreement--Stock Options and Stock Purchase Rights" is
incorporated herein by reference.

      (c)(1)-(8) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet--The Merger--Effects of the Merger,"
"Introduction--Proposal to be Considered at the Special Meeting," "Special
Factors--Background of Merger," "Special Factors--Effects of the Merger,"
"Special Factors--Interests of Our Directors and Executive Officers in the
Merger," "Special Factors--Relationships Among Seneca, Omnicom and Agency"
and "The Merger--The Merger Agreement--Certificate of Incorporation; Bylaws;
Directors and Officers of New Agency" is incorporated herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

      (a)-(c) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet--The Merger--Purpose of the Merger,"
"Special Factors--Background of Merger," "Special Factors--Agency's Position
as to the Merger," "Special Factors--Agency's Reasons for the Merger,"
"Special Factors--Opinion of Salomon Smith Barney," "Special
Factors--Recommendations of the Special Committee and Our Board of
Directors," "Special Factors--The Seneca Holders' Position as to the Merger,"
"Special Factors--The Seneca Holders' Reasons for the Merger," "Special
Factors--Purpose and Structure of the Merger" and in Appendix B to the Proxy
Statement is incorporated herein by reference.

      (d) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term Sheet--The Merger--Effects of the Merger," "Summary Term
Sheet--The Merger--Interests of Our Directors and Executive Officers in the
Merger," "Summary Term Sheet--The Merger--Material U.S. Federal Tax
Consequences," "Special Factors--Effects of the Merger," "Special
Factors--Interests of Our Directors and Executive Officers in the Merger,"
"Special Factors--Material U.S. Federal Income Tax Consequences of the Merger
to Our Stockholders," "The Merger--Payment of Merger Consideration and
Surrender of Stock Certificates," "The Merger--The Merger
Agreement--Consideration to be Received by Our Stockholders," "The
Merger--The Merger Agreement--Certificate of Incorporation; Bylaws; Directors
and Officers of New Agency" and "The Merger--The Merger Agreement--Stock
Options and Stock Purchase Rights" is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE GOING-PRIVATE TRANSACTION.

      (a)-(b) The information contained in the sections of the Proxy
Statement entitled "Questions and Answers About the Merger and the Special
Meeting," "Summary Term Sheet--The Merger--Recommendations of the Special
Committee and Our Board of Directors," "Summary Term Sheet--The
Merger--Opinion of Salomon Smith Barney," "Summary Term Sheet--The
Merger--Agency's Position as to Fairness of the Merger," "Summary Term
Sheet--The Merger--The Seneca Holders' Position as to Fairness of the
Merger," "Special Factors--Background of Merger," "Special Factors--Opinion
of Salomon Smith Barney," "Special Factors--Recommendations of the Special
Committee and Our Board of Directors," "Special Factors--Agency's Position as
to the Merger," "Special Factors--The Seneca Holders' Position as to the
Merger" and in Appendix B to the Proxy Statement is incorporated herein by
reference.

      (c) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term--The Special Meeting--Vote Required for Approval" and
"Introduction Sheet--Voting Rights; Vote Required for Approval" is
incorporated herein by reference.

      (d) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of Merger," "Special Factors--Opinion of
Salomon Smith Barney," "Special Factors--Recommendations of the Special
Committee and Our Board of Directors," "Special Factors--Agency's Position as

                                       5
<Page>

to the Merger," "Special Factors--Interests of Our Directors and Executive
Officers in the Merger" and in Appendix B to the Proxy Statement is
incorporated herein by reference.

      (e) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term Sheet--The Merger--Recommendations of the Special Committee and
Our Board of Directors," "Special Factors--Background of Merger," "Special
Factors--Recommendations of the Special Committee and Our Board of Directors"
and "Special Factors--Agency's Position as to the Merger" is incorporated herein
by reference.

      (f)  Not applicable.

ITEM 9. REPORTS, OPINIONS APPRAISALS AND NEGOTIATIONS

      (a)-(b) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Opinion of Salomon Smith Barney,"
"Special Factors--Background of Merger," "Special Factors--Opinion of Salomon
Smith Barney," "Special Factors--Recommendations of the Special Committee and
Our Board of Directors," "The Merger--Financing of the Merger; Fees and Expenses
of the Merger" and in Appendix B to the Proxy Statement is incorporated herein
by reference.

      (c) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Opinion of Salomon Smith Barney,"
"Special Factors--Opinion of Salomon Smith Barney," "Other Matters--Available
Information" and in Appendix B to the Proxy Statement is incorporated herein by
reference.

ITEM 10. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION

      (a)-(c) The information contained in the section of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Financing of the Merger" and "The
Merger--Financing of the Merger; Fees and Expenses of the Merger" is
incorporated herein by reference.

      (d)  Not applicable.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

      (a) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Merger--Interests of Our Directors and
Executive Officers in the Merger," "Introduction--Voting Rights; Vote Required
for Approval," "Special Factors--Background of Merger," "Special
Factors--Interests of Our Directors and Executive Officers in the Merger,"
"Special Factors--Relationships Among Seneca, Omnicom and Agency" and "Other
Matters--Security Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.

      (b) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of Merger," "Special Factors--Interests
of Our Directors and Executive Officers in The Merger," "Special
Factors--Relationships Among Seneca, Omnicom and Agency" and "Special
Factors--Relationships Among Seneca, Omnicom and Our Directors and
Officers--Share Purchase Agreement" is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

      (d) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Introduction--Voting Rights; Vote Required for Approval," "Special
Factors--Background of Merger," "Special Factors--Recommendations of the
Special Committee and Our Board of Directors," "Special Factors--Agency's
Position as to the Merger," "Special Factors--Agency's Reasons for the
Merger," "Special Factors--The Seneca Holders' Position as to the Merger,"
"Special Factors--The Seneca Holders' Reasons for the Merger" and "The
Merger--The Merger Agreement--Representations, Warranties and Covenants of
Seneca and E-Services Investments" is incorporated herein by reference.

      (e) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Summary Term Sheet--The Merger--Recommendations of the Special Committee and
Our Board of Directors," "Special Factors--Background of Merger," "Special
Factors--Recommendations of the Special Committee and Our Board of Directors,"
"Special Factors--Agency's Position as to the Merger," "Special Factors--
Agency's Reasons for the Merger," "Special Factors--The Seneca Holders' Position
as to the Merger" and "Special Factors--The Seneca Holders' Reasons for the
Merger" is incorporated herein by reference.

                                       6
<Page>

ITEM 13.    FINANCIAL STATEMENTS

      (a) The information contained in the sections of the Proxy Statement
entitled "Information About Agency--Consolidated Ratios of Earnings to Fixed
Charges and Book Value per Share," "Information About Agency--Selected
Financial Data," "Information About Agency--Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Information About
Agency--Financial Statements and Supplementary Financial Information" and
"Other Matters--Available Information" is incorporated herein by reference.

      (b) Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

      (a) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger and the Special Meeting,"
"Introduction--Solicitation of Proxies; Expenses of Solicitation," "Special
Factors--Background of Merger," "Special Factors--Opinion of Salomon Smith
Barney," "Special Factors--Agency's Position as to the Merger," "Special
Factors--Agency's Reasons for the Merger," "Special Factors--The Seneca
Holders' Position as to the Merger," "Special Factors--The Seneca Holders'
Reasons for the Merger," "Special Factors--Interests of Our Directors and
Executive Officers in the Merger," "The Merger--Financing of the Merger; Fees
and Expenses of the Merger" and in Appendix B to the Proxy Statement is
incorporated herein by reference.

      (b) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of Merger," "Special Factors--Interests
of Our Directors and Executive Officers in the Merger," "Special
Factors--Relationships Among Seneca, Omnicom and Agency" and "Special
Factors--Relationships Among Seneca, Omnicom and Our Directors and Officers"
is incorporated herein by reference.

ITEM 15. ADDITIONAL INFORMATION.

      (b) The information contained in the section of the Proxy Statement
entitled "Information About Agency--Legal Proceedings" is incorporated herein by
reference.

ITEM 16. EXHIBITS.

      (a)(1) Preliminary Proxy Statement of the Company filed with the
             Securities and Exchange Commission on July 10, 2001 and
             incorporated herein by reference.

      (a)(2) Proxy Card (included in the Proxy Statement and incorporated herein
             by reference).

      (b)    Not applicable.

      (c)(1) Opinion of Salomon Smith Barney Inc. (included as Appendix B to
             the Proxy Statement and incorporated herein by reference).

      (c)(2) Materials presented by Salomon Smith Barney to the Special
             Committee on June 25, 2001 (filed herewith).

      (d)(1) Agreement and Plan of Merger, dated as of June 26, 2001, among the
             Company, Seneca and Merger Sub (included as Appendix A to the Proxy
             Statement and incorporated herein by reference).

      (d)(2) Share Purchase Agreement, dated as of May 14, 2001, by and among
             Seneca, Merger Sub and the stockholders listed therein
             (incorporated by reference to Exhibit 1 to Amendment No. 1 to
             Schedule 13D filed by Seneca on May 15, 2001).

      (d)(3) Registration Rights Agreement (incorporated by reference to the
             exhibits filed with Company's Registration Statement on Form S-1
             (Reg. No. 333-986433), which was declared effective on December 8,
             1999).

      (d)(4) Credit Agreement, dated as of November 4, 1999, between
             Omnicom Finance Inc., the Company and the subsidiary guarantors
             named therein (incorporated by reference to the exhibits filed
             with Company's Registration Statement on Form S-1
             (Reg. No. 333-986433), which was declared effective on December 8,
             1999).

      (d)(5) Restricted Stock Agreement, dated April 16, 1999, by and between
             Kevin Rowe and the Company (incorporated by reference to the
             exhibits filed with Company's Registration Statement on Form S-1
             (Reg. No. 333-986433), which was declared effective on December 8,
             1999).

      (d)(6) Warrant Agreement, dated November 24, 1999 (incorporated by
             reference to the exhibits filed with the Company's Registration
             Statement on Form S-1 (Reg. No. 333-986433), which was declared
             effective on December 8, 1999).

      (d)(7) Warrant Agreement, as amended, dated April 28, 1999 (incorporated
             by reference to the exhibits filed with the Company's Registration
             Statement on Form S-1 (Reg. No. 333-986433), which was declared
             effective on December 8, 1999).

      (d)(8) Promissory Note, Pledge Agreement and Indemnity Agreement to the
             Company by Chan Suh (incorporated by reference to the Company's
             Form 10-K for the year ended December 31, 2000).

      (d)(9) Promissory Note, Pledge Agreement and Indemnity Agreement to the
             Company by Kyle Shannon (incorporated by reference to the
             Company's Form 10-K for the year ended December 31, 2000).

      (d)(10)Promissory Note, Pledge Agreement and Indemnity Agreement to the
             Company by Eamonn Wilmott (incorporated by reference to the
             Company's Form 10-K for the year ended December 31, 2000).

      (f)    Section 262 of the Delaware General Corporation Law (included as
             Appendix C to the Proxy Statement and incorporated herein by
             reference).

      (g)    Not applicable.

                                       7
<Page>

                                    SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify
that the information in this statement is true, complete and correct.

Dated: August 21, 2001

                                      SENECA INVESTMENTS LLC


                                      By: /s/ Michael P. Tierney
                                         ---------------------------------------
                                          Michael P. Tierney
                                          Chief Executive Officer

                                      E-SERVICES INVESTMENTS AGENCY SUB LLC

                                          By: Communicade LLC, its member
                                             By: Seneca Investments LLC, its
                                                 member


                                      By: /s/ Michael P. Tierney
                                         ---------------------------------------
                                          Michael P. Tierney
                                          Chief Executive Officer

                                      AGENCY.COM LTD.


                                      By: /s/ James Imbriaco
                                         ---------------------------------------
                                          James Imbriaco
                                          Executive Vice President, General
                                          Counsel and Secretary


                                       8
<Page>

                                 EXHIBIT NUMBER

    Exhibit
    Number  Description
    ------  -----------

     (a)(1) Preliminary Proxy Statement of the Company filed with the Securities
            and Exchange Commission on July 10, 2001 and incorporated herein by
            reference.

     (a)(2) Proxy Card (included in the Proxy Statement and incorporated
            herein by reference).

     (b)    Not applicable.

     (c)(1) Opinion of Salomon Smith Barney Inc. (included as Appendix B to
            the Proxy Statement and incorporated herein by reference).

     (c)(2) Materials presented by Salomon Smith Barney to the Special Committee
            on June 25, 2001 (filed herewith).

     (d)(1) Agreement and Plan of Merger, dated as of June 26, 2001, among the
            Company, Seneca and Merger Sub (included as Appendix A to the Proxy
            Statement and incorporated herein by reference).

     (d)(2) Share Purchase Agreement, dated as of May 14, 2001, by and among
            Seneca, Merger Sub and the stockholders listed therein (incorporated
            by reference to Exhibit 1 to Amendment No. 1 to Schedule 13D filed
            by Seneca on May 15, 2001).

     (d)(3) Registration Rights Agreement (incorporated by reference to the
            exhibits filed with Company's Registration Statement on Form S-1
            (Reg. No. 333-986433) which was declared effective on December 8,
            1999).

     (d)(4) Credit Agreement, dated as of November 4, 1999, between Omnicom
            Finance Inc., the Company and the subsidiary guarantors named
            therein (incorporated by reference to the exhibits filed with
            Company's Registration Statement on Form S-1 (Reg. No. 333-986433)
            which was declared effective on December 8, 1999).

     (d)(5) Restricted Stock Agreement, dated April 16, 1999, by and between
            Kevin Rowe and the Company (incorporated by reference to the
            exhibits filed with Company's Registration Statement on Form S-1
            (Reg. No. 333-986433) which was declared effective on December 8,
            1999).

     (d)(6) Warrant Agreement, dated November 24, 1999 (incorporated by
            reference to the exhibits filed with Company's Registration
            Statement on Form S-1 (Reg. No. 333-986433) which was declared
            effective on December 8, 1999).

     (d)(7) Warrant Agreement, as amended, dated April 28, 1999 (incorporated
            by reference to the exhibits filed with Company's Registration
            Statement on Form S-1 (Reg. No. 333-986433) which was declared
            effective on December 8, 1999).

     (d)(8) Promissory Note, Pledge Agreement and Indemnity Agreement to the
            Company by Chan Suh (incorporated by reference to the Company's
            Form 10-K for the year ended December 31, 2000).

     (d)(9) Promissory Note, Pledge Agreement and Indemnity Agreement to the
            Company by Kyle Shannon (incorporated by reference to the
            Company's Form 10-K for the year ended December 31, 2000).

     (d)(10)Promissory Note, Pledge Agreement and Indemnity Agreement to the
            Company by Eamonn Wilmott (incorporated by reference to the
            Company's Form 10-K for the year ended December 31, 2000).

     (f)    Section 262 of the Delaware General Corporation Law (included as
            Appendix C to the Proxy Statement and incorporated herein by
            reference).

     (g)    Not applicable.




                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2054428zex-99_1.txt
<DESCRIPTION>EXHIBIT 99(C)(2)
<TEXT>
<Page>

                                                             EXHIBIT 99(c)(2)





CONFIDENTIAL




Presentation to:

AGENCY.COM


PRESENTATION TO THE SPECIAL COMMITTEE



June 18, 2001






                                                     [LOGO SALOMON SMITH BARNEY]

<Page>


CONFIDENTIAL MATERIAL PRESENTED TO THE SPECIAL COMMITTEE OF THE BOARD OF
DIRECTORS OF AGENCY.COM

The following pages contain material provided to the Special Committee of the
Board of Directors of AGENCY.COM. The information utilized in preparing this
following material was obtained from AGENCY.COM and publicly available
documents. Estimates and projections for AGENCY.COM used herein have been
prepared by AGENCY.COM, are based on information provided by AGENCY.COM, or have
been obtained from publicly available documents. Such estimates and projections
involve numerous and significant subjective determinations, which may or may not
prove to be correct, and Salomon Smith Barney expresses no opinion with respect
to such estimates and projections. No representation or warranty, express or
implied, is made as to the accuracy or completeness of any information contained
herein and nothing contained herein is, or shall be relied upon as, a promise or
representation, whether as to the past or the future. Because this material was
prepared for use in the context of an oral presentation to the Special Committee
of the Board of Directors of AGENCY.COM, which is familiar with the business and
affairs of AGENCY.COM, none of AGENCY.COM, its directors or Salomon Smith Barney
or any of their respective legal or financial advisors or accountants take any
responsibility for the accuracy or completeness of any of the material contained
herein if used by persons other than the Special Committee of the Board of
Directors of AGENCY.COM. Neither AGENCY.COM, its directors nor Salomon Smith
Barney undertakes any obligation to update or otherwise revise the accompanying
materials. Nothing contained herein is intended to constitute legal, tax or
accounting advice and should not be considered as such.







                                                     [LOGO SALOMON SMITH BARNEY]

<Page>



TABLE OF CONTENTS

      1     TRANSACTION OVERVIEW

      2     OVERVIEW OF AGENCY.COM

      3     VALUATION ANALYSIS

            APPENDIX

            A.  Company Profiles
            B.  Equity Discount Rate Calculation








                                                     [LOGO SALOMON SMITH BARNEY]

<Page>



1     TRANSACTION OVERVIEW






                                                     [LOGO SALOMON SMITH BARNEY]

<Page>



TRANSACTION BACKGROUND

SALOMON SMITH BARNEY IS PLEASED TO ADVISE THE SPECIAL COMMITTEE OF AGENCY.COM


o     Salomon Smith Barney ("SSB") has had an on-going relationship with
      AGENCY.COM ("ACOM" or "the Company") since 1996:

      o     1999: SSB co-lead on IPO
      o     1999: Initiated research coverage

o     As such, SSB was asked by the Board of Directors of ACOM to explore
      strategic alternatives for the Company in March 2001

o     SSB contacted 83 potentially interested parties

      o     A dozen meetings or conference calls were scheduled with management
      o     Five potential partners showed some interest in continuing
            conversations

o     On April 2, 2001 Omnicom announced that it was forming a joint venture
      with Pegasus, called Seneca

      o     Omnicom would contribute its IT Services holdings to the joint
            venture (including the 14,760,278 ACOM common shares and 5,168,000
            warrants originally acquired in September 1996)

o     On May 14, 2001 Seneca announced an agreement to buy 9 million shares from
      certain ACOM founders at $1.42 cash plus certain earnout provisions

o     Additionally, Seneca made an offer on May 14, 2001 to acquire the
      remaining public shares for $3.00 per share in cash

o     A Special Committee was formed to evaluate the offer. After some
      negotiations, Seneca agreed to consider offering $3.35 in cash








                                                     [LOGO SALOMON SMITH BARNEY]
1
<Page>



TRANSACTION TIMELINE


--------------------------------------------------------------------------------
DATE                       EVENT
--------------------------------------------------------------------------------

March 20, 2001             Discussion with SSB relating to strategic
                           alternatives

March 28, 2001             SSB began exploratory conversations on ACOM's behalf

April 2, 2001              Omnicom announced agreement with Pegasus to form a
                           joint venture called Seneca

April 26, 2001             SSB presented the preliminary findings to the Board
                           of Directors

                              o   24 interested parties had shown some interest

May 12, 2001               Special Committee formed

                              o   Constituents:
                                  -     Jeffrey F. Rayport
                                  -     Thomas DeLong

May 14, 2001               Certain ACOM founders and Seneca enter into agreement

                              o   $3.00 cash offer to public shareholders (a 46%
                                  premium to 5/13/01 price of $2.05)

June 1 and June 8, 2001    Special Committee met with Seneca

June 15, 2001              Seneca agreed to consider a $3.35 revised cash offer
                           to public shareholders (a 63% premium to 5/13/01
                           price of $2.05)

                              o   Subject to:
                                  -  The receipt of a Fairness Opinion from SSB
                                  -  The Special Committee recommending the
                                     transaction to the ACOM Board of Directors
                                  -  Satisfactory completion of the merger
                                     agreement
                                  -  Settlement of stockholder litigation






                                                     [LOGO SALOMON SMITH BARNEY]
2
<Page>



SUMMARY OF POTENTIAL STRATEGIC PARTNERS CONTACTED


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

                              83 PARTIES CONTACTED

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


                           24 EXPRESSED SOME INTEREST


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

                          12 MEETINGS/CONFERENCE CALLS
                                 WERE SCHEDULED

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

                                5 EXPRESSED SOME
                                FURTHER INTEREST

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

                                     1 BID

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







                                                     [LOGO SALOMON SMITH BARNEY]
3
<Page>



TRANSACTION SUMMARY



                               [PIE CHART OMITTED]





19.9 million Seneca Shares
15.1 million Public Shares Governed by Agreement and Plan of Merger (6/14/01)
9.0 million Founders Shares Governed by Share Purchase Agreement (5/14/01)


-----------------------------
Note: Share count includes 5,168,000 million warrants held by Seneca with an
exercise price of $0.005; excludes options.






                                                     [LOGO SALOMON SMITH BARNEY]

4
<Page>



KEY TRANSACTION TERMS - PUBLIC SHAREHOLDERS

<Table>
<Caption>
------------------------------------------------------------------------------------------------
SUBJECT                                      DESCRIPTION
------------------------------------------------------------------------------------------------

<S>                                          <C>
Acquiror                                      Seneca Investments LLC

Sellers                                       Public shareholders of AGENCY.COM Ltd.

Consideration                                 $3.35 in cash per AGENCY.COM share

Transaction Structure                         Reverse triangular merger; taxable
                                              May wish to combine with a tender offer

Deal Protection                               None

Selected Conditions to Closing                66 2/3% approval by non-Seneca shareholders
                                              No material adverse change

Termination Date                              December 31, 2001

Anticipated Closing                           Q3 2001

-------------------------------------------------------------------------------------------------
</Table>





                                                     [LOGO SALOMON SMITH BARNEY]

5
<Page>



KEY TRANSACTION TERMS - CERTAIN ACOM FOUNDERS

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------
SUBJECT                                       DESCRIPTION(a)
--------------------------------------------------------------------------------------------------------------

<S>                                          <C>
Acquiror                                      Seneca Investments LLC

Sellers                                       AGENCY.COM founders - Chan Suh, Chief Executive Officer
                                                                    Kyle Shannon, Chief People Officer
                                                                    Kenneth Trush, Executive Vice President

Price and Form of Consideration               See details on following page

Indemnification                               Several and not jointly
                                              For breach of covenant or representation and warranties
                                              (survival of lesser of 2 year or Merger closing)

Deal Protection                               Fully locked-up

Selected Conditions to Closing                Subject to HSR waiting period
                                              No material adverse change
                                              Submission of Merger Proposal by Seneca to AGENCY.COM (closing
                                              of Merger not required)

Termination Date                              September 30, 2001

Anticipated Closing                           Q3 2001

--------------------------------------------------------------------------------------------------------------
</Table>





-----------------------
(a)  Based on Share Purchase Agreement dated 5/14/01.


                                                     [LOGO SALOMON SMITH BARNEY]

6
<Page>

KEY TRANSACTION TERMS - CERTAIN ACOM FOUNDERS (CONTINUED)


<Table>
<Caption>
EARNOUT PURCHASE PAYMENTS
----------------------------------------------------------------------------------------------------------------------------------
PAYMENT                                       DATE                       SUMMARY OF PAYMENT
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                        <C>
Closing Payment                               Closing date of 2nd        Product of $10 million and (Purchased Shares / 10,600,000)
                                              stage:  merger
----------------------------------------------------------------------------------------------------------------------------------
First Interim Payment (FIP)                   Closing date of 2nd        Product of $5 million and (Purchased Shares / 10,600,000)
                                              stage:  merger plus 10
                                              days
----------------------------------------------------------------------------------------------------------------------------------
Second Interim Payment (SIP)                  Within 10 days annual      100% of 2002 Profit Before Taxes
                                              determination for 2002
----------------------------------------------------------------------------------------------------------------------------------
Third Interim Payment (TIP)                   Within 10 days of annual   50% of 2003 Profit Before Taxes
                                              determination for 2003
----------------------------------------------------------------------------------------------------------------------------------
Fourth Interim Payment (IP-4)                 Within 10 days of annual   Product of (Purchased Shares / Shares Outstanding) and
                                              determination for 2004     (2003+ 2004 Net Income) x 12 / 4 - (CP + SIP + TIP)

                                                                         However in no event will IP-4 payment be less than
                                                                         $5 million if 2004 Net Income is greater than $16 million
----------------------------------------------------------------------------------------------------------------------------------
Fifth Interim Payment (IP-5)                  Within 10 days of annual   Product of (Purchased Shares / Shares Outstanding) and
                                              determination for 2005     (2003 + 2004 + 2005 Net Income) x 12 / 4 -
                                                                         (CP + SIP + TIP + IP-4)
----------------------------------------------------------------------------------------------------------------------------------
Sixth Interim Payment (IP-6)                  Within 10 days of annual   Product of (Purchased Shares / Shares Outstanding) and
                                              determination for 2006     (2003+ 2004 + 2005 + 2006 Net Income) x M / 4 -
                                                                         (CP + SIP + TIP + IP-4 +IP-5)

                                                                         M defined as being 10 if Average Profit Before Taxes is
                                                                         less than 12% and 12 if Average Profit Before Taxes
                                                                         greater than 12%
----------------------------------------------------------------------------------------------------------------------------------
</Table>


Note: Net Income and Profit Before Tax excludes extraordinary items and
      amortization of goodwill, according to the Share Purchase Agreement.
      Shares outstanding defined as the number of outstanding shares of common
      stock of the outstanding as of the Closing Date plus any shares of common
      stock of the Company issuable pursuant to warrants less shares of common
      stock of the Company issued pursuant to exercise of options outstanding as
      of March 31, 2001.

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



                                                     [LOGO SALOMON SMITH BARNEY]

7
<Page>



2     OVERVIEW OF AGENCY.COM




                                                     [LOGO SALOMON SMITH BARNEY]

<Page>



CURRENT CONSULTING MARKET ENVIRONMENT

THE IT SERVICES MARKET HAS SLOWED OVERALL, WITH ESERVICES FIRMS FEELING THE
BRUNT OF THE SLOWDOWN.

o     The IT Services sector is at a historical low for valuation levels

      o     There have been 4 IT Services bankruptcies in the last 3 quarters

      o     75 of 92 IT Services stocks are trading below $10 per share

      o     There are 8 IT Services IPOs since 1999 that are trading below cash
            value

      o     There are 13 IT Services IPOs since 1999 that are trading less than
            or close to $1.00 per share

      o     IT Services firms focused on Internet solutions ("eServices") are
            off 92% from their 52-week highs

o     The last three quarters of results confirmed it is a challenging
      environment for IT Services providers, in particular "eServices" oriented
      firms

o     Economic conditions have caused companies to make IT spending cuts in
      projects, issue smaller deal sizes, spend less and lower budgets

o     Consulting has typically been the first area being cut during the current
      IT spending slowdown

o     Enterprise spending for IT Services continues to decline in both volume
      and pricing, and pricing is becoming more of an issue

o     Consulting companies cannot provide any long-term guidance due to complete
      lack of visibility on their pipelines



IN THE FACE OF THIS DECLINING ENVIRONMENT, ACOM WAS FACING SIGNIFICANT CASH
BURN, THE NEED FOR ADDITIONAL RATIONALIZATION AND, ULTIMATELY, A POTENTIAL
DELISTING




                                                     [LOGO SALOMON SMITH BARNEY]

8
<Page>



PREMIUM ANALYSIS


<Table>
<Caption>
                                                                  CERTAIN ACOM FOUNDERS    COMPARABLE COMPANY  PRECEDENT TRANSACTION
                                                               ---------------------------      MULTIPLE              MULTIPLE
                                                    SENECA     CASH PAYMENT  LOW     HIGH    REFERENCE RANGE      REFERENCE RANGE
($ IN MILLION, EXCEPT                                 OF       --------------------------- ------------------  ---------------------
 PER SHARE, DATA)                  MARKET (a)       $3.35         $1.42     $2.29    $5.04     LOW     HIGH        LOW      HIGH
                               Premium (Discount) to Parameter
<S>                  <C>           <C>             <C>          <C>       <C>       <C>       <C>      <C>         <C>      <C>
------------------------------------------------------------------------------------------------------------------------------------
Market               $  2.65                         26.4%        (46.6%)   (13.5%)   90.1%
52 Week High           27.56                        (87.8)        (94.9)    (91.7)   (81.7)
52 Week Low             1.10                        204.5          28.6     108.3    358.0
------------------------------------------------------------------------------------------------------------------------------------
Market Value of
  Public Float (b)                  $40.0           $50.6         $21.4    $ 34.6   $ 76.1
------------------------------------------------------------------------------------------------------------------------------------
Equity Value (c)                   $121.2          $154.2         $63.2    $104.4   $237.1
Firm Value (d)                       55.0            87.9          (3.1)     38.1    170.8
------------------------------------------------------------------------------------------------------------------------------------
Revenue                        Firm Value/Revenue
 LTM                 $204.6           0.3x           0.4x            NM       0.2x     0.8x    0.3x    0.6x        0.3x     0.5x
 2001E (e)            125.1           0.4            0.7             NM       0.3      1.4     0.3     0.6          --       --
 2002E (e)            144.0           0.4            0.6             NM       0.3      1.2     0.1     0.5          --       --
------------------------------------------------------------------------------------------------------------------------------------
</Table>

(a)   Share price as of market close June 15, 2001.

(b)   Market price multiplied by the public float of 15,105,324 shares,
      representing 38,832,317 common shares outstanding less 14,760,278 shares
      previously owned less 8,966,715 total shares purchased from management by
      Seneca.

(c)   Fully diluted share count based on 38,832,317 share outstanding,
      10,546,338 options outstanding with a weighted average exercise price of
      $10.20 and 5,168,000 warrants outstanding with an exercise price of
      $0.005.

(d)   Firm Value equals Equity Value less Cash and Marketable Securities of
      $71.8 plus assumed Debt of $5.5.

(e)   Based on SSB research estimates.





                                                     [LOGO SALOMON SMITH BARNEY]

9
<Page>



AGENCY.COM RECENT STOCK PRICE PERFORMANCE

Daily data = June 15, 2000 through June 15, 2001




                        [CHART OF PRICE AND VOLUME OMITTED]




Note: SSB did not approach or have any interaction with the 1 bid received
from Seneca. SSB learned about the bid from the news release on 5/14/01.





                                                     [LOGO SALOMON SMITH BARNEY]

10
<Page>


RECENT TRADING IN AGENCY.COM SHARES

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





SINCE MAY 14, WHEN SENECA ANNOUNCED THAT IT HAD REACHED AN AGREEMENT TO ACQUIRE
MANAGEMENT'S SHARES AND SIMULTANEOUSLY OFFERED $3.00 CASH PER SHARE FOR THE
REMAINING SHARES OUTSTANDING, THE STOCK PRICE HAS REMAINED WELL BELOW THE $3.00
OFFER PRICE.




                                [GRAPHIC OMITTED]






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


                                                     [LOGO SALOMON SMITH BARNEY]

11
<Page>



RELATIVE STOCK PRICE PERFORMANCE


Daily data = June 15, 2000 through June 15, 2001





[GRAPHIC COMPARING AGENCY.COM STOCK PRICE TO SSB PEER GROUP INDEX: (DTAS,
MMPT, OGNC, RAZF) AND NASDAQ COMPOSITE INDEX OMITTED]







                                                     [LOGO SALOMON SMITH BARNEY]

12
<Page>


RECENT RESEARCH
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
                                                            PRICE        2001E       2002E
FIRM/ANALYST                     DATE       RATING          TARGET        EPS         EPS       COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------

<S>                             <C>        <C>              <C>         <C>         <C>        <C>
Salomon Smith Barney             5/15/01    Neutral/         $3.00       ($0.53)     ($0.19)    No additional guidance for 2001
CHRISTOPHER E. PAUL                         Speculative                                         was provided, reflecting the
                                                                                                company's limited visibility.  (The
                                                                                                company's Q2) guidance is well
                                                                                                below our current 2Q01 revenue and
                                                                                                EPS estimates of $40 million and
                                                                                                ($0.10).

                                                                                                In light of 2Q01 guidance, we
                                                                                                expect that ACOM will generate
                                                                                                limited sequential growth for the
                                                                                                balance of 2001.
-----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs                    5/15/01    NA               NA          ($0.53)     $0.09      Although there appears to be some
GREGORY GOULD                                                                                   stabilization in the sales
                                                                                                pipeline, visibility remains low
                                                                                                and the demand environment remains
                                                                                                a challenge with timing  uncertain.
                                                                                                Therefore, we lowered our CY01
                                                                                                revenue forecast by $34 million
                                                                                                to $125 million (down 38% Y-Y),
                                                                                                resulting in sharper loss per
                                                                                                share of ($0.53) versus our
                                                                                                previous ($0.32) loss estimate and
                                                                                                compares with a $0.19 profit
                                                                                                reported in CY00.
-----------------------------------------------------------------------------------------------------------------------------------

JP Morgan H&Q                    2/7/01     Market           NA          ($0.23)     NA         Management appears to have limited
DIRK GODSEY                                 Performer                                           confidence that a resurgence in
                                                                                                demand will occur in the near
                                                                                                future, which is reflected in the
                                                                                                company's March outlook.
                                                                                                Notwithstanding the challenging
                                                                                                environment that the company
                                                                                                faces, ACOM continues to add new
                                                                                                customers (16 in 4Q00).

                                                                                                With very limited visibility in
                                                                                                the outlook for the year we remain
                                                                                                cautious.
-----------------------------------------------------------------------------------------------------------------------------------
</Table>








                                                     [LOGO SALOMON SMITH BARNEY]


13
<Page>



3     VALUATION ANALYSIS






                                                     [LOGO SALOMON SMITH BARNEY]

<Page>



VALUATION SUMMARY


<Table>
<Caption>

---------------------------------------------------------------------
Source                              Valuation
---------------------------------------------------------------------

<S>                                 <C>
Offer                               $3.35

Public Market
Valuation at a 30-50% Premium       $2.97 -- $5.09

Private Market Valuation            $2.97 -- $3.66

NPV of Certain ACOM
Founders Earnout Payment            $1.42 + $0 -- $1.42 + $3.62
</Table>



                                                     [LOGO SALOMON SMITH BARNEY]

14
<Page>



AGENCY.COM FINANCIAL PERFORMANCE


<Table>
<Caption>

(Dollars in millions)
-----------------------------------------------------------------------------------------------------------------
                                          Historical                 CAGR             Projected(a)         CAGR
                           ---------------------------------------             --------------------------
                              1998           1999         2000       98-00         2001          2002      01-02
<S>                        <C>          <C>           <C>             <C>      <C>           <C>             <C>
FINANCIAL SUMMARY
Revenue                    $   26.5     $    87.8     $   202.1       176.4%   $   125.1     $   144.0       15.1%
Gross Profit                   10.5          42.3         103.1       213.1         52.2          68.1       30.5
Adj EBITDA                     (1.0)          3.8           6.0        --          (28.4)         (5.4)      --
Adj EBIT                       (2.2)         (0.8)         (1.1)       --          (38.2)        (15.4)      --
Adj Net Income                 (1.9)         (3.7)          1.8        --          (20.9)         (8.1)      --
Fully Diluted Cash EPS     ($   0.11)   ($    0.15)   $     0.05       --      ($    0.53)   ($    0.19)     --
First Call Estimated           --            --            --          --      ($    0.53)   ($    0.05)     --

Operating Statistics
Revenue Growth                 --           231.9%        130.2%       --          (38.1%)        15.1%      --

Gross Margin                   39.8%         48.2%         51.0%       --           41.7%         47.3%      --
Adj EBITDA Margin              --             4.4           3.0        --           --            (3.8)      --
Adj Net Income Margin          --            --             0.9        --           --            (5.6)      --

-----------------------------------------------------------------------------------------------------------------
</Table>





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

Note: Adjusted to exclude charges for stock-based compensation, goodwill
amortization and restructuring costs.
(a) Based on SSB equity research estimates in conjunction with management.





                                                     [LOGO SALOMON SMITH BARNEY]

15
<Page>

COMPANY COMPARABLE ANALYSIS:  TRADING MULTIPLES

<Table>
<Caption>

                                            52 Week                Price(a)/            5-Yr.   Cal. '02 P/E
(Dollars in Thousands,            Stock   ------------  Equity   -------------------  Est. EPS    as % of      Firm
 Except Stock Price)     Ticker  Price(a)  Low    High  Value(b) 2001E EPS 2002E EPS  Growth(a)   5 Yr. Gr.   Value(c)
-----------------------------------------------------------------------------------------------------------------------
<S>                        <C>   <C>      <C>    <C>     <C>       <C>        <C>       <C>      <C>         <C>
ADVANCED INTEGRATORS
--------------------
Digitas Inc.               DTAS  $ 5.73  $ 3.06  $ 24.88  $360,955   NM        37.0x     25.0%    147.9%      $ 332,086
Modem Media                MMPT    4.31    2.13    18.88   112,495  47.9x      20.5      40.0      51.3          80,145
Organic Inc.               OGNC    0.26    0.23    14.63    23,190   NM         NM       25.0       NA          (20,181)
Razorfish                  RAZF    0.61    0.31    23.63    59,775   NM         NM       30.0       NA           31,026
-----------------------------------------------------------------------------------------------------------------------
High                                                      $360,955  47.9x      37.0x     40.0%    147.9%      $ 332,086
Median                                                      86,135  47.9       28.7      27.5      99.6          55,586
Mean                                                       139,104  47.9       28.7      30.0      99.6         105,769
Low                                                         23,190  47.9       20.5      25.0      51.3         (20,181)
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
AGENCY.COM                 ACOM  $ 2.65  $ 1.10  $ 27.56  $121,231    NM         NM       15.0%      NA        $  54,958
-----------------------------------------------------------------------------------------------------------------------


<Caption>

                                                                  Margins
                                Firm Value/             ----------------------------
(Dollars in Thousands,  ------------------------------- LTM Gross    LTM       LQ
 Except Stock Price)     LTM Rev. 2001E Rev  2002E Rev   Profit     EBITDA    EBITDA
------------------------------------------------------------------------------------
<S>                        <C>     <C>       <C>         <C>        <C>      <C>
ADVANCED IMEGRATORS
-------------------
Digitas Inc.                1.1x    1.2x      1.0x       43.2%      11.8%    7.4%
Modem Media                 0.6     0.7        NA        47.2        7.3     7.7
Organic Inc.               (0.2)   (0.2)     (0.2)       37.1        NM       NM
Razorfish                   0.1     0.1       0.1        40.4        NM       NM
------------------------------------------------------------------------------------
High                        1.1x    1.2x      1.0x       47.2%     11.8%     7.7%
Median                      0.6     0.7       0.6        41.8        9.5     7.5
Mean                        0.6     0.7       0.6        42.0        9.5     7.5
Low                        (0.2)   (0.2)     (0.2)       37.1        7.3     7.4
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
AGENCY.COM                  0.3x    0.4x      0.4x       49.7%       NM       NM
------------------------------------------------------------------------------------
</Table>


Note: EBITDA, EBIT, Net Income to Common, and EPS adjusted for unusual and
      nonrecurring items.
NM: Not Meaningful for P/E and EBITDA multiple greater than 100x.
NA:  Not Available.
LTM as of March 31, 2001.
Negative firm value multiples are not included in median/mean calculation.
(a) Stock price and First Call Estimates as of 6/15/01.
(b) Equity Value equals all fully diluted shares at the stock price less any
    option proceeds.
(c) Firm Value equals equity value (all fully diluted shares at the stock
    price less any option proceeds) plus straight debt, minority interest,
    straight preferred stock, all out-of-the-money convertibles, less
    investments in unconsolidated affiliates and cash.




                                                     [LOGO SALOMON SMITH BARNEY]
16
<Page>

PUBLIC MARKET VALUATION


<Table>
<Caption>
                                                                                                                  IMPLIED EQUITY
PRIVATE MARKET COMPARABLES    COMPANY NAME  MULTIPLE RANGE  IMPLIED FIRM VALUE RANGE  IMPLIED EQUITY VALUE (a)  VALUE PER SHARE (b)
(dollars in millions, except                --------------  ------------------------  ------------------------  -------------------
 per share data)                  DATA      LOW       HIGH       LOW       HIGH           LOW       HIGH           LOW       HIGH
------------------------------------------  --------------  ------------------------  ------------------------  -------------------
<S>                              <C>        <C>       <C>       <C>        <C>           <C>       <C>            <C>       <C>
FIRM VALUE/

LTM Revenues                     $204.6     0.3x      0.6X      $61.4      $122.8        $127.7    $189.1         $2.79     $4.09
2001 Revenues                     125.1     0.3       0.6        37.5        75.0         103.8     141.3          2.28      3.08
2002 Revenues                     144.0     0.1       0.5        14.4        72.0          80.7     138.3          1.79      3.01

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

                                                                       ------------------------------------------------------------
                                                                       AGENCY.COM REFERENCE VALUE RANGE           $2.28     $3.39
                                                                       PLUS 30-50% PREMIUM                        $2.97     $5.09
                                                                       ------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
</Table>

Source: Company Filings and SSB Research estimates.

(a)   Equity Value reflects Cash and Marketable Securities of $71.8 and assumed
      Debt of $5.5.

(b)   Equity Value per share reflects 38.8 million shares, 10,842,208 Options
      with a Weighted Average Exercise Price of $10.20 and 5,168,000 Warrants
      with a Weighted Average Exercise Price of $0.01.







                                                     [LOGO SALOMON SMITH BARNEY]

17
<Page>



MOST RELEVANT PUBLIC/PUBLIC IT SERVICES PRECEDENT TRANSACTIONS

RECENT RELEVANT PUBLIC IT SERVICES PRECEDENT TRANSACTIONS ARE IN LINE WITH
CURRENT OFFER FROM SENECA.


Public/Public Acquisitions
($ in millions)

<Table>
<Caption>
                                                                                              Premium               Firm Value
                                                                                      -----------------------  ---------------------
  Date     Date                                                               Firm    1 day  30 days  60 days    LTM     LTM   LTM
  Ann.     Eff.  Acquiror  Target                Target Description           Value   Prior   Prior    prior   Revenues  EBIT EBITDA
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>      <C>       <C>                   <C>                           <C>    <S>     <C>     <C>        <C>     <C>   <C>
6/14/01 Pending  Ciber     Aris                  Provides IT services          $20.6   47.7%   78.0%   69.2%     0.3x    NM    NM
5/13/01 Pending  Excelon   C-bridge              Provides IT services           37.8   46.0    90.9     9.3      0.4     NM    NM
5/14/01 Pending  Motient   Rare Medium Group(1)  Provides IT services           41.0  (47.1)  (30.5)  (42.8)     0.4     NM    NM
4/19/01 6/7/01   IBM       Mainspring            Provides eStrategy Consulting  12.7   25.0    56.1    23.1      0.3     NM    NM

                          ----------------------------------------------------------------------------------------------------------
                           High                                                        47.7%   90.9%   69.2%     0.4x    NM    NM
                           Median                                                      35.5    67.0    16.2      0.4x    NM    NM
                           Mean                                                        17.9    48.6    14.7      0.4x    NM    NM
                           Low                                                        (47.1)  (30.5)  (42.3)     0.3x    NM    NM
                          ----------------------------------------------------------------------------------------------------------
</Table>

Source: Securities Data Corp. public filings, research and PR newswires.
Firm Values are calculated assuming 100% of the company is purchased.
(1)   Firm value includes only marketable securities and equity investments of
      $7.9 M in unconsolidated affiliates.












                                                     [LOGO SALOMON SMITH BARNEY]

18

<Page>



PUBLIC/PUBLIC IT SERVICES PRECEDENT TRANSACTIONS


Public/Public Acquisitions
($ in millions)

<Table>
<Caption>


       Date        Date                                                                                                      Firm
       Ann.        Eff.  Acquiror                      Target                         Target Description                     Value
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>                           <C>                            <C>                                    <C>
    6/14/01     Pending  Ciber                         Aris                           Provides IT services                    $20.6
    5/23/Ol     Pending  Excelon                       C-bridge                       Provides IT services                     37.8
    5/14/01     Pending  Motient                       Rare Medium Group (1)          Provides IT services                     41.0
     5/7/01     Pending  Dimension Data                Proxicom (2)                   Provides IT services                    383.8
    4/19/01      6/7/01  IBM                           Mainspring                     Provides eStrategy Consulting            12.7
     4/2/01     Pending  EDS                           Systematics AG                 German IT services firm                 647.8
     4/2/01      4/2/0l  Divine (3)                    marchFirst (assets)            Provides IT services                    101.9
    3/12/01     Pending  Novell                        Cambridge Technology Partners  Provides IT services                    150.6
    2/2l/0l     Pending  CGI Croup                     IMRglobal                      Provides IT services / Offshore         438.4
    2/12/01     4/23/01  Schlumberger                  Sema Group                     Provides IT services                  5,519.8
   10/27/00      3/7/01  Silverline Technologies       SeraNova, Inc.                 Provides Offshore e-Business svcs        63.7
   10/16/00    11/28/00  Schlumberger                  Convergent Group               Provides IT services                    364.8
    6/20/00     9/14/00  Commerce One Inc.             AppNet Inc.                    Internet consulting and eCommerce     1,168.5
    6/20/00    12/18/00  Computer Sciences Corporation Mynd Corporation               Provides IT services                    777.4
     4/3/00     5/31/00  CMG Plc                       Admiral Plc                    Provides IT services                  2,078.9
    3/22/00     6/15/00  PSINet, Inc.                  Metamor Worldwide              Internet consulting and eCommerce     2,156.7
    1/17/00     3/10/00  Xansa Plc                     Druid Group Plc                IT Consulting                         1,071.5
   12/28/80      5/1/00  Leapnet Inc.                  SPR Inc.                       IT Consulting                            85.7
   12/13/99      3/1/00  Whittman-Hart, Inc.           USWeb/CKS Corp.                Provides internet solutions           6,856.4
    8/10/99    10/18/99  Lucent Technologies           International Network Services Network consulting and eCommerce      3,234.2
    8/10/99     11/3/99  Razorfish                     International Integration      Internet consulting and eCommerce       502.0
    6/24/99     11/8/99  Answer Think                  THINK New Ideas                Internet consulting and eCommerce       205.7
    5/18/99      9/1/99  Aris Corp.                    fine.com International Corp.   Internet consulting and eCommerce        12.3
     2/8/99     3/17/99  Computer Associates           Computer Mgmt. Sciences        IT Consulting & Software Dvlp Svcs      427.8
     4/9/98    12/17/98  USWeb/CKS Corp.               CKS Corp.                      Provide integrated marketing svcs       586.4
     4/9/98     7/27/98  Complete Business Solutions   Claremont Technology Group     Provides business solutions             278.5
     3/3/98     5/20/98  Xerox Corp.                   XLConnect Solutions            Provides enterprise wide solutions      402.9

                                                       -----------------------------------------------------------------------------
                                                       High
                                                       Median
                                                       Mean
                                                       Low
                                                       -----------------------------------------------------------------------------
19

<Page>

<Caption>
                        Premium                    Firm Value
              --------------------------   ---------------------------
       Date   1 day    30 days   60 days      LTM       LTM      LTM
       Ann.   Prior     Prior     prior     Revenues    EBIT    EBITDA
----------------------------------------------------------------------
<S>           <C>      <C>        <C>         <C>     <C>     <C>
    6/14/01     47.7%    78.0%     69.2%       0.3x       NM       NM
    5/23/Ol     46.0     90.9       9.3        0.4        NM       NM
    5/14/01    (47.1)   (30.5)    (42.8)       0.4        NM       NM
     5/7/01     32.5    135.3       6.2        1.8        NM    160.6
    4/19/01     25.0     56.1      23.1        0.3        NM       NM
     4/2/01      0.8     10.4      72.6        1.2        NA     17.1
     4/2/01       NA       NA       NA         NA         NA       NA
    3/12/01     25.5      1.8      88.3        0.3        NM       NM
    2/2l/0l     45.5     63.4      52.0        1.7        NA       NA
    2/12/01     17.9     57.7      83.6        2.5      39.4     23.8
   10/27/00     27.0    (5.4)     (30.5)       0.9        NM       NM
   10/16/00     65.6     73.6      13.6        4.8      68.8     53.1
    6/20/00      2.6     97.2      97.9        8.7     221.1    134.2
    6/20/00     46.3     56.1      48.0        1.2        NM     14.7
     4/3/00     46.9      0.3      60.1        7.7      56.2     55.7
    3/22/00     94.3    121.3      24.3        3.7      60.4     33.6
    1/17/00     41.8     35.4      47.4       11.3      55.2     62.2
   12/28/00     27.0     35.0      32.0        1.2      88.3     33.5
   12/13/99    (13.9)    39.0      44.2       16.9     153.4     36.1
    8/10/99     16.3     45.4      23.6       11.9      71.2     60.5
    8/10/99     13.8     47.4      19.8       11.1      38.4     35.6
    6/24/99     14.3     51.6      28.4        4.0        NM       NM
    5/18/99    102.2    127.5      73.3        2.0        NM       NM
     2/8/99     19.2     98.2      38.3        4.8      25.9     21.9
     4/9/98     30.8    (15.1)    (13.1)       4.0      48.5     36.9
     4/9/98     10.7     77.9      95.3        3.4        NM     29.3
     3/3/98    (11.1)    27.5      19.4        3.0      49.6     32.7

----------------------------------------------------------------------
High           102.2%   135.3%     97.9%      16.9x    221.1x   160.6x
Median          26.3     53.8      35.2        2.8      56.2     35.6
Mean            28.0     52.9      37.8        4.2      75.1     49.5
Low            (47.1)   (30.5)    (42.8)       0.3      25.9     14.7
----------------------------------------------------------------------
</Table>

Source: Securities Data Core, public filings, research and PR newswires.

Firm Values are calculated assuming 100% of the company is purchased.

(1)   Firm Values includes only marketable securities and equity investments of
      $7.9M in unconsolidated affiliates.

(2)   Firm Value includes a $10 million break up fee Proxicom paid Compaq to
      terminate a prior merger agreement.

(3)   Divine purchased certain assets from marchFirst, including the former
      Whittman-Hart operations, HostOne application hosting unit, SAP
      implementation practice, value-added reseller business, iCampus training
      and technology unit, certain Asian JV's and the assets of its BlueVector
      venture capital arm. Approximately 2,100 employees will be transferred to
      Divine as a result of the transaction. Divine/Whittman-Hart will be paid
      approximately $12.5 million in cash and will be issued a $27.75 million
      and a $29.75 million balloon note payable in five years. As part of the
      agreement, marchFirst will also be eligible for up $31.9 million in bonus
      payments.





                                                     [LOGO SALOMON SMITH BARNEY]


20

<Page>



PRIVATE MARKET VALUATION


<Table>
<Caption>
                                                                                                                  IMPLIED EQUITY
PRIVATE MARKET COMPARABLES    COMPANY NAME  MULTIPLE RANGE  IMPLIED FIRM VALUE RANGE  IMPLIED EQUITY VALUE (a)  VALUE PER SHARE (b)
(dollars in millions, except                --------------  ------------------------  ------------------------  -------------------
 per share data)                  DATA      LOW       HIGH       LOW       HIGH           LOW       HIGH           LOW       HIGH
------------------------------------------  --------------  ------------------------  ------------------------  -------------------
<S>                              <C>        <C>       <C>       <C>        <C>           <C>       <C>            <C>       <C>
FIRM VALUE/

LTM Revenues                     $204.6     0.3x      0.5X      $61.4      $102.3        $127.7    $168.6         $2.79     $3.66

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

                                                                       ------------------------------------------------------------
                                                                       AGENCY.COM REFERENCE VALUE RANGE           $2.79     $3.66
                                                                       ------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
</Table>

Source: Company Filings and SSB Research estimates.

(a)   Equity Value reflects Cash and Marketable Securities of $71.8 and assumed
      Debt of $5.5.

(b)   Equity Value per share reflects 38.8 million shares,10,842,208 Options
      with a Weighted Average Exercise Price of $10.20 and 5,168,000 Warrants
      with a Weighted Average Exercise Price of $0.01.






                                                     [LOGO SALOMON SMITH BARNEY]


21

<Page>



NET PRESENT VALUE OF OFFER TO CERTAIN ACOM FOUNDERS


SENSITIVITIES USED BY CERTAIN ACOM FOUNDERS TO EVALUATE SENECA OFFER

<Table>
<Caption>

(DOLLARS IN MILLIONS)     2002       2003       2004       2005       2006
--------------------------------------------------------------------------------
REVENUE

<S>                   <C>         <C>        <C>        <C>        <C>
High                  $   200.0   $  270.0   $  351.0   $  438.8   $  548.5
Medium                    162.5      203.1      253.9      317.4      396.7
Low                       143.0      157.3      173.0      190.3      209.4
--------------------------------------------------------------------------------
PROFIT BEFORE TAX

High                  $    15.0   $   27.0   $   42.1   $   52.7   $   65.8
Medium                      3.0       20.3       30.5       38.1       47.6
Low                         0.0       15.7       17.3       19.0       20.9
</Table>


ILLUSTRATIVE PAYMENTS - MEDIUM CASE


<Table>
<Caption>

                                 2001        2002        2003       2004         2005        2006
-------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>          <C>         <C>         <C>         <C>
Revenues                     $  127.9    $  162.5     $  203.1    $  253.9    $  317.4    $  396.7
      GROWTH                     --          27.1%        25.0%       25.0%       25.0%       25.0%
PBT                             (38.6)        3.0         20.3        30.5        38.1        47.6
      MARGIN                     --           1.8         10.0        12.0        12.0        12.0
Net Income                      (22.0)       (8.1)        12.2        18.3        22.9        28.6
      MARGIN                     --          --            6.0%        7.2%        7.2%        7.2%
-------------------------------------------------------------------------------------------------------
Certain Founders Payment     $   12.7    $    3.0     $   10.2    $    5.0    $    6.0    $    9.1
-------------------------------------------------------------------------------------------------------
</Table>


NPV OF PAYMENT (INCL. $12.7 MILLION CASH)


<Table>
<Caption>

                                            CASE
                             -------------------------------------
EQUITY DISCOUNT RATE             High      Medium          Low
--------------------             ----      ------          ---
<S>                              <C>        <C>           <C>
14.0%                            $45.2      $33.1         $21.3
15.0                              44.3       32.5          21.0
16.0                              43.5       31.9          20.8
17.0                              42.8       31.3          20.5
</Table>




     NPV OF PAYMENT PER SHARE (INCL. $1.42 CASH PER SHARE)


<Table>
<Caption>

                                            CASE
                             -------------------------------------
EQUITY DISCOUNT RATE             High      Medium          Low
--------------------             ----      ------          ---
<S>                              <C>        <C>           <C>
14.0%                            $5.04      $3.69         $2.38
15.0                              4.95       3.62          2.35
16.0                              4.86       3.56          2.32
17.0                              4.77       3.49          2.29
</Table>


NOTE:  BASED ON 9.0 MILLION SHARES PURCHASED.


Note: Based on high, medium and low cases as used by certain founders in
their consideration of the Seneca offer. Analysis assumes PBT taxed at a rate
of 40%. Valued as of August 31, 2000.

                                                     [LOGO SALOMON SMITH BARNEY]


22
<Page>


APPENDIX








                                                     [LOGO SALOMON SMITH BARNEY]

<Page>


A.    COMPANY PROFILES







                                                     [LOGO SALOMON SMITH BARNEY]

<Page>

OMNICOM


--------------------------------------------------------------------------------
BUSINESS DESCRIPTION
--------------------------------------------------------------------------------

Omnicom is the world's second largest advertising holding company based on
2000 revenues of $6.2 billion. It provides traditional advertising and
nontraditional marketing services on a global basis. Omnicom is one of two
diversified communications companies with three global advertising networks:
BBDO Worldwide, DDB Worldwide and TBWA Worldwide. It also owns four national
advertising agencies - Goodby, Silverstein & Partners, GSD&M, Martin Williams
and Merkley Newman Harty - and a top five independent media planning/buying
operation, Optimum Media. Through its Diversified Agency Services (DAS)
group, Omnicom provides direct response marketing, public relations, sales
promotion, healthcare marketing and other specialty communications.

Known for its innovation and for being at the forefront of change in the
industry, Omnicom established Communicade almost five years ago to serve as a
holding company for its public and private investments in leading interactive
and digital media companies. Communicade now holds minority stakes in 6 public
(Razorfish, AGENCY.COM, L90, Netcentives, Organic and AnswerThink) and 12
independent private companies. Omnicom has actively increased stakes during
opportunistic times, as well as sold shares from time to time (e.g., Razorfish
for a $110 million net pretax gain in the first quarter of 2000). Although not
part of Communicade, Omnicom also has dozens of integrated interactive offerings
through its independent agency groups, such as DDB Digital and Rapp Digital. In
an effort to shore up its trouble I-shops, Omnicom entered into an agreement
with Pegasus Partners (a venture capital firm) to create a new holding company
out of its existing investments.

[GRAPHIC OF OMNICOM STOCK PRICE AND VOLUME FOR JUNE 15, 2000 THROUGH JUNE 15,
2001 OMITTED]

--------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------

<Table>
<Caption>

($ in Millions)                         Year Ending December 31,
                         -------------------------------------------------------
                             1998          1999          2000         2001E
                         -------------------------------------------------------
<S>                      <C>           <C>           <C>           <C>

Revenues                 $  4,290.9    $  5,130.6    $  6,154.2    $  6,949.4
      REVENUE GROWTH           --            19.6%         20.0%         12.9%

Gross Profit                1,732.3       2,076.5       2,520.9       2,851.1
      GROSS MARGIN             40.4%         40.5%         41.0%         41.0%

EBITDA                        726.2         919.8       1,103.8       1,259.7
      EBITDA MARGIN            16.9%         17.9%         17.9%         18.1%

Net Income                    278.8         362.9         435.5         518.2
      NET MARGIN                6.5%          7.1%          7.1%          7.5%
</Table>

Note: Estimates from Wall Street Research.

--------------------------------------------------------------------------------
STOCK PRICE GRAPH
--------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

APRIL 24, 2001 - Omnicom Group Inc. today announced that net income for the
first quarter of 2001 increased 20% to $95.3 million from $79.7 Note: Estimates
from Wall Street Research. million in the first quarter of 2000.

APRIL 16, 2001 - The Goodyear Tire & Rubber Company today named Goodby,
Silverstein & Partners as its advertising agency of record for the Goodyear
brand business in North America.

APRIL 2, 2001 - Pegasus Partners II, L.P. and Omnicom Group Inc. have entered
into an agreement in principle to form a new e-services holding company. As part
of the agreement in principle, Omnicom will contribute several of its existing
investment positions in e-services consulting companies held by its Communicade
unit, including interests in publicly traded companies AGENCY.COM, Organic and
Razorfish.



                                                     [LOGO SALOMON SMITH BARNEY]
23
<Page>



PEGASUS

--------------------------------------------------------------------------------
BUSINESS DESCRIPTION
--------------------------------------------------------------------------------

Founded in 1996, Pegasus Capital Advisors has $616.1 million under capital. It
operates through two funds: Pegasus Venture Partners, L.P. - a $55 million
turnaround fund - and Pegasus Partners II, L.P. - a $561.1 million buyout fund.
Pegasus Capital Advisors currently has 7 companies within its portfolio:

PEGASUS VENTURE PARTNERS, L.P.

o     CUSTOMER ANALYTICS - Provides customer relationship management/marketing
      software. The Company delivers Enterprise Relationship Management (eRM)
      solutions that help organizations leverage analytical information and
      knowledge and rapidly make it actionable at all points of contact
      throughout the organization, including customer-facing and electronic
      channels. (6/1/98; $1.3 million investment).

o     GENOPLEX - Develops molecular and quantitative genetic methods, combined
      with modern genome techniques and sophisticated mouse and nematode
      genetics, to provide genetic discovery information critical in the
      development of diagnostic and therapeutic products targeting neural
      behavior health and aging markets. The Company is spinning off its
      comparative genomics platform to form "Evolutionary Genomics, Inc."
      (9/15/97; $137 K investment).

o     GENOMICA CORPORATION - Develops software that helps scientists in
      computer-aided gene discovery and functional analysis. The Company's
      software allows scientists to drive the gene discovery and functional
      analysis process faster and more efficiently. (10/3/97; $627 K
      investment).

o     JENZABAR.COM - Provides Web-based intranet applications to educational
      institutions, serving as a higher education portal for university
      professors, students and administrators. The Company provides relevant
      information for each login user regarding classes, registration
      information and other news. The Company's tools also allow faculty members
      to develop and publish course materials online. (2/29/00; $11.7 million
      investment).

PEGASUS PARTNERS II, L.P.

o     MERISANT - global corporation that manufactures and markets a variety of
      tabletop sweetener products with sales in more than 100 countries
      worldwide.

o     PEGASUS APPAREL GROUP - New York-based fashion conglomerate of luxury
      boutiques. (4/1/00; $10.9 million investment).

o     IMAGESAT INTERNATIONAL - Plans to provide geospatial information products
      and services from a constellation of high resolution satellites placed in
      orbit. The Company will rely on imaging technologies developed by Israeli
      Aircraft Industries along with its own technologies to provide customers
      with a cost-effective and quick access to information derived from
      high-detail, rapid-revisit Earth imagery. Initial target market will be
      the government sector, but it will later include commercial and consumer
      applications worldwide. (7/1/00; $45.0 million investment).

--------------------------------------------------------------------------------
RECENT NEWS
--------------------------------------------------------------------------------

4/2/01 - Pegasus Partners II, L.P. and Omnicom Group Inc. have entered into an
agreement in principle to form a new e-services holding company. As part of the
agreement in principle, Omnicom will contribute several of its existing
investment positions in e-services consulting companies held by its Communicade
unit, including interests in publicly traded companies AGENCY.COM, Organic and
Razorfish. The goal of the agreement is to maximize consolidation and other
strategic opportunities among companies in the currently depressed e-services
consulting and professional services marketplace.



                                                     [LOGO SALOMON SMITH BARNEY]
24
<Page>



B.    EQUITY DISCOUNT RATE CALCULATION






                                                     [LOGO SALOMON SMITH BARNEY]

<Page>

EQUITY DISCOUNT RATE ANALYSIS



COMPARABLE COMPANIES


<Table>
<Caption>

                          Beta
------------------------------
<S>                       <C>
ADVANCED INTEGRATORS

Digitas Inc.              1.45
Modem Media               1.24
Organic, Inc.             0.57
Razorfish                 2.66
                        ------
Mean                      1.48
------------------------------
</Table>



CALCULATION OF EQUITY DISCOUNT RATE


<Table>
<Caption>

                                                     LOW           HIGH
--------------------------------------------------------------------------
<S>                                                 <C>           <C>
U.S. Risk Free Rate (30 Year U.S. Treasury)         5.67%         5.67%

Equity Market Risk Premium                          5.50%         7.50%
Equity Beta                                         1.48          1.48
--------------------------------------------------------------------------
Adjusted Equity Market Risk Premium                 8.14%        11.10%

COST OF EQUITY                                     13.81%        16.77%

--------------------------------------------------------------------------
</Table>







                                                     [LOGO SALOMON SMITH BARNEY]
25

</TEXT>
</DOCUMENT>
</SUBMISSION>
