EXHIBIT 4.5

                               AMENDMENT NO. 2 TO
                            1997 STOCK INCENTIVE PLAN

See attached.






                                                                     Exhibit 4.5
                                 AMENDMENT NO. 2

                                       TO

                                 K2 DESIGN, INC.

                            1997 STOCK INCENTIVE PLAN


         Section 4.1 of the K2 Design, Inc. 1997 Stock Incentive Plan (the
"Plan") is amended and restated in its entirety to read as follows:

         "4.1 Number of Shares. Subject to the provisions of this Article IV,
the maximum number of shares of Common Stock with respect to which Awards may be
granted during the term of the Plan shall be 900,000 shares. Shares of Common
Stock will be made available from the authorized but unissued shares of the
Company. The shares of Common Stock subject to (i) any Award granted under the
Plan that shall expire, terminate or be annulled for any reason without having
been exercised (or considered to have been exercised as provided in Section 7)
and (ii) any Award of Restricted Shares that shall be forfeited prior to
becoming vested (provided that the Holder received no benefits of ownership of
such Restricted Shares other than voting rights and the accumulation of Retained
Distributions and unpaid Dividend Equivalents that are likewise forfeited),
shall again be available for purposes of the Plan."