VIANT CORP, S-1/A, 1999-05-28

VIANT CORP
S-1/A, 1999-05-28
MISCELLANEOUS BUSINESS SERVICES

Previous: AMERICAN DENTAL PARTNERS INC, 424B2, 1999-05-28

Next: WELLEK RICHARD L, 3, 1999-05-28

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999

REGISTRATION NO. 333-76049
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

VIANT CORPORATION
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7371 77-0427302
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Number)
</TABLE>

VIANT CORPORATION
89 SOUTH STREET
BOSTON, MA 02111
(617) 531-3700

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------------

ROBERT L. GETT
PRESIDENT
VIANT CORPORATION
89 SOUTH STREET
BOSTON, MA 02111
(617) 531-3700

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

<TABLE>
<S> <C>
HANK V. BARRY, ESQ. MARK G. BORDEN, ESQ.
ISSAC J. VAUGHN, ESQ. JEFFREY A. STEIN, ESQ.
Wilson Sonsini Goodrich & Rosati Hale and Dorr LLP
650 Page Mill Road 60 State Street
Palo Alto, California 94304 Boston, Massachusetts 02109
(650) 493-9300 (617) 526-6000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
------------------------------

If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
Common Stock ($0.001 par value)................. 3,450,000(1) $12.00(2) $41,400,000(1)(2) $11,509(3)
</TABLE>

(1) Includes 450,000 shares which the Underwriters have the option to purchase
to cover over-allotments of shares. See "Underwriting".

(2) Estimated solely for the purpose of calculating the amount of the
Registration Fee in accordance with Rule 457 under the Securities Act of
1933.

(3) No Registration Fee is payable herewith because the Registrant paid $13,900
with the initial filing of this Registration Statement on April 9, 1999.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>

SUBJECT TO COMPLETION. DATED MAY 28, 1999.

3,000,000 Shares

[LOGO]

Common Stock
-------------

This is an initial public offering of shares of the common stock of Viant
Corporation. All of the 3,000,000 shares of common stock are being sold by
Viant.

At the request of Viant, the underwriters have reserved at the initial
public offering price up to $3,000,000 of common stock for sale to its Series D
Preferred Stockholders and up to 270,000 additional shares of common stock for
sale to directors, employees and associates of Viant.

Prior to this offering, no public market existed for the common stock. Viant
estimates that the initial public offering price per share will be between
$10.00 and $12.00. Viant has applied for quotation of the common stock on the
Nasdaq National Market under the symbol "VIAN".

SEE "RISK FACTORS" ON PAGE 4 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
BEFORE BUYING SHARES OF THE COMMON STOCK.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

<TABLE>
<CAPTION>
Per Share Total
------------- -------------
<S> <C> <C>
Initial public offering price.................................. $ $
Underwriting discount.......................................... $ $
Proceeds, before expenses, to Viant............................ $ $
</TABLE>

To the extent that the underwriters sell more than 3,000,000 shares of
common stock, the underwriters have the option to purchase up to an additional
450,000 shares from Viant at the initial public offering price less the
underwriting discount.

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

The underwriters expect to deliver the shares against payment in New York,
New York on , 1999.

GOLDMAN, SACHS & CO.

CREDIT SUISSE FIRST BOSTON
<PAGE>
BANCBOSTON ROBERTSON STEPHENS
-------------

WIT CAPITAL CORPORATION
FACILITATOR OF INTERNET DISTRIBUTION

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

Prospectus dated , 1999.
<PAGE>

Viant is a leading Internet professional services firm providing strategic
consulting, creative design and technology services to companies seeking to
capitalize on the Internet. Viant creates value by helping clients reevaluate
their strategies and transform their businesses. The Viant Service Model enables
the rapid development and deployment of Internet solutions.

Integrated Approach
Viant Integrated Work Approach.
This approach reduces costs, miscommunications and delays which can occur when
the strategic consulting, creative design and technology services are sequenced
one after the other or handled by different teams or firms.

[A graphic appears of a triangle surrounded by the words strategy, creativity
and technology]

Growth
Viant has built its business entirely through the training and assimilation of
new employees, rather than through mergers or acquisitions. When opening new
offices, Viant staffs new locations with experienced employees from existing
offices, and then with new employees from the local geographic area. This
process allows Viant to bring new offices on-line quickly, ready to service
local clients. Viant believes this process maintains consistent firm-wide
quality and culture, and an ongoing entrepreneurial environment.

[A graphic appears of a circle surrounded by the words Established Office,
Client/Project Team, Ad hoc Local Collaboration, Global Knowledge Sharing and
Reuse]

Service Model

[A graphic with one triangle and three boxes appears. The triangle is surrounded
by the words strategy, creativity, and technology. The first box to the right
contains the words Envision, Explore and Develop the Internet Strategy. Below
the box, the words ideas and options appear. The second box to the right
contains the words Experience, Design Prototypes to Test Approaches. Below the
box, the words blueprint and market tests appear. The third box contains the
words Launch, Build and Deploy the Internet Solution. Below the box, the words
build and refine appear.]

Local Offices
Viant's policy of servicing local clients through local offices reduces travel
time and allows Viant managers to allocate work efficiently.

Attract & Retain
Viant Culture.
In 1998, Viant's turnover rate was approximately 9%. Viant believes that this is
less than one-half the average rate for publicly traded technology consulting
firms in the United States.

[A photograph of Viant employee appears.]

Viant Culture
Learn & Train
A principal element of our employee training and assimilation is "QuickStart,"
an intensive three-week program of instruction attended by all new employees.
Viant provides ongoing educational opportunities for staff learning.

[A photograph of students and instructor in the Viant "QuickStart" program
appears.]

Research & Innovate
To enhance our expertise, Viant has established the Viant Institute, the
Design Studio, and the Technology Center. The combination of new intellectual
capital with project-based experience allows Viant to remain on the leading
edge of Internet consulting.

[A photograph of several Viant employees conducting a filming session appears.]

Reuse & Share
Viant emphasizes company-wide knowledge sharing. We developed the FOCUS system
to store and distribute experience gained during our client projects.

[A photograph of several Viant employees appears.]

<PAGE>
PROSPECTUS SUMMARY

YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION REGARDING US AND OUR COMMON STOCK BEING SOLD IN THIS OFFERING AND
OUR FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS APPEARING ELSEWHERE
IN THIS PROSPECTUS.

OUR BUSINESS

We are a leading Internet professional services firm helping companies to
capitalize on the Internet. Our service approach combines strategic consulting,
creative design and technology services. Some of the services that we provide
for our clients include the design and development of:

- Internet strategies that help integrate a client's Internet projects and
investments with its broader corporate strategies and business practices;

- electronic commerce, or e-commerce, solutions that enable a company to
attract new customers, and sell goods and services over a website;

- business partner solutions, or extranets, that allow companies to share
information and communicate efficiently with one another;

- internal information solutions, or intranets, that improve a company's
ability to capture, store, and distribute helpful information to its
employees; and

- new business ventures exclusively for the Internet.

We focus on Internet initiatives that are critical to our clients' business.
We have provided services to Global 1000 companies including American Express
Company, BankBoston Corporation, Compaq Computer Corporation, Deutsche Bank AG,
Hewlett-Packard Company, Kinko's Corporation, Lucent Technologies Inc.,
Polo/Ralph Lauren Corporation and RadioShack.

OUR MARKET OPPORTUNITY

Explosive growth in the Internet has created numerous opportunities for
companies seeking revenue growth and increased operating efficiencies. Few
companies, however, possess the necessary skills to take advantage of these
opportunities. As a result, a growing number of companies are turning to
Internet professional service firms to design and implement their Internet and
e-commerce solutions. According to Forrester Research, the market for Internet
and

e-commerce services is projected to grow from $5.4 billion in 1998 to $32.7
billion in 2002, representing a compound annual growth rate of more than 56%.

OUR SERVICE MODEL

We deliver our services through the Viant Service Model, which organizes and
addresses the broad-ranging and complex needs of clients seeking to transform
their businesses through the Internet. This service model integrates our three
areas of expertise -- strategic consulting, creative design and technology
services -- and accelerates the design, development and launch of an Internet
initiative. We provide our services on a fixed-price, fixed-time basis. This
approach enables our clients to more accurately manage their project costs and
aligns our interests with theirs.

1
<PAGE>
OUR STRATEGY

Our goal is to strengthen our position as a leading provider of Internet
professional services. To achieve this goal, we plan to:

- expand existing client relationships and attract new clients;

- grow primarily through effective recruiting and new office openings,
rather than through mergers and acquisitions;

- attract and retain the highest quality employees;

- enhance our team-based employee culture;

- utilize our company-wide knowledge to improve operating margins;

- expand geographically to service clients locally;

- continue to refine our operating sytems and processes to support future
growth; and

- continue to invest in research and development to enhance our expertise.

OUR OFFICES

Our executive offices are located at Lincoln Plaza, 89 South Street, Boston,
MA 02111. Our telephone number is (617) 531-3700 and our Internet address is
WWW.VIANT.COM. This reference to our website does not constitute incorporation
by reference of the information contained at our site.

THE OFFERING

<TABLE>
<S> <C>
Shares offered by Viant...................... 3,000,000 shares
Shares outstanding after this offering(1).... 20,467,760 shares
Proposed Nasdaq National Market symbol....... "VIAN"

Use of proceeds.............................. General corporate purposes, including working
capital, capital expenditures, and the
reduction of outstanding debt.
</TABLE>

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

(1) Based on shares outstanding as of April 2, 1999. Excludes: 5,164,844 shares
of common stock issuable upon the exercise of outstanding options with a
weighted average exercise price of $2.56 per share, 4,220,545 shares
reserved for issuance under our benefit plans and 41,503 shares of common
stock issuable upon exercise of outstanding warrants at an exercise price of
$3.625 per share.

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

Except as otherwise indicated, we have presented information in this
prospectus based on the following assumptions:

- the underwriters do not exercise their over-allotment option;

- each outstanding share of preferred stock converts into one share of
common stock prior to the closing of this offering;

- adoption of our 1999 Employee Stock Purchase Plan; and

- we filed an amended and restated certificate of incorporation prior to the
closing of this offering.

THE VIANT LOGO IS A REGISTERED TRADEMARK OF VIANT. ALL OTHER BRAND NAMES AND
TRADEMARKS APPEARING IN THIS PROSPECTUS ARE THE PROPERTY OF THEIR RESPECTIVE
HOLDERS.

2
<PAGE>
SUMMARY FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD FROM THREE MONTHS ENDED
APRIL 10, 1996 YEAR ENDED (1)
(INCEPTION) TO --------------------------- ----------------------
DECEMBER 31, DECEMBER 31, JANUARY 1, MARCH 31, APRIL 2,
1996 1997 1999 1998 1999
-------------- -------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>

STATEMENT OF OPERATIONS DATA:

Net revenues....................................... $ 642 $ 8,808 $ 20,043 $ 4,093 $ 7,883

Loss from operations............................... (1,750) (4,178) (6,325) (707) (2,052)

Net loss........................................... (1,659) (4,080) (6,487) (680) (2,041)

Net loss per share:

Basic and diluted.............................. $ (0.42) $ (1.18) $ (1.76) $ (0.19) $ (0.53)

Weighted average shares, basic and diluted..... 3,981 3,468 3,681 3,627 3,847

Pro forma net loss per share (2):

Basic and diluted.............................. $ (0.46) $ (0.12)

Weighted average shares, basic and diluted..... 14,084 17,020
</TABLE>

<TABLE>
<CAPTION>
AT APRIL 2, 1999
--------------------------

<S> <C> <C>
ACTUAL AS ADJUSTED (3)
--------- ---------------

BALANCE SHEET DATA:

Cash, cash equivalents and short-term investments.................................... $ 10,919 $ 37,390

Working capital...................................................................... 15,492 44,806

Total assets......................................................................... 27,243 53,714

Long-term debt and capital lease obligations, net of current portion................. 2,228 1,722

Total stockholders' equity........................................................... 17,886 47,706
</TABLE>

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

(1) During 1998, we changed our fiscal year to the 52-week period ending on the
Friday closest to December 31. Prior to this, our fiscal year corresponded
to the calendar year.

(2) Unaudited pro forma net loss per share for the year ended January 1, 1999
and the three months ended April 2, 1999 is computed using the weighted
average number of common shares outstanding, adjusted to include the pro
forma effects of the conversion of preferred stock to common stock as if
such conversion had occurred on January 1, 1998 for the year ended January
1, 1999 and on January 2, 1999 for the three months ended April 2, 1999, or
at the date of original issuance, if later.

(3) As adjusted to reflect the sale of 3,000,000 shares of our common stock at
an assumed offering price of $11.00 per share, after deducting estimated
underwriting discounts and offering expenses payable by us. The net proceeds
from the offering have been reflected as being used to repay $3,349,000
principal amount of debt and related accrued interest at April 2, 1999, and
the remainder have been added to working capital pending their future use.
See "Use of Proceeds."

3
<PAGE>
RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY
AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND
YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

OUR LIMITED OPERATING HISTORY IN THE NEW AND EXPANDING INTERNET PROFESSIONAL
SERVICES MARKET INCREASES THE POSSIBILITY THAT THE VALUE OF YOUR INVESTMENT WILL
DECLINE

We were formed in 1996. Our limited operating history in the new and
expanding Internet professional services market makes it difficult to evaluate
our business. The uncertainty of our future performance and the uncertainties
regarding the Internet, such as taxation, technical limitations and competition,
increase the risk that the value of your investment will decline. Our failure to
accurately address the issues facing our business could cause our business
results to significantly decline.

TO SUCCEED IN OUR LABOR INTENSIVE BUSINESS, WE MUST RECRUIT AND RETAIN QUALIFIED
PROFESSIONALS, WHO ARE CURRENTLY IN HIGH DEMAND

The labor-intensive Internet professional services industry currently faces
a shortage of qualified personnel, which is expected to continue. We compete
intensely with other companies to recruit and hire from this limited pool. If we
cannot hire and retain qualified personnel or if a significant number of our
current employees leave, we may be unable to complete or retain existing
projects or bid for new projects of similar scope and revenue. Any inability to
hire and retain employees would cause our business results to suffer.

OUR BUSINESS MAY BE NEGATIVELY IMPACTED IF WE FAIL TO ACCURATELY ESTIMATE THE
TIME AND RESOURCES NECESSARY FOR THE PERFORMANCE OF OUR SERVICES

A key element of our strategy is to enter into fixed-price, fixed-time
contracts, rather than contracts in which the client pays us on a time and
materials basis. If we fail to accurately estimate the resources required for a
project or fail to satisfy our contractual obligations in a manner consistent
with the project plan, then our costs to complete the project could increase
substantially. We have occasionally had to commit unanticipated additional
resources to complete projects, and we may have to take similar action in the
future.

IF CLIENTS DO NOT REHIRE US FOR NEW PROJECTS, OR THEY TERMINATE OR REDUCE THE
SCOPE OF EXISTING PROJECTS OUR REVENUES MAY DECLINE

Substantially all of our revenues are derived from fixed-price, fixed-time
contracts for discrete client engagements. These engagements vary in size and
scope. If clients do not retain us for subsequent engagements, then our revenues
could decline. In addition, while our service model is designed as an integrated
approach, each sequential phase of that process represents a separate
contractual commitment. The client may elect not to proceed to the next phase of
a project. The decision of clients not to proceed to the next phase of a project
could impair our revenues.

Most of our contracts cannot be terminated by a client, unless we have
materially breached the contract. However, a client may nevertheless attempt to
cancel or reduce the scope of a project. It is possible that we may agree to the
cancellation or reduction in scope, or that in the event of a dispute over
whether it has the right to cancel or reduce the scope of a project, the client
may prevail. The cancellation, or reduction in scope, of a project could have a
negative impact on our revenues.

4
<PAGE>
OUR REVENUES COULD BE NEGATIVELY AFFECTED BY THE LOSS OF A MAJOR CLIENT

We derive a significant portion of our revenues from large projects for a
limited number of clients. The loss of any major client could dramatically
reduce our revenues. In 1998, our five largest clients accounted for
approximately 59% of our revenues. During such period Kinko's Corporation,
Lucent Technologies Inc. and Compaq Computer Corporation each accounted for more
than 10% of our revenues and four other clients each accounted for more than 5%
of our revenues. In the first three months of 1999, our five largest clients
accounted for approximately 65% of our revenues. During such period Compaq and
RadioShack each accounted for more than 10% of our revenues and three other
clients each accounted for more than 5% of our revenues.

FLUCTUATIONS IN OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY LEAD TO REDUCED
PRICES FOR OUR STOCK

We believe that period-to-period comparisons of our operating results are
not necessarily meaningful. These comparisons cannot be relied upon as
indicators of future performance. However, if our operating results in any
future period fall below the expectations of securities analysts and investors,
the market price of our securities would likely decline.

Factors that have caused our results to fluctuate in the past and which are
likely to affect us in the future include the following:

- variability in market demand for the Internet and for Internet
professional services;

- length of the sales cycle associated with our service offerings;

- the number, size and scope of our projects; and

- the efficiency with which we utilize our employees, including our ability
to transition employees from completed engagements to new engagements.

In addition, other factors may also affect us, including:

- the introduction of new services by our competitors;

- changes in pricing policies by our competitors; and

- our ability to attract and retain clients.

Some of these factors are within our control and others are outside our control.

OUR INTERNAL SYSTEMS, PROCEDURES AND CONTROLS MAY BE INADEQUATE TO HANDLE OUR
GROWTH

To manage our growth, we must continue to improve our internal systems,
procedures and controls. We cannot assure you that we will successfully do so.
If our internal systems, procedures and controls are inadequate, our business
will be harmed.

IF WE ARE NOT SUCCESSFUL IN OPENING AND GROWING NEW OFFICES OUR FINANCIAL
RESULTS MAY SUFFER

A key component of our growth strategy is to open offices in new geographic
locations. Once we select a new location, we typically devote substantial
financial and management resources to launch and grow that office. We cannot
assure you that we will select appropriate markets to enter, open new offices
efficiently or manage new offices profitably. Our failure to accurately assess
these issues could negatively impact our business.

5
<PAGE>
WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE TO US.
THE RAISING OF ANY ADDITIONAL CAPITAL MAY DILUTE YOUR OWNERSHIP IN US

We may need to raise additional funds through public or private debt or
equity financings in order to:

- take advantage of opportunities, including more rapid expansion or
acquisitions of complementary businesses or technologies;

- develop new services; or

- respond to competitive pressures.

Any additional capital raised through the sale of equity may dilute your
ownership percentage in us. Furthermore, we cannot assure you that any
additional financing we may need will be available on terms favorable to us, or
at all. In such case, our business results would suffer.

THE INTERNET PROFESSIONAL SERVICES MARKET IS HIGHLY COMPETITIVE AND HAS LOW
BARRIERS TO ENTRY. IF WE CANNOT EFFECTIVELY COMPETE, OUR REVENUES MAY DECLINE

The Internet professional services market is relatively new and intensely
competitive. We expect competition to intensify even further as this market
evolves. Many of our competitors have longer operating histories, more clients,
longer relationships with their clients, greater brand or name recognition and
significantly greater financial, technical, marketing and public relations
resources than we do. As a result, our competitors may be in a stronger position
to respond quickly to new or emerging technologies and changes in client
requirements. They may also develop and promote their products and services more
effectively than we do.

There are relatively low barriers to entry into the Internet professional
services market. In addition, we do not own any patented technology that stops
competitors from entering the Internet professional services market or from
providing services similar to ours. As a result, new and unknown market entrants
pose a threat to our business. Current or future competitors may develop or
offer services that are comparable or superior to ours at a lower price, which
could significantly decrease our revenues and the value of your investment.

OUR BUSINESS WILL BE NEGATIVELY AFFECTED IF WE DO NOT KEEP UP WITH THE
INTERNET'S RAPID TECHNOLOGICAL CHANGE, EVOLVING INDUSTRY STANDARDS AND CHANGING
CLIENT REQUIREMENTS

The Internet professional services market is characterized by rapidly
changing technology, evolving industry standards and changing client needs.
Accordingly, our future success will depend, in part, on our ability to meet
these challenges. Among the most important challenges facing us are the need to:

- effectively use leading technologies;

- continue to develop our strategic and technical expertise;

- influence and respond to emerging industry standards and other
technological changes.

- enhance our current services;

- develop new services that meet changing customer needs; and

- advertise and market our services.

All of these challenges must be met in a timely and cost-effective manner.
We cannot assure you that we will succeed in effectively meeting these
challenges and our failure to do so could harm our business results.

6
<PAGE>
OUR REVENUES MAY DECREASE IF GROWTH IN THE USE OF THE INTERNET DECLINES

Our business is dependent upon continued growth in the use of the Internet
by our clients, prospective clients and their customers and suppliers. Published
reports indicate that capacity constraints caused by growth in Internet usage
may, unless resolved, impede further growth in Internet use. If the number of
users on the Internet does not increase and commerce over the Internet does not
become more accepted and widespread, demand for our services may decrease and,
as a result, our revenues would decline causing the value of your investment
also to decline. The factors that may affect Internet usage or electronic
commerce adoption include:

- actual or perceived lack of security of information;

- lack of access and ease of use;

- congestion of Internet traffic;

- inconsistent quality of service;

- increases in access costs to the Internet;

- excessive governmental regulation;

- uncertainty regarding intellectual property ownership;

- reluctance to adopt new business methods; and

- costs associated with the obsolescence of existing infrastructure.

CONCENTRATION OF OWNERSHIP MAY LIMIT YOUR ABILITY TO INFLUENCE CORPORATE MATTERS

Immediately following this offering, the officers, directors and significant
stockholders set forth below, and the funds for whom they act as general
partner, collectively will own approximately 66.8% of the outstanding shares of
our common stock and will own individually the percentage set forth opposite
their respective names:

<TABLE>
<CAPTION>
OFFICERS, DIRECTORS AND/OR SIGNIFICANT STOCKHOLDERS OWNERSHIP PERCENTAGE
- ------------------------------------------------------------------------------------------ -------------------------
<S> <C>
William H. Davidow (Mohr, Davidow Ventures) 23.0%
Kleiner Perkins Caufield & Byers 15.1
Trident Capital Management 11.4
Robert L. Gett 10.9
Technology Crossover Ventures 6.4
</TABLE>

If the stockholders listed above choose to act or vote together, they will
have the power to control the election of our directors, and the approval of any
other action requiring the approval of our stockholders, including any
amendments to our certificate of incorporation and mergers or sales of all or
substantially all of our assets. In addition, without the consent of these
stockholders, we could be prevented from entering into transactions that could
be beneficial to us. Also, third parties could be discouraged from making a
tender offer or bid to acquire our company at a price per share that is above
the then-current market price.

WE MAY FACE INTELLECTUAL PROPERTY CLAIMS THAT MAY BE COSTLY TO RESOLVE OR LIMIT
OUR ABILITY TO USE INTELLECTUAL PROPERTY IN THE FUTURE

We are obligated under some agreements to indemnify other parties as a
result of claims that we infringe on the proprietary rights of third parties.
Although we do not believe that the solutions that we develop for clients
infringe on any third-party proprietary rights, we cannot assure you that third
parties will not assert infringement claims against us in the future or that
these claims will not be successful. We could incur substantial costs and
diversion of management resources to defend any claims relating to proprietary
rights. These costs and diversions could cause our business results to suffer.
If any party asserts a claim against us relating to proprietary technology or

7
<PAGE>
information, we may need to obtain licenses to the disputed intellectual
property. We cannot assure you, however, that we will be able to obtain these
licenses on commercially reasonable terms or that we will be able to obtain any
licenses at all. The failure to obtain necessary licenses or other rights could
cause our business results to suffer.

Our business often involves the development of software applications for
specific client engagements. We generally retain the right to use any
intellectual property that is developed during a client engagement that is of
general applicability and is not specific to the client's project. We also
develop software applications for our own internal use and we retain ownership
of these applications. There can be no assurance that clients will not demand
assignment of ownership or restrictions on our use of the work that we produce
for clients in the future. Issues relating to the ownership of and rights to use
software can be complicated and there can be no assurance that disputes will not
arise that affect our ability to reuse this software which could harm our
business results.

MANAGEMENT MAY INVEST OR SPEND THE PROCEEDS OF THIS OFFERING IN WAYS WITH WHICH
YOU MAY NOT AGREE

Management intends to use a majority of the proceeds from this offering for
general corporate purposes. Because of the number and variability of factors
that determine our use of the net proceeds from this offering, we cannot assure
you that you will agree with our use of the proceeds. Pending their use, we
intend to invest the net proceeds from this offering in short-term interest
bearing investment grade and U.S. government securities.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL
YOUR SHARES AT OR ABOVE THE INITIAL OFFERING PRICE

We cannot predict the extent to which investor interest in us will lead to
the development of a public trading market or how liquid that market might
become. The initial public offering price for the shares will be determined by
negotiations between us and representatives of the underwriters. This price may
not be indicative of prices that will prevail later in the market. The stock
market has experienced significant price and volume fluctuations, and the market
prices of technology companies, particularly Internet-related companies, have
been highly volatile. You may not be able to resell your shares at or above the
initial public offering price. See "Underwriting."

In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted. A securities class action suit against us could result in
substantial costs and the diversion of management's attention and resources,
which could affect our business results.

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE

The market price of our common stock could drop as a result of sales of
substantial amounts of common stock in the public market after the closing of
this offering, or the perception that such sales could occur. In addition, these
factors could make it more difficult for us to raise funds through future
offerings of common stock. There will be 20,681,363 shares of common stock
outstanding immediately after this offering, or 21,131,363 shares if the
representatives of the underwriters exercise their over-allotment option in
full. All of the shares sold in the offering will be freely transferable without
restriction or further registration under the Securities Act, except for any
shares purchased by our "affiliates," as defined in Rule 144 of the Securities
Act. The remaining 17,681,363 shares of common stock outstanding, will be
"restricted securities" as defined in Rule 144. These shares may be sold in the
future without registration under the Securities Act to the extent permitted by
Rule 144 or other exemptions under the Securities Act. See "Shares Eligible for
Future Sale."

8
<PAGE>
PROVISIONS OF OUR CHARTER AND BY-LAWS MAY DELAY OR PREVENT TRANSACTIONS THAT ARE
IN YOUR BEST INTERESTS

Our certificate of incorporation and bylaws state that any action that can
be taken by stockholders must be done at an annual or special meeting and may
not be done by written consent, and require reasonable advance notice of a
stockholder proposal or director nomination. The chairman of the board, the
chief executive officer, the president or the board of directors are the only
ones who may call a special meeting. The amended and restated certificate of
incorporation and amended and restated bylaws also provide for a classified
board of directors, and provide that members of the board of directors may be
removed by the vote of the holders of at least two-thirds of the shares entitled
to vote for that director. In addition, the board of directors has the
authority, without further action by the stockholders, to fix the rights and
preferences of and issue 5,000,000 shares of preferred stock. These provisions
may have the effect of deterring hostile takeovers or delaying or preventing
changes in control of management, including transactions in which you might
otherwise receive a premium for your shares. In addition, these provisions may
limit your ability to approve other transactions that you find to be in your
best interests. See "Description of Capital Stock -- Preferred Stock" and " --
Effect of the Certificate of Incorporation and Bylaws and the Delaware
Anti-Takeover Statute."

DIFFICULTIES PRESENTED BY INTERNATIONAL FACTORS COULD NEGATIVELY AFFECT OUR
BUSINESS

One component of our strategy is to expand into international markets, as
evidenced by the opening of our London office. We believe that we will face
certain risks in doing business abroad that we do not face domestically. Among
the international risks we believe are most likely to affect us are:

- difficulties in staffing and managing international operations;

- longer payment cycles;

- problems in collecting accounts receivable;

- international currency issues, including fluctuations in currency exchange
rates and the conversion to the euro by all countries of the European
Union by year end 2003; and

- restrictions on the import and export of sensitive U.S. technologies, such
as data security and encryption technologies that we may wish to use in
solutions we develop for customers.

Any of these factors or other factors not enumerated here could damage our
business results.

IN MAKING YOUR DECISION TO INVEST IN US, YOU SHOULD RELY ONLY ON THE INFORMATION
IN THIS PROSPECTUS AND NOT ANY OTHER PUBLIC STATEMENTS. IN THE PAST, WE HAVE
MADE PUBLIC STATEMENTS REGARDING OUR REVENUES AND SALES THAT WE DISCLAIM AND YOU
SHOULD NOT RELY ON THEM.

The December 18, 1998 edition of the BOSTON BUSINESS JOURNAL and the October
12, 1998 edition of INFORMATION WEEK contain statements made by Robert Gett, our
Chief Executive Officer, regarding our projected sales, revenues and work force.
In particular, Mr. Gett stated that:

- we hoped to double sales in 1999 to $40 million (BOSTON BUSINESS JOURNAL);
and

- we are aiming at revenue of $100 million, with 700 employees by 2000
(INFORMATION WEEK).

These statements were not intended to be relied upon by potential investors
in making investment decisions to purchase shares of common stock. We believe
that our actual results will be less than those mentioned in these articles.
Furthermore, we disclaim all the information contained in the articles for
purposes of this offering. Our actual results may vary significantly from those
stated above or in any other forward-looking statements.

9
<PAGE>
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. Discussions containing forward-looking statements may be found in
the material set forth under "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" as well as in the
prospectus generally. We used words such as "believes," "intends," "expects,"
"anticipates," "plans," and similar expressions to identify forward-looking
statements. This prospectus also contains third party estimates regarding the
size and growth of the Internet professional services market and Internet usage
in general. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated in
the forward-looking statements for many reasons, including the risks described
above and elsewhere in this prospectus.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this prospectus to conform these
statements to actual results or to changes in our expectations.

USE OF PROCEEDS

The net proceeds to Viant from the sale of the 3,000,000 shares of common
stock are estimated to be approximately $29,820,000 at an assumed initial public
offering price of $11.00 per share (approximately $34,423,500 if the
underwriters' over-allotment option is exercised in full), after deducting the
estimated underwriting discounts and offering expenses payable by us.

Viant is conducting this offering primarily to increase its equity capital,
create a public market for its common stock and to facilitate future access by
Viant to public equity markets. Viant intends to use the net proceeds of the
offering for the repayment of approximately $3.3 million in principal debt
outstanding plus accrued interest under a revolving line of credit and an
equipment line of credit and the remainder for general corporate purposes,
including capital expenditures and working capital. Borrowings under the
revolving line of credit become due and payable on July 3, 1999 and bear
interest at the bank's prime rate plus 0.5% per annum. Borrowings under the
equipment line of credit are payable in 36 equal monthly installments and bear
interest at the bank's prime rate plus 1.0% per annum. Borrowings under these
bank lines of credit may be prepaid in whole or in part without penalty and are
secured by substantially all of Viant's assets. In addition, Viant may, if
appropriate opportunities arise, use an undetermined portion of the net proceeds
to acquire or invest in complementary companies, if the acquisition targets or
investment opportunities have cultures and other attributes consistent with
those of Viant. However, Viant is not currently discussing any such potential
acquisition or investment with any third party. Pending such uses, Viant will
invest the net proceeds in investment grade, interest-bearing securities.

DIVIDEND POLICY

Viant has never paid cash dividends on its common stock or any other
securities. Viant anticipates that it will retain all of its future earnings, if
any, for use in the expansion and operation of its business and does not
anticipate paying cash dividends in the foreseeable future. Under the terms of
its bank lines of credit, Viant may not declare or pay any dividends without the
prior consent of the bank.

10
<PAGE>
CAPITALIZATION

The following table sets forth our capitalization as of April 2, 1999:

- on an actual basis;

- on a pro forma basis as of such date to reflect the conversion prior to
the closing of this offering of all outstanding shares of preferred stock
into 13,173,524 shares of common stock and the filing of an amended and
restated certificate of incorporation to increase the number of common
shares authorized and to authorize Viant to issue preferred stock; and

- on a pro forma as adjusted basis to reflect the sale of the common stock
offered by this prospectus at an assumed initial public offering price of
$11.00 per share, after deducting the estimated underwriting discounts and
offering expenses payable by us, and to reflect the use of the offering
proceeds to repay $3,349,000 principal amount of debt and related interest
at April 2, 1999.

This information should be read in conjunction with Viant's financial
statements and related notes thereto included elsewhere in this prospectus.

<TABLE>
<CAPTION>
APRIL 2, 1999
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
---------- ---------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt and capital lease obligations, current portion.................... $ 3,352 $ 3,352 $ 509
---------- -------- ------------
---------- -------- ------------
Long-term debt and capital lease obligations, net of current portion............. $ 2,228 $ 2,228 $ 1,722
---------- -------- ------------
Stockholders' equity:
Convertible preferred stock, no par value:
Series D, 3,240,000 shares authorized: 3,167,100 shares issued and
outstanding, actual; none authorized, issued and outstanding, pro forma and
pro forma as adjusted...................................................... 20,170 -- --
Series A, 5,746,874 shares authorized, actual: 5,746,874 shares issued and
outstanding, actual; none authorized, issued and outstanding, pro forma and
pro forma as adjusted...................................................... 3,047 -- --
Series B, 1,499,925 shares authorized, actual: 1,499,925 shares issued and
outstanding, actual; none authorized, issued and outstanding, pro forma and
pro forma as adjusted...................................................... 987 -- --
Series C, 2,830,408 shares authorized, actual: 2,759,625 shares issued and
outstanding, actual; none authorized, issued and outstanding, pro forma and
pro forma as adjusted...................................................... 7,977 -- --
Preferred stock, $0.001 par value, no shares authorized, actual: 5,000,000
shares authorized, pro forma and pro forma as adjusted; no shares issued and
outstanding, actual, pro forma and pro forma as adjusted..................... -- -- --
Common Stock, $0.001 par value, 25,000,000 shares authorized, actual;
50,000,000 shares authorized, pro forma and pro forma as adjusted: 4,294,236
shares issued and outstanding, actual; 17,467,760 shares issued and
outstanding, pro forma; 20,467,760 shares issued and outstanding, pro forma
as adjusted(1)............................................................... 4 17 20
Additional paid-in capital..................................................... 647 32,815 62,632
Accumulated deficit............................................................ (14,946) (14,946) (14,946)
---------- -------- ------------
Total stockholders' equity................................................. 17,886 17,886 47,706
---------- -------- ------------
Total capitalization..................................................... $ 20,114 $ 20,114 $ 49,428
---------- -------- ------------
---------- -------- ------------
</TABLE>

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

11
<PAGE>
DILUTION

On a pro forma basis after giving effect to the conversion of all
outstanding shares of preferred stock into shares of common stock in connection
with this offering, our pro forma net tangible book value as of April 2, 1999
was $17,886,000 or $1.02 per share of common stock. Pro forma net tangible book
value per share represents the amount of our total tangible assets reduced by
the amount of our total liabilities and divided by the total number of shares of
common stock outstanding (pro forma to reflect the conversion of all outstanding
shares of preferred stock into shares of common stock upon the closing of this
offering). Without taking into account any other change in our pro forma net
tangible book value after April 2, 1999, other than to give effect to the sale
of 3,000,000 shares of common stock offered by this prospectus at an assumed
initial public offering price of $11.00 per share and receipt of the estimated
net proceeds therefrom, our pro forma net tangible book value as of April 2,
1999 would have been $47,706,000 or $2.33 per share. This represents an
immediate increase in such net tangible book value of $1.31 per share to
existing stockholders and an immediate dilution of $8.67 per share to the new
investors. If the initial public offering price is higher or lower, the dilution
to new investors will be, respectively, greater or less. The following table
illustrates this per share dilution.

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share..................... 11.00
Pro forma net tangible book value per share as of April 2, 1999,
before this offering.............................................. $ 1.02
Increase per share attributable to new investors.................... 1.31
---------
Pro forma net tangible book value per share after this offering..... 2.33
---------
Dilution per share to new investors................................. $ 8.67
---------
---------
</TABLE>

The following table summarizes, as of April 2, 1999, on a pro forma basis to
reflect the adjustments described above, the differences between the existing
stockholders and the new investors with respect to the number of shares of
common stock purchased from us, the total consideration paid (or to be paid) to
us, and the average price per share paid (or to be paid) by existing
stockholders and by new investors at the assumed initial public offering price
of $11.00 per share, before deducting the estimated underwriting discounts and
offering expenses payable by us:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE PRICE
-------------------------- --------------------------- PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Existing stockholders........................ 17,467,760 85.3% $ 32,074,000 49.3% $ 1.84
New investors................................ 3,000,000 14.7 33,000,000 50.7 $ 11.00
------------- ----- -------------- -----
Total........................................ 20,467,760 100.0% $ 65,074,000 100.0%
------------- ----- -------------- -----
------------- ----- -------------- -----
</TABLE>

This table also assumes that no options or warrants have been or are
exercised after April 2, 1999. As of April 2, 1999, there were outstanding
options to purchase an aggregate of 5,164,844 shares of common stock at a
weighted average exercise price of $2.56 per share (excluding warrants to
purchase 41,503 shares of common stock at $3.625 per share). If all such options
and warrants had been exercised on April 2, 1999, our pro forma net tangible
book value on such date would have been $61,078,000 or $2.38 per share, the
increase in net tangible book value attributable to new investors would have
been $1.00 per share and the dilution in net tangible book value to new
investors would have been $8.62 per share.

12
<PAGE>
SELECTED FINANCIAL DATA

The selected financial data set forth below should be read in conjunction
with Viant's financial statements and notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" appearing
elsewhere in this prospectus. Selected financial data as of and for each of the
three fiscal periods ended December 31, 1996, December 31, 1997 and January 1,
1999 have been derived from Viant's financial statements, which have been
audited by PricewaterhouseCoopers LLP, independent accountants. Financial data
as of April 2, 1999 and for the quarters ended March 31, 1998 and April 2, 1999
have been derived from unaudited financial statements appearing elsewhere in
this prospectus and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, that Viant considers necessary
for a fair presentation of its financial position and results of operations for
such periods. The historical results are not necessarily indicative of the
operating results to be expected in the future.

<TABLE>
<CAPTION>
PERIOD FROM
APRIL 10, 1996 YEAR ENDED QUARTER ENDED
(INCEPTION) TO --------------------------- ----------------------
DECEMBER 31, DECEMBER 31, JANUARY 1, MARCH 31, APRIL 2,
1996 1997 1999 1998 1999
-------------- -------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues..................................... $ 642 $ 8,808 $ 20,043 $ 4,093 $ 7,883
------- ------- ----------- ----------- ---------
Operating expenses:
Professional services.......................... 516 4,530 11,250 2,237 4,511
Sales and marketing............................ 461 1,577 3,324 586 1,216
General and administrative..................... 1,077 6,298 10,365 1,810 3,518
Research and development....................... 338 581 1,429 167 690
------- ------- ----------- ----------- ---------
Total operating expenses................... 2,392 12,986 26,368 4,800 9,935
------- ------- ----------- ----------- ---------
Loss from operations............................. (1,750) (4,178) (6,325) (707) (2,052)
Interest and other income (expense), net......... 91 98 (162) 27 11
------- ------- ----------- ----------- ---------
Net loss......................................... $ (1,659) $ (4,080) $ (6,487) $ (680) $ (2,041)
------- ------- ----------- ----------- ---------
------- ------- ----------- ----------- ---------

Basic and diluted net loss per share............. $ (0.42) $ (1.18) $ (1.76) $ (0.19) $ (0.53)
Weighted average shares used in computing basic
and diluted net loss per share............... 3,981 3,468 3,681 3,627 3,847
Unaudited pro forma basic and diluted net loss
per share(1)................................... $ (0.46) $ (0.12)
Weighted average shares used in computing pro
forma basic and diluted net loss per share... 14,084 17,020
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JANUARY 1, APRIL 2,
1996 1997 1999 1999
-------------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments... $ 2,145 $ 6,174 $ 18,811 $ 10,919
Working capital..................................... 2,179 4,517 17,622 15,492
Total assets........................................ 2,806 10,318 29,753 27,243
Long-term debt and capital lease obligations, net of
current portion................................... -- 670 2,237 2,228
Total stockholders' equity.......................... 2,394 6,006 19,665 17,886
</TABLE>

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

(1) Unaudited pro forma net loss per share for the year ended January 1, 1999
and the quarter ended April 2, 1999 is computed using the weighted average
number of common shares outstanding, adjusted to include the pro forma
effects of the conversion of preferred stock to common stock as if such
conversion had occurred on January 1, 1998 for the year ended January 1,
1999 and on January 2, 1999 for the quarter ended April 2, 1999, or at the
date of original issuance, if later.

13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF VIANT SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA"
AND VIANT'S FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, INCLUDED
ELSEWHERE IN THIS PROSPECTUS. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED
HEREIN, THE DISCUSSION IN THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS SUCH AS STATEMENTS OF VIANT'S
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE
IN THIS PROSPECTUS SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS PROSPECTUS. VIANT'S
ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS
COULD DIFFER MATERIALLY FROM THOSE DISCUSSED BELOW. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED IN "RISK FACTORS," AS
WELL AS THOSE DISCUSSED ELSEWHERE HEREIN.

OVERVIEW

Viant derives substantially all of its revenues from services performed on a
fixed-price, fixed-time basis. To determine the proposed fixed price for an
engagement, Viant uses an estimation process which takes into account the type
and overall complexity of the project, the anticipated number of consultants
needed and their associated billing rates, and the estimated duration of and
risks associated with the engagement. All fixed-price proposals are approved by
a member of Viant's senior management team. Revenues from fixed-price
engagements are recognized using the percentage of completion method (based on
the ratio of costs incurred to the total estimated project costs). Project costs
are based on the direct payroll and associated fringe benefits of the
consultants on the engagement. The finance department personnel meet regularly
with project managers to ensure that the budgeted costs to complete, which are
used to calculate revenue recognition, reflect the actual status of the project
and the anticipated costs to complete. Provisions for estimated losses on
contracts are made during the period in which such losses become probable and
can be reasonably estimated. To date, such losses have not been significant.
Viant reports revenue net of reimbursable expenses.

Viant generally requires a client to pay 20% to 40% of the engagement fee in
advance. The remainder is billed to the client over the course of the
engagement.

Viant's revenues and earnings may fluctuate from quarter to quarter based on
such factors within and outside its control, including: the variability in
market demand for the Internet and for Internet professional services, the
length of the sales cycle associated with our service offerings, the number,
size and scope of our projects, and the efficiency with which we utilize our
employees. See "Risk Factors -- Fluctuations in our quarterly revenues and
operating results may lead to reduced prices for our stock." Viant does not
track backlog information. Any information regarding anticipated future revenue
from clients would not be meaningful and potentially misleading to investors.

The number of Viant employees increased from 119 at the end of 1997 to 246
as of April 2, 1999. Viant expects the total number of employees to increase
significantly during 1999. Personnel compensation and facilities costs represent
a high percentage of Viant's operating expenses and are relatively fixed in
advance of each quarter. Accordingly, if revenues do not increase at a rate
equal to expenses, Viant's business, financial condition or results of
operations could be materially and adversely affected. In addition, Viant's
liquidity may also be adversely affected if revenues do not increase at a rate
equal to these additional expenses, to the extent Viant is unable to reduce
operating expenses.

14
<PAGE>
During 1998, Viant changed its fiscal year to the 52-week period ending on
the Friday nearest the last day of December of that year. Prior to this, the
fiscal year of Viant was the calendar year. All references below to the results
of operations for 1998 are the actual operating results for the fiscal year
ended January 1, 1999.

RESULTS OF OPERATIONS

The following table sets forth the percentage of net revenues of certain
items included in Viant's statement of operations for the periods indicated:

<TABLE>
<CAPTION>
PERCENTAGE OF NET REVENUES
-------------------------------------------------------------------------------------
PERIOD FROM APRIL 10, QUARTER ENDED
1996 (INCEPTION) TO YEAR ENDED YEAR ENDED --------------------------
DECEMBER 31, DECEMBER 31, JANUARY 1, MARCH 31, APRIL 2,
1996 1997 1999 1998 1999
----------------------- ----------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues........................... 100% 100% 100% 100% 100%
Operating expenses:
Professional services................ 80 51 56 55 57
Sales and marketing.................. 72 18 16 14 15
General and administrative........... 168 71 52 44 45
Research and development............. 52 7 7 4 9
--- --- --- --- ---
Total operating expenses........... 372 147 131 117 126
--- --- --- --- ---
Loss from operations................... (272) (47) (31) (17) (26)
Interest and other income (expense),
net.................................. 14 1 (1) -- --
--- --- --- --- ---
Net loss............................... (258)% (46 )% (32 )% (17 )% (26 )%
--- --- --- --- ---
--- --- --- --- ---
</TABLE>

COMPARISON OF THE QUARTERS ENDED MARCH 31, 1998 AND APRIL 2, 1999

NET REVENUES. Net revenues increased 93% from $4.1 million for the quarter
ended March 31, 1998 to $7.9 million for the quarter ended April 2, 1999. The
increase in net revenues reflected growing demand for Internet professional
services and increases in both the size and number of Viant's client
engagements. Revenues derived from Viant's three largest clients, as a
percentage of total net revenues, decreased from 60% for the quarter ended March
31, 1998 to 54% for quarter ended April 2, 1999, reflecting an increase in
business from other clients.

PROFESSIONAL SERVICES. Professional services expenses consist primarily of
compensation and benefits for employees engaged in the delivery of Internet
professional services and non-reimbursable expenses related to client projects.
Professional services expenses represented 55% of total net revenues for the
quarter ended March 31, 1998 and 57% for the quarter ended April 2, 1999.
Professional services expenses increased 102% from $2.2 million for the quarter
ended March 31, 1998 to $4.5 million for the quarter ended April 2, 1999. These
increases were primarily due to the hiring of additional professionals.

SALES AND MARKETING. Sales and marketing expenses consist primarily of
compensation, benefits and travel costs for employees in the sales and marketing
groups, marketing program costs and an allocation of facilities costs. Sales and
marketing expenses represented 14% of total net revenues for the quarter ended
March 31, 1998 and 15% for the quarter ended April 2, 1999. Sales and marketing
expenses increased by $630,000 from the 1998 quarter to the 1999 quarter and was
attributable to the increase in the number of sales personnel and an overall
increase in Viant's marketing and branding efforts. Viant expects that the
dollar amount of sales and marketing expenses will continue to increase due to
increases in advertising and promotional activities.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of compensation, benefits and travel costs for employees in Viant's
management, human resources, finance and administration groups, and facilities
costs not allocated to sales and marketing or

15
<PAGE>
research and development. General and administrative expenses represented 44% of
total net revenues for the quarter ended March 31, 1998 and 45% for the quarter
ended April 2, 1999. General and administrative expenses increased 94% from $1.8
million for the quarter ended March 31, 1998 to $3.5 million for the quarter
ended April 2, 1999. These increases were due primarily to an increase in lease
expenditures in connection with the opening of additional offices and the hiring
of additional employees.

RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of compensation, benefits and an allocation of facilities costs for
employees associated with Viant's innovation groups. The innovation groups
enhance the knowledge and expertise of the strategic consulting, creative design
and technology disciplines. Research and development expenses represented 4% of
total net revenues for the quarter ended March 31, 1998, and 9% for the quarter
ended April 2, 1999. Research and development expenses increased from the 1998
quarter to the 1999 quarter because of the addition of two innovation groups
after the first quarter of 1998.

COMPARISON OF FISCAL YEARS 1996, 1997 AND 1998

NET REVENUES. Net revenues were $20.0 million in 1998, representing an
increase of 128% over 1997 revenues of $8.8 million in 1997. The increase in net
revenues reflected growing demand for Internet professional services and
increases in both the size and number of Viant's client engagements. Net
revenues increased from $642,000 for the period from April 10, 1996 to December
31, 1996 to $8.8 million in the full year ended December 31, 1997. The $8.2
million increase reflected increases in both the size and number of client
engagements as well as a full year of operations in 1997. Revenues derived from
Viant's three largest clients, as a percentage of total net revenues, decreased
from 71% in 1996, to 68% in 1997 and to 42% in 1998, reflecting an increase in
business from other clients.

Billings in advance of services performed are recorded as deferred revenues.
Viant had $99,000 in deferred revenues at December 31, 1996, $931,000 at
December 31, 1997 and $1.1 million at January 1, 1999. The increase in deferred
revenues from year to year reflects new client engagements as well as
contractual terms that allow Viant to bill clients in advance of performing
services. During 1997 and 1998, substantially all of Viant's revenues were
derived from fixed-price, fixed-time contracts. In 1996, substantially all of
Viant's revenues were derived from time and materials based contracts.

PROFESSIONAL SERVICES. Professional services expenses represented 80% of
total net revenues in 1996, 51% in 1997 and 56% in 1998. The increase in
professional services expenses as a percentage of net revenues in 1998 compared
to 1997 was primarily due to Viant's strategy of increased hiring in
anticipation of future growth as well as higher salaries. The decrease in
professional services expenses as a percentage of net revenues in 1997 compared
to 1996 reflects the higher revenues generated in 1997 as compared to 1996.
Professional services expenses increased by $4.0 million from 1996 to 1997 and
$6.7 million from 1997 to 1998. These increases were primarily due to the hiring
of additional professionals.

SALES AND MARKETING. Sales and marketing expenses represented 72% of total
net revenues in 1996, 18% in 1997 and 16% in 1998. The decrease in sales and
marketing expenses as a percentage of revenues from 1997 to 1998 was primarily
due to higher revenues generated per sales employee and revenue growth. The
decrease in sales and marketing expenses as a percentage of revenues from 1996
to 1997 was primarily due to revenue growth. Sales and marketing expenses
increased by $1.1 million from 1996 to 1997 and $1.7 million from 1997 to 1998.
The increase in sales and marketing expenses from 1996 to 1997 was attributable
to the initiation of sales and marketing activities. The increase from 1997 to
1998 was attributable to the increase in the number of sales personnel and an
overall increase in Viant's marketing and branding efforts.

16
<PAGE>
GENERAL AND ADMINISTRATIVE. General and administrative expenses represented
168% of total net revenues in 1996, 71% in 1997 and 52% in 1998. General and
administrative expenses increased by $5.2 million from 1996 to 1997 and $4.1
million from 1997 to 1998. These increases were due primarily to an increase in
lease expenditures in connection with the opening of additional offices and the
hiring of additional employees. Also included in these increases are additions
of $294,000 in 1997 and $612,000 in 1998 to the allowance for doubtful accounts,
reflecting Viant's increasing revenues and receivables, including a provision of
$400,000 in 1998 related to one client. After adjustment to exclude
non-recurring 1997 severance expenses of $1.5 million related to an agreement
between Viant and a former employee, general and administrative expenses
represented 54% of total net revenues in 1997.

RESEARCH AND DEVELOPMENT. Research and development expenses represented 52%
of total net revenues in 1996, 7% in 1997 and 7% in 1998. Research and
development expenses increased $848,000 from 1997 to 1998 because of the
addition of two innovation groups. The decrease in research and development
expenses as a percentage of total net revenues from 1996 to 1997 was primarily
due to revenue growth.

QUARTERLY RESULTS OF OPERATIONS. The following table sets forth a summary
of Viant's unaudited quarterly operating results for each of the nine quarters
in the period ended April 2, 1999. This data has been derived from our unaudited
interim financial statements which, in our opinion, have been prepared on
substantially the same basis as the audited financial statements contained
elsewhere in this prospectus and include all normal recurring adjustments
necessary for a fair presentation of the financial information for the periods
presented. These unaudited quarterly results should be read in conjunction with
Viant's financial statements and notes thereto included elsewhere in this
prospectus. The operating results in any quarter are not necessarily indicative
of the results that may be expected for any future period. The increase in
general and administrative expenses in the second quarter of 1997 was
attributable primarily to severance costs related to the departure of an
employee.

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, JAN. 1, APR. 2,
1997 1997 1997 1997 1998 1998 1998 1999 1999
-------- -------- --------- -------- -------- -------- --------- ------- -------

<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues.................. $ 1,749 $ 2,232 $ 2,405 $ 2,422 $ 4,093 $ 4,512 $ 5,302 $ 6,136 $ 7,883
-------- -------- --------- -------- -------- -------- --------- ------- -------
Operating expenses:
Professional services....... 762 1,143 1,314 1,311 2,237 2,362 2,999 3,652 4,511
Sales and marketing......... 168 446 415 548 586 631 805 1,302 1,216
General and
administrative............ 564 1,935 1,440 2,359 1,809 2,118 2,740 3,698 3,518
Research and development.... 97 97 116 271 168 295 389 577 690
-------- -------- --------- -------- -------- -------- --------- ------- -------
Total operating
expenses................ 1,591 3,621 3,285 4,489 4,800 5,406 6,933 9,229 9,935
-------- -------- --------- -------- -------- -------- --------- ------- -------
Income (loss) from
operations.................. 158 (1,389) (880) (2,067) (707) (894) (1,631) (3,093) (2,052)
Interest and other income
(expense), net.............. 13 32 20 33 27 (10) (79) (100) 11
-------- -------- --------- -------- -------- -------- --------- ------- -------
Net income (loss)............. $ 171 $(1,357) $ (860) $(2,034) $ (680) $ (904) $(1,710) $(3,193) $(2,041)
-------- -------- --------- -------- -------- -------- --------- ------- -------
-------- -------- --------- -------- -------- -------- --------- ------- -------
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Since inception, Viant has funded its operations and investments in property
and equipment through equity financings, bank borrowings and capital lease
financing arrangements. Viant's cash and cash equivalents were $10.3 million at
April 2, 1999.

Viant's cash and cash equivalents increased from $2.1 million at the end of
1996 to $5.6 million at the end of 1997 to $18.2 million at the end of 1998.
These increases were primarily from the net proceeds from the issuance of
convertible preferred stock in the amount of $3.5 million in 1996,

17
<PAGE>

$8.0 million in 1997 and $20.1 million in 1998. These proceeds were offset
primarily by cash used for operating activities of $1.6 million in 1996, $2.5
million in 1997, and $8.9 million in 1998 and capital expenditures of $264,000
in 1996, $2.0 million in 1997 and $901,000 in 1998. Viant's cash and cash
equivalents decreased $7.9 million in the first quarter of 1999. Operating
activities resulted in a cash outflow of $7.5 million which is primarily due to
the net loss for the quarter, an increase in accounts receivable and a decrease
in accrued payroll. Accounts receivable increased $4.3 million in the first
quarter of 1999 due to increased revenue and slower payments by clients during
this period.

Viant has a revolving line of credit with a bank which provides for
borrowings of up to $5.0 million. Borrowings under this line of credit, which
expires on July 3, 1999, bear interest at the bank's prime rate plus 0.5% (8.25%
at January 1, 1999). Under the same bank agreement, Viant also has an equipment
line of credit which provides for borrowings of up to $1,250,000, bears interest
at the bank's prime rate plus 1.0% (8.75% at January 1, 1999) and is repayable
in 36 equal monthly installments. Borrowings under the bank lines of credit may
be prepaid in whole or in part without penalty and are secured by substantially
all of Viant's assets. The lines of credit require compliance with financial
covenants including the maintenance of financial ratios, including a ratio of
total liabilities to tangible net worth of 1.0 and a limitation on maximum
quarterly net losses. Viant was in default on a financial covenant at January 1,
1999, for which Viant received a waiver from the bank. In April 1999, Viant
extended this credit facility to July 3, 1999 and renegotiated the financial
covenants. The financial covenant for which the Company was in default was
amended such that the Company may incur a loss not to exceed $2,500,000 for each
of the fiscal quarters ending April 2, 1999 and July 2, 1999. In addition, the
total liabilities to tangible net worth ratio covenant was amended such that the
Company shall maintain as of the last day of each fiscal month a ratio of total
liabilities to tangible net worth of not more than 1.25 to 1. Viant was in
compliance with all its financial covenants during the first quarter of 1999.
Viant also has a capital lease facility with a leasing company for total
availability of $3.2 million secured by the capital assets purchased with the
borrowings. Outstanding borrowings under the above credit facilities totaled
$5.6 million as of April 2, 1999. Upon the completion of this offering, Viant
intends to repay approximately $3.3 million outstanding under the bank lines of
credit.

Viant believes that its current cash, cash equivalents and short-term
investments, available borrowings under its credit facilities and the net
proceeds from this offering will be sufficient to meet Viant's working capital
and capital expenditure requirements for at least the next 12 to 24 months.
However, there can be no assurance that Viant will not require additional
financings within this time frame or that such additional financing, if needed,
will be available on terms acceptable to Viant, if at all.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products worldwide
are coded to accept only two-digit entries to identify a year in the date code
field. Consequently, on January 1, 2000, many of these systems could fail or
malfunction because they may not be able to distinguish between the year 1900
and the year 2000. Accordingly, many companies, including Viant and Viant's
clients, potential clients, vendors and strategic partners, may need to upgrade
their systems to comply with applicable Year 2000 requirements.

Because Viant and its clients are dependent, to a very substantial degree,
upon the proper functioning of computer systems, a failure of these systems to
correctly recognize dates beyond January 1, 2000 would disrupt operations. We
may experience operational difficulties caused by undetected errors or defects
in our internal systems. Purchasing patterns of our clients and potential
clients may be affected by Year 2000 issues as companies expend significant
resources to correct their current systems for Year 2000 compliance and may
therefore defer new initiatives until they do so. We may become involved in
disputes regarding Year 2000 problems occurring in solutions we have developed
or implemented or arising from the interactions of our Internet

18
<PAGE>
solutions with other software applications. Year 2000 problems could require us
to incur delays in providing our services to clients and unanticipated expenses.

To address these issues, Viant formed a Year 2000 assessment and contingency
planning committee, called the Y2K Committee, to review both its information
technology systems and its non-information technology systems, and where
necessary, to plan for and supervise the remediation of those systems. The Y2K
Committee is headed by Viant's Chief Technology Officer. Viant has performed a
preliminary assessment of the Year 2000 readiness of its critical hardware and
software systems. The providers of these systems have either confirmed to Viant
that these systems are Year 2000 compliant or provided the information necessary
for Viant to plan and implement upgrades to make them Year 2000 compliant. Viant
has begun to implement upgrades and test these systems as part of its Year 2000
efforts. Based on the information received to date from these vendors, Viant
believes this process should be completed by September 1999.

Viant has initiated communication with other significant vendors to
determine the extent to which they are vulnerable to Year 2000 issues. Viant
expects to complete discussions with these vendors regarding their Year 2000
remediation plans by July 1999. Viant has held and continues to hold discussions
with its clients regarding their Year 2000 remediation plans. Based on
discussions to date, Viant believes that the Year 2000 problem will not
materially impact the operations of our significant clients or their plans to
purchase our services.

Based on work done to date, Viant believes that the cost of work and
materials to complete its Year 2000 program will be approximately $120,000, of
which approximately $15,000 has been spent to date. This includes the cost of
material upgrades, software modifications and related consulting fees.

Viant's standard master services agreement does not warrant Year 2000
compliance other than the warranties provided by vendors of the software used in
its solutions. Viant has reviewed significant non-standard client contracts to
determine its exposure for failure to provide Year 2000 compliant solutions.
Viant believes these contracts do not provide express warranties for Year 2000
compliance for its solutions. Nevertheless under either contractual arrangement,
Viant may become involved in disputes regarding Year 2000 problems occurring in
solutions it has developed or implemented or arising from the interactions of
its Internet solutions with other software applications. Viant has tested for or
received assurances of Year 2000 compliance for the major software components
used in its client applications. Viant believes that its exposure for failure to
provide Year 2000 compliant products would not have a material impact on its
business or operations.

Viant is developing contingency plans for critical individual information
technology systems and non-information technology systems to address Year 2000
risks not fully resolved by Viant's Year 2000 program. These contingency plans
should be completed by the fourth quarter of 1999. To the extent that our
assessment is finalized without identifying any material noncompliant
information technology systems operated by us or by our vendors, Viant feels the
most reasonably likely worst case Year 2000 scenario is a temporary
telecommunications failure which would impair communications among our offices.
Viant currently has contingency plans in place to address such a disruption in
its telecommunications systems and believes that such a disruption would not
have a material effect on our operations. However, a prolonged
telecommunications failure beyond our control could have a material adverse
effect on our business, results of operations and financial condition.

Viant believes that the Year 2000 risk will not present significant
operational problems for Viant. However, there can be no assurance that our Year
2000 program will prevent any material adverse effect on our operations,
financial condition or customer relations.

19
<PAGE>
BUSINESS

Viant is a leading Internet professional services firm providing strategic
consulting, creative design and technology services to companies seeking to
capitalize on the Internet. Viant creates value by helping clients rapidly
develop and deploy Internet solutions. Viant accomplishes this value creation
through a business model that emphasizes multi-disciplinary teams, an integrated
service model, organic growth that reinforces the firm's culture and continuous
innovation.

Viant believes it has gained considerable experience and market presence
from completing significant engagements for Global 1000 companies such as
American Express, BankBoston, Compaq, Deutsche Bank, Hewlett-Packard, Kinko's,
Lucent Technologies, Polo/Ralph Lauren and RadioShack.

The Company was originally incorporated in April 1996, as a California
corporation. The Company changed its name from Genuine Internet to Silicon
Valley Internet Partners on June 14, 1996. On April 3, 1998, we changed our name
to Viant Corporation. Prior to the closing of this offering, we will
reincorporate in the state of Delaware.

INDUSTRY BACKGROUND -- INTERNET GROWTH AND OPPORTUNITIES

Over the past several years the number of Internet users worldwide has grown
rapidly. Increasing numbers of individuals and companies now use the Internet to
search for information, communicate with others, conduct business and seek
entertainment. According to International Data Corporation, the estimated number
of Internet users worldwide was 69 million at the end of 1997, and is projected
to grow to 320 million users by the end of 2002.

The broad acceptance of the Internet has created numerous opportunities for
companies that are seeking growth and are challenged by highly competitive and
rapidly changing markets, geographically dispersed operations and demands for
increased efficiencies. As a result, many senior executives now rank their
company's Internet strategy among their highest corporate priorities.

Internet solutions permit companies to acquire new customers, conduct
electronic commerce and consistently manage customer relationships. These
solutions can also dramatically improve a company's ability to access, analyze
and distribute important information to suppliers, business partners, employees
and customers. A manager can, for example, check suppliers' inventories for the
availability, pricing and estimated delivery time for important parts needed to
fulfill orders. A sales person can perform research on her company's corporate
database even though she is thousands of miles from corporate headquarters.
Employees worldwide can verify their retirement account balances simply by
checking their company's website. A consumer can comparison shop and purchase an
item from the comfort of her own home. These examples translate into revenue
growth and improved operating efficiencies.

While there are numerous benefits that may be gained by utilizing the
Internet, the analysis, design and implementation of an effective Internet
solution requires a range of skills and expertise which few businesses possess.
The successful design of Internet solutions requires careful analysis and
definition of the strategic implications of the Internet for a business, the
creative possibilities for brand, content and user experience and the technology
required to support the solution. The rapid development and launch of Internet
solutions further requires substantial expertise to develop and integrate new
business processes with existing capabilities, to design and execute Internet
marketing communications plans and to evaluate, select and implement the
appropriate technologies for the Internet solution.

The current supply of high quality, experienced Internet professionals is
relatively limited, making the market extremely competitive for these
individuals. Furthermore, it is costly and

20
<PAGE>
inefficient for companies seeking to implement their own Internet solutions to
hire, train and retain these professionals. As a result, an increasing number of
businesses, from start-ups to Global 1000 companies, engage Internet
professional services firms to help them design and implement Internet
solutions. The market for Internet and e-commerce services is projected to grow
dramatically. Forrester Research estimates that this market will grow from $5.4
billion in 1998 to $32.7 billion in 2002, representing a compound annual growth
rate of 56.9%.

The rapidly growing demand for Internet professional services has attracted
many firms to this market. Viant believes that many of these firms suffer from
one or more of the following limitations:

- Strength in only one or two of the core competencies of strategic
consulting, creative design and technology. Many of these firms have
expertise in only one or two of these critical disciplines and therefore
must partner with other firms to deliver a complete Internet solution. As
a result, separate teams or firms with differing approaches, skill sets
and cultures work on the same project. This separation often results in
project delays, increased costs and other inefficiencies.

- A time and materials business model. Service providers who utilize a time
and materials model typically bill their clients for the time spent on a
project. As a result, these service providers have a reduced incentive to
complete a project early or on time as they will continue to be paid even
if a project takes longer than planned. Clients, therefore, generally
perceive that the time and materials model fails to align the service
provider's goals with the client's, namely the rapid, efficient delivery
of a working Internet solution.

- Dependence on acquisitions to add competencies and geographic reach.
Certain Internet professional services firms grow through acquisitions of
other firms in order to gain expertise in core disciplines or to expand
geographically. The mere acquisition of these additional disciplines may
not necessarily result in the creation of an integrated service approach.
In addition, the integration of an acquired firm's employees and business
systems is often difficult and time-consuming, resulting in inconsistent
and inefficient delivery of services and solutions to the client.

Accordingly, Viant believes that companies seeking to effectively capitalize
on the Internet require and seek a firm with expertise in strategic consulting,
creative design and technology to provide an integrated, seamless delivery of
Internet solutions.

THE VIANT SOLUTION

Viant is a leading Internet professional services firm providing strategic
consulting, creative design and technology services to companies seeking to
capitalize on the opportunities presented by the Internet. Viant has experienced
increased demand for its services. Viant's revenues have grown from $640,000 in
1996 to $8.8 million in 1997 and $20.0 million in 1998. Key elements of the
Viant solution are:

INTEGRATED APPROACH

Viant combines three core disciplines -- strategic consulting, creative
design and technology -- to help clients reevaluate their strategies and
transform their businesses to take advantage of the Internet. Viant delivers its
services for each project through a multi-disciplinary team of strategists,
creative designers and information technologists who typically work with key
client representatives in a local Viant office. Viant believes that this
integrated approach enables it to deliver comprehensive Internet solutions which
can be implemented seamlessly and quickly. This approach also reduces costs,
miscommunications and delays which can occur when the strategic consulting,
creative design and technology disciplines are handled by different teams or
firms.

21
<PAGE>
VIANT SERVICE MODEL

We created the Viant Service Model to organize and address the broad-ranging
and complex needs of clients hoping to utilize the Internet effectively. The
service model divides each engagement into three well-defined phases --
Envision, Experience, and Launch -- which provide our consultants with a
consistent yet flexible service approach. The Viant Service Model takes a client
efficiently from strategy all the way through implementation. Our approach
identifies and prioritizes initiatives, rapidly delivers them to market,
captures valuable market experience and feedback, and immediately applies this
feedback to refine the solution. Viant executes this approach through an
iterative process, which results in Internet solutions that are better suited to
today's fast-changing market environment than solutions based on a traditional,
lengthy and non-iterative approach. The service model also allows us to
identify, capture, and reuse valuable Internet frameworks, designs, processes
and techniques which we develop in our client projects.

FIXED-PRICE AND FIXED-TIME

In substantially all of its engagements, Viant charges a fixed price for its
services and provides the client with a substantive deliverable within a short,
predetermined timeframe. Viant believes that clients favor fixed-price,
fixed-time contracts because they focus on clearly defined deliverables and
permit the client to more accurately manage project costs. These contracts also
create incentives for Viant to finish within budgeted timeframes, thereby more
closely aligning Viant's interests with the client's. Furthermore, this model
creates the opportunity for Viant to achieve higher margins by delivering its
solutions more efficiently.

STRATEGIC BUSINESS FOCUS

Viant works with clients to reevaluate and transform their strategic
business processes and operations to take advantage of the Internet. Viant's
focus on initiatives that are critical to a client's strategy, operations and
organization enables Viant to work with a client's most senior executives. Viant
believes that its participation in and development of these critical initiatives
results in the opportunity to provide premium value services.

ORGANIC GROWTH MODEL

Viant believes its organic growth model is essential to its ability to
maintain quality while increasing revenues. Viant has built its business
entirely through the training and assimilation of new employees, as opposed to
adding employees and disciplines through mergers or acquisitions. A principal
element of this training and assimilation is the QuickStart program, an
intensive three-week program of activities and instruction attended by all new
employees.

In order to open new offices effectively and quickly, Viant staffs new
locations with employees who have relocated from other offices. This process
allows Viant to bring new offices on-line quickly, ready to service local
clients. Additionally, Viant believes this process maintains consistent
firm-wide quality and culture, and an ongoing entrepreneurial environment.

VIANT CULTURE

Viant's culture is founded on professional growth, rapid learning and
enterprise-wide knowledge-sharing. Employees are evaluated not only on their
individual performance, but also on how well they teach other employees and
share knowledge. Viant's integrated team approach and policy of servicing its
clients from local offices has reduced travel time and allowed Viant managers to
allocate work efficiently. In 1998, Viant's turnover rate was approximately 9%.
Viant believes that this is less than one-half of the average rate for publicly
traded technology consulting firms in the United States.

22
<PAGE>
VIANT'S STRATEGY

Viant's goal is to build upon its position as a leading provider of Internet
professional services. To achieve this goal, Viant is pursuing the following
strategies:

EXPAND EXISTING CLIENT RELATIONSHIPS AND ATTRACT NEW CLIENTS

Viant continues to focus on delivering high quality solutions to help its
clients redefine and transform their businesses in order to capitalize on the
Internet. Viant believes this focus improves client satisfaction and results in
two distinct benefits: follow-on engagements with existing, satisfied clients
and referrals for engagements with new clients. Viant also plans to continue to
build its brand recognition, grow its sales efforts and expand its skill set to
acquire new clients seeking comprehensive Internet solutions.

CONTINUE ENHANCEMENT OF CORE DISCIPLINES

To enhance its knowledge and thought leadership in the core disciplines --
strategic consulting, creative design and technology -- Viant has established
the following research and innovation groups:

THE VIANT INSTITUTE, which is comprised of dedicated internal personnel
and outside advisors whose efforts are focused on thought-leading research
and writings on Internet-related issues. Viant uses this research
internally to enhance its knowledge and service offerings, and also
distributes this research to clients and prospective clients as a means of
increasing Viant's visibility in the marketplace.

THE DESIGN STUDIO, which has a dedicated staff that supports the creative
discipline. This group develops new ideas in creative design and user
experience, giving our clients innovative ways to attract and strengthen
relationships with customers over the Internet.

THE TECHNOLOGY CENTER, which is comprised of a dedicated team that
evaluates and tests new and emerging Internet technologies. This team
synthesizes new technologies in order to formulate innovative Internet
architectures. These activities benefit our clients by allowing them to
rapidly incorporate thoroughly-tested, leading edge technologies into
their Internet solutions.

Viant believes that the combination of new intellectual capital from its
innovation groups with its project-based experience will allow it to remain on
the leading edge of strategic consulting, creative design and Internet
technologies.

ATTRACT AND RETAIN THE HIGHEST QUALITY EMPLOYEES

Viant seeks to hire high quality employees with a broad range of experience
and knowledge. Consistent with its organic growth plan, Viant recruits a
majority of its new employees through an employee referral program. This program
rewards employees for new hires referred by them. The QuickStart training and
orientation program accelerates the dissemination of knowledge among new
employees and instills an understanding of Viant's culture and shared values.
Viant's culture provides long-term appeal for its employees by providing
extensive client contact and allowing them to pursue mastery of one discipline
or gain a broad exposure across two or more disciplines. Viant also encourages
its employees to pursue entrepreneurial opportunities by helping to launch new
offices. Viant believes that equity ownership is an important component of
employee compensation. As a result, all Viant employees are granted options to
purchase Viant stock upon commencement of employment.

23
<PAGE>
LEVERAGE COMPANY-WIDE KNOWLEDGE

Viant's multi-disciplinary teams gain valuable experience and knowledge
through client engagements. Viant's culture, systems and processes promote the
sharing of this knowledge throughout the company. Viant has developed a unique,
proprietary knowledge sharing and collaboration system, consisting of electronic
documents and shared workspaces, called FOCUS. During every client engagement,
Viant project teams seek to expand Viant's knowledge base by identifying
innovative processes, techniques and analyses that they believe will be valuable
to other project teams. The FOCUS system enables the:

- efficient distribution of company-wide knowledge and experience;

- reuse of processes and knowledge from past projects;

- acceleration and enhancement of professional development; and

- close collaboration and knowledge sharing with clients during projects.

The client benefits from Viant's FOCUS system which gives it access to a
broad array of proven assets, methods and project experience. Viant benefits
from this knowledge sharing strategy through the reuse of processes, components
and methodologies. This strategy accelerates the delivery of Internet solutions
and over time could result in improved operating margins.

CONTINUE TO REFINE OUR OPERATING SYSTEMS AND PROCESSES

Viant has built and continues to refine its management processes and
supporting systems in order to streamline and standardize operations. These
include systems and processes for:

- revenue forecasting;

- recruiting;

- project financial management;

- relationship management;

- career management;

- knowledge sharing;

- project staffing; and

- accounting.

Viant believes that the evolution of its infrastructure has allowed and will
continue to allow it to scale its operations and compete effectively.

EXPAND GEOGRAPHICALLY

Viant believes that significant revenue growth opportunities exist from
expansion into new geographic markets. To date, Viant has opened offices in six
cities in the United States and an office in London. Viant has plans to expand
to additional domestic and international markets. Through its organic growth
model, each office is initially staffed with experienced employees from other
Viant offices and then with new employees from the local geographic area. Viant
believes this expansion strategy provides ongoing entrepreneurial opportunities
for employees and closer relationships with clients.

PROVIDE SERVICES ACROSS A BROAD RANGE OF INDUSTRIES

Viant focuses on building knowledge of and skills relating to the design and
development of Internet solutions to help companies redefine and transform their
businesses. Viant believes the broad-based business knowledge and Internet
expertise it attains from its client engagements is

24
<PAGE>
scalable across a wide range of industries. Clients have effectively utilized
this expertise in a broad range of industries which, to date, have included:

- financial services;

- retail;

- music and entertainment;

- pharmaceutical;

- high technology;

- utilities;

- distribution; and

- telecommunications.

VIANT SERVICES

Viant has focused on developing substantial expertise in five major service
areas. These service areas include:

INTERNET STRATEGY SOLUTIONS

Companies often pursue multiple Internet initiatives in an isolated and
un-coordinated manner, ignoring the opportunities to integrate these initiatives
with broader corporate strategy and business practices. Viant works closely with
a client to better understand its existing business strategy, processes and
needs in order to design a comprehensive and complementary Internet strategy.
Viant also works with a client to redesign its organizational structure and
processes to fully capitalize on the new, Internet-inclusive business strategy.
Viant then helps the client to focus, define, and prioritize its Internet
investments to ensure that they represent a unified strategy closely tied to the
client's overall business objectives and operations.

ELECTRONIC COMMERCE SOLUTIONS

As increasing numbers of people research and purchase goods and services
directly over the Internet, many companies have rushed to create their own
Internet storefront in what they view simplistically as a new distribution
channel. Viant helps clients move beyond this approach by focusing them on
critically important issues such as customer segmentation, online customer
behavior, the design and creation of positive user experiences, customer
information capture and analyses, and effective online customer service. This
focus helps clients to create electronic commerce solutions that attract,
satisfy, and retain loyal customers through the Internet.

BUSINESS PARTNER SOLUTIONS

Historically, business partners have largely interacted via multiple and
sometimes inefficient methods including faxed correspondence, telephone sales
and support, paper-based orders, invoicing and payment. Business partners can
greatly improve the efficiency of this process by using secure Internet-based
transactions and correspondence systems, often called extranets. Viant has
gained substantial knowledge and expertise in rapidly analyzing complex business
operations and partner interaction systems, redesigning business partner
interactions around extranet solutions, designing effective user interfaces and
functionality, and integrating extranet solutions with disparate hardware and
software systems.

25
<PAGE>
INTERNAL INFORMATION SOLUTIONS

As companies grow in headcount and geographic breadth, managers often face
the difficult and costly question of how to share information with large numbers
of employees, often in numerous geographic locations. For example, an updated
brochure or handbook that needs to be sent to 850 locations worldwide requires a
significant amount of time and resources. Viant helps clients to develop
corporate Internet solutions, often called intranets, which allow the secure
capture, storage, and distribution of information by and to a client's
authorized employees. Viant designs and deploys intranet solutions, for example,
that enable a global company to post documents, audio or video clips on a
website for access by all employees worldwide. Viant's intranet solutions allow
clients to communicate important information to those who need it in a cost and
time efficient manner.

INTERNET-ONLY BUSINESS SOLUTIONS

The dramatic growth in Internet use has also given rise to a new class of
businesses which are designed specifically for the Internet. Viant works with
clients and managers to design and deploy the business strategy, operations, and
systems for these new Internet enterprises. Because market conditions shift
extremely quickly for Internet-based businesses -- for example with the entrance
of new competitors regulations or technologies -- clients value Viant's ability
to help them rapidly and effectively analyze conditions, anticipate and respond
to changes, and refine their business strategies and systems.

VIANT SERVICE MODEL

The Viant Service Model is comprised of three distinct, customizable and
iterative phases, which facilitate the rapid delivery of Internet solutions.
Viant works with the client to understand its specific business needs and
determine the most appropriate activities within each phase of the service
model. Each phase takes approximately 60-90 days, is provided on a fixed-price,
fixed-time basis and involves all three core disciplines. These three phases may
be repeated as required to

26
<PAGE>
refine and deliver an Internet solution. The Viant Service Model can be
illustrated graphically as follows:

(DIAGRAM DEPICTS VIANT SERVICE MODEL)

(A triangle with the words Strategy, Technology, and Creative, and three
boxes, labeled, "Envision: Explore and Develop the Internet Strategy";
"Experience: Design Prototypes to Test Approaches"; and "Launch: Build and
Deploy the Internet Solution". The words Ideas/Option, Blueprint/Market Tests
and Build/Refine will appear under the boxes)

ENVISION

During the first phase, ENVISION, project teams examine the client's
marketplace, including competitors, customer needs and brand identity. Viant
interprets the client's core value proposition and business practices for the
Internet environment based on Viant's integrated perspective of customer
behavior and needs, competitive dynamics and technology trends and issues. Viant
works with the client to establish a focused objective -- for example, increased
customer value, strengthened partner relationships or improved operating
efficiencies -- and a comprehensive set of business options to achieve this
objective.

Once this set of options is developed and articulated, Viant works with the
client to further analyze and prioritize the potential options by:

- defining the decision framework and criteria to select near-term and
long-term Internet investments;

- developing a profile of the client's capabilities and comparing those
capabilities against the requirements of the solution;

- performing a rigorous business case analysis to determine which option to
pursue; and

- creating a conceptual design to help visualize the options.

At the end of this phase, Viant delivers an action plan that is understood
and supported by key managers throughout the client organization and is grounded
in the client's business strategy. The action plan outlines specific Internet
solutions and their expected benefits. The plan also identifies the work needed
to determine the solution's requirements.

EXPERIENCE

In the second phase, Experience, the project team utilizes the action plan
from Envision and carefully investigates the Internet solutions through market
tests. The project team creates an initial layout and subsequent prototypes of
the Internet solution. These prototypes can then be tested with the client's
existing and potential customers. The testing process allows clients to
incorporate customer feedback into the Internet solution.

27
<PAGE>
Another important aspect of the Experience phase is the continued assessment
of prototypes against the client's broad business strategy, internal operations
and processes, marketing initiatives and technology systems. Viant helps the
client refine its initial strategy and action plan into a better defined
Internet solution and launch plan.

LAUNCH

In the third phase, Launch activities center on creating the capabilities
needed not only to implement an Internet solution, but also to establish that
Internet solution as an ongoing and integrated dimension of the client's
business operations. Project teams build and deploy Internet solutions through
incremental releases. Project teams perform rigorous testing on each release to
ensure proper functioning and reliability. Viant trains the client throughout
the Launch phase enabling the client to manage ongoing maintenance once the
Internet solution is complete. Activities in this phase include:

- development of Internet software applications;

- integration between the Internet solution and the client's existing
technology systems;

- refinement of the client's business and Internet strategy, based on
operational needs and ongoing customer feedback;

- management of changes in work processes;

- rigorous testing of an Internet solution to ensure reliability and proper
functionality;

- transitioning the Internet solution to client personnel for ongoing
maintenance and revision; and

- execution of the integrated marketing strategy.

28
<PAGE>
The Viant Service Model's iterative build and release process provides a high
degree of flexibility to meet changing client needs and ensures a high-quality
solution.

BENEFITS OF THE VIANT SERVICE MODEL

The Viant Service Model provides us with considerable benefits and
advantages including:

- A consistent approach for the rapid, effective delivery of all of Viant's
services. This approach is taught to all Viant consultants through the
QuickStart program and subsequent training programs;

- Standard methods to identify and capture valuable reusable assets
developed in client projects. These reusable assets include proprietary
Internet frameworks, designs, tools, processes, techniques and software;
and

- A powerful means to facilitate sales forecasting and resource management.

Viant also believes that the service model provides benefits to clients,
which include:

- COMPLETENESS. The Viant Service Model incorporates all the elements needed
to design and implement an effective Internet solution, including the
creation of the business strategy, development of the marketing plan,
design of a business organization, layout of the technical architecture,
implementation of the Internet solution and the introduction of the
redesigned business. The Viant Service Model provides clients with an
integrated set of activities that effectively move them from analysis
through execution.

- SPEED. The Viant Service Model takes a client efficiently from strategy
all the way through implementation, avoiding costly hand-offs that
typically occur when a client uses one consulting team or firm for
strategy and operations, another for creative design and marketing, and a
third for systems development and integration. Clients utilizing the Viant
Service Model gain a benefit by rapidly getting the right Internet
initiative to market.

- INNOVATION. The Viant Service Model draws on multi-disciplinary teams of
strategic consulting, creative design and technology experts. Clients
benefit by having innovative ideas formed from three, distinct
disciplinary perspectives, and from having these perspectives integrated
early and throughout all phases of the engagement.

- ALIGNMENT. The Viant Service Model draws on key representatives from
various functional areas within the client's organization, including
marketing, information technology, strategy and operations. As a result,
the Internet strategy and execution receives deep and broad support across
the client organization. This organizational support helps to ensure that
Internet initiatives and investments are aligned with the client's
business goals and operations.

- UNIQUENESS. The Viant Service Model is highly flexible and can incorporate
a client's prior Internet work and investments as well as its unique
brand, organization and technology requirements. As a result, each client
gets a unique work plan that is most efficient for its operations and
organization, as well as unique Internet initiatives to specifically
address that client's needs.

- RISK MITIGATION. The Viant Service Model relies on proven frameworks,
techniques and processes. As a result, clients benefit from reliable
mechanisms that can be used to identify and manage project risk and to
ensure the quality delivery of Internet initiatives, on time and within
budget.

29
<PAGE>
We seek to protect the software applications, methods and internal business
processes that comprise the Viant Service Model through a combination of
copyright and trade secret laws. We use all reasonable efforts to protect the
proprietary and confidential aspects of the service model by requiring any party
having access to them to execute a nondisclosure agreement or an employee
confidentiality agreement.

SALES AND MARKETING

Viant markets its Internet professional services through sales professionals
located in Boston, Chicago, Dallas, Los Angeles, New York, and San Francisco.
Viant believes that this regional sales focus combined with our local service
approach allows Viant to develop strong market presence and name recognition in
each of our local markets. Viant's sales professionals operate through a
coordinated and structured process to evaluate large numbers of prospective
clients, target qualified prospects and secure new engagements.

Viant primarily markets its services to Global 1000 corporations. In
addition, Viant markets its services to early stage companies whose businesses
are designed and built around the Internet. Viant believes that the
opportunities and issues created by the Internet, including new brand
enhancement possibilities and dramatic shifts in product distribution
strategies, span a broad range of industries.

Our sales efforts are supplemented by marketing and communications
activities which we pursue to further build Viant's brand name and recognition
in the marketplace. These activities include direct mail campaigns targeting
corporate executives, public speaking opportunities, attendance at industry
conferences and business events, a public relations program, sales and marketing
materials and our own focused Internet brand initiative.

SIGNIFICANT CLIENTS

Our clients include the following companies:

American Express Company
BankBoston Corporation
BlueTape, LLC
CMGI, Inc.
Compaq Computer Corporation
Della & James, Inc.
Deutsche Bank AG
Dreyfus Brokerage Services
Hewlett-Packard Company
Informix Software
J. Crew Group, Inc.
Kinko's Corporation
Lucent Technologies Inc.
Oncology Therapeutics Network, Corp., a subsidiary of Bristol-Myers
Squibb Co.
Polo/Ralph Lauren Corporation
RadioShack
Unum Corporation

We derive a significant portion of our revenues from large projects for a
limited number of clients. In 1998, our five largest clients accounted for
approximately 59% of our revenues. During this period, Kinko's Corporation,
Lucent Technologies Inc. and Compaq Computer Corporation each accounted for more
than 10% of our revenues. In the first three months of 1999, our five largest

29
<PAGE>
clients accounted for approximately 65% of our revenues. During this period,
Compaq and Radio Shack each accounted for more than 10% of our revenues.

CLIENT CASE STUDIES

The following four case studies are representative of the services we have
provided to our clients.

KINKO'S

Kinko's is an international leader in the document copying and business
services industry, operating in 1,000 locations in eight countries with more
than 25,000 employees worldwide. When Kinko's combined its numerous regional
partnerships into one corporate entity, the company needed a simple, effective
way to distribute information to all of its locations and to facilitate
communications among its employees. Kinko's senior management recognized that
automating information distribution and facilitating company-wide communications
would not only save time and money, but also help create and sustain a
consistent corporate culture.

To date, Viant has helped Kinko's relaunch its complete website,
www.kinkos.com, and launch an intranet. Kinko's views its website as a key
component to its corporate repositioning effort. Viant worked with Kinko's to
establish the strategic direction for the new website; reinterpret Kinko's brand
for the internet; redesign the site's look and feel, navigation and content; and
enhance the site's functionality. The newly designed website centers on customer
needs and experience rather than the simple display of products and services.
The site was rapidly redesigned and relaunched in just three months, and is the
platform from which Kinko's will further develop its full Internet business
model.

In just six months Viant helped Kinko's design and build a corporate
intranet that delivers daily updated business information to each manager. The
Kinko's intranet speeds the flow of information and encourages discussion,
unifying widely dispersed operations into a single community. Furthermore,
Kinko's reported to Viant that by replacing its prior practice of weekly
mailings, the new intranet system has significantly reduced printing and
distribution costs.

THE TANDEM DIVISION OF COMPAQ

Compaq's Tandem Division provides software and hardware solutions to support
business critical electronic commerce, business information and transaction
processing functions for industries such as telecommunications and finance that
require absolute reliability. Intense competition in the marketplace drove
Tandem towards an increasingly complex and rapidly evolving product line.

To communicate with its worldwide sales force, Tandem implemented a
CD-ROM-based news and information system. This CD-ROM system required Tandem to
regularly compose, manufacture and ship hundreds of compact discs. This system
proved to be inefficient and costly as the system simply could not keep up with
the growing information demands of the business.

Viant helped Tandem replace this CD-ROM system with a highly flexible,
easy-to-administer intranet that instantly delivers the latest product
information and other sales tools to the Compaq sales force. The immediate
availability of current information has enabled sales people to devote more time
to selling the company's products.

Tandem's success with the intranet helped its executives realize that
up-to-date product information would also be valuable to its partners and
customers. The new business and information infrastructure became a platform for
a business partner extranet and a public website.

30
<PAGE>
Tandem now uses one common Internet-based system to create a targeted,
personalized view of product and company information for each of its sales
force, business partners and customers.

The use of Viant's proprietary service model allowed Tandem to move from the
intranet solution concept to actual launch in just four months. The partner
extranet and public website were launched shortly thereafter. In the first year
using Viant's new solution, Tandem realized the following benefits:

- a reduction in annual printing and distribution costs;

- a shortened publishing cycle from two to three weeks to just one to two
days;

- a streamlined site management process requiring fewer people;

- improved sales force productivity; and

- an improved public Internet presence, with a significant increase in both
the number of visitors and web page hits.

ONCOLOGY THERAPEUTICS NETWORK (OTN)

Oncology Therapeutics Network (OTN), a subsidiary of Bristol-Myers Squibb,
provides pharmaceutical delivery services to over 2,000 physician accounts. OTN
sought to accelerate revenue growth and reduce expenses by leveraging web
technologies.

Viant and OTN collaborated to create a customer extranet that provides
tailored, online access to over 1,000 products and related sales information in
an easy-to-use design for non-technical users. OTN Online enables customers to
research product information on their own, freeing OTN's sales representatives
and collection specialists to focus on building and maintaining customer
relationships.

Viant created a database-driven Website that presents personalized product
catalogs and customer-specific sales and invoice information. OTN customers are
able to access their information, while the OTN webmaster can update the
information in real-time. The site interfaces with OTN's existing financial
systems to enable field sales representatives to provide real-time account
management.

By keeping OTN's core business strategy at the forefront of web development
efforts, Viant enabled OTN to pursue an aggressive Internet initiative without
compromising their ability to provide high quality customer service and support.
Using Viant's Service Model to build a flexible web business, OTN was able to
integrate its existing system while creating an extendable platform for future
Internet initiatives.

BLUETAPE

BlueTape was founded in 1998 to deliver user-driven interactive
entertainment experiences combining music, videos, commerce and information.
BlueTape's founders sought a business partner that could help develop BlueTape's
core business strategy and capabilities as well as its first entertainment
offering.

BlueTape chose Viant because of its ability to analyze, design and build
multiple aspects of a new Internet based business. Viant worked closely with
BlueTape to transform BlueTape's business concept into a fully operational
venture. This engagement integrated Viant's multi-disciplinary team approach and
proprietary service model with BlueTape's internal capabilities to form a truly
joint effort.

As part of the collaboration process, BlueTape moved into Viant's New York
offices to create a focused work environment. The combined team conducted
extensive research on existing music and music video Internet sites and worked
to create a truly new user experience. This result was

31
<PAGE>
sputnik7.com, a unique and innovative entertainment experience centering on
high-quality music and video. Viant's service model also helped BlueTape to
accelerate the design, development and deployment of the sputnik7.com site.

sputnik7.com is a real-time, online music and video experience built to be
continually shaped by audience feedback. The site delivers synchronized
streaming media through a web browser, and operates 24-hours-a-day,
seven-days-a-week. sputnik7.com features a broad new music mix that includes
electronica, hip-hop and rock, and is focused on providing new music ranging
from unsigned and independent label artists to established acts on major labels.

While watching a video, a viewer can retrieve artist information, chat
online with other viewers, purchase items and make music video requests. The
site was specifically built so that audience ratings, requests, site navigation
decisions and other feedback can be gathered, aggregated and analyzed in a
structured format. This user data is then employed by BlueTape's music
programmers to shape the user experience. A digital library and an intuitive
scheduling console let sputnik7.com music programmers easily schedule and
program music, music videos and advertisements.

COMPETITION

Viant competes in the Internet professional services market, which is
relatively new and intensely competitive. Viant expects competition to intensify
as the market evolves. Viant believes that the competitors fall into several
categories, including the following:

- Internet service firms, such as AGENCY.COM, iXL, Organic Online, Proxicom,
Razorfish and USWeb/CKS;

- technology integrators, such as Andersen Consulting, Cambridge Technology
Partners, Cap Gemini, EDS, IBM, and Sapient; and

- strategic consulting firms, such as Bain, Booz-Allen & Hamilton, Boston
Consulting Group, Diamond Technology Partners, McKinsey and Metzler Group.

Many of Viant's competitors have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition and
significantly greater financial, technical, marketing and public relations
resources than Viant. Viant believes that only a few of these competitors offer
an integrated package of professional Internet services. Several competitors,
however, have announced their intention to offer a broader range of services
than they currently provide.

Viant believes that the principal competitive factors in the Internet
professional services market are: the provision of an integrated services,
breadth of service offerings, cost certainty and a referenceable customer base.
Viant believes that its service model allows it to compete favorably in all of
the above areas.

There are relatively low barriers to entry into the Internet professional
services market. As a result, new market entrants pose a threat to Viant's
business. Existing or future competitors may develop or offer services that are
comparable or superior to ours at a lower price, which could have a material
adverse effect on our business, financial condition and results of operations.

LEGAL PROCEEDINGS

From time to time, Viant may be involved in litigation incidental to the
conduct of its business. Viant is not currently party to any material legal
proceedings.

32
<PAGE>
PEOPLE AND CULTURE

Viant had 27 employees at the end of 1996, 119 at the end of 1997, and 246
employees as of April 2, 1999. None of Viant's employees is represented by a
labor union and Viant believes its employee relations are excellent. Although
Viant has experienced rapid growth, it continues to grow organically and to
introduce every new employee into the Viant culture via its intensive three-week
Quickstart training program. Viant believes that this shared introductory
experience is critical to its corporate culture and service quality.

Viant recognizes that its employees are key to its future success. This
future success is based on the following factors:

- an effective recruiting program that attracts bright, creative and
entrepreneurial candidates;

- a strong corporate culture reinforced through our organic growth model;

- ongoing training and development; and

- equity ownership for all employees.

PHILOSOPHY

Viant's personnel and culture philosophy is simple: to provide every
employee with an environment for professional growth and development. Viant
believes that intelligent and motivated individuals achieve their fullest
potential by collaborating with high-caliber professionals in a work environment
charged with creativity and innovation. Viant also believes that individual
learning is accelerated when the firm's collective knowledge and experience is
shared in a team environment that is stimulating, challenging and fun.

RECRUITING

Viant dedicates significant resources to its recruiting efforts. A majority
of Viant's new hires come from referrals by current employees. Viant believes
that its existing employees are an excellent recruiting resource and rewards
employees that bring new people into the organization. Viant believes that the
success of its employee referral program is a direct reflection of current
employee satisfaction. Viant also actively recruits from many of the country's
leading graduate and undergraduate programs and through professional search
firms.

TRAINING AND DEVELOPMENT

Viant's training and professional development programs advance the skills of
its employees and enable Viant to deliver high-quality services to its clients.
A principal element of this training is Viant's QuickStart program. QuickStart
is an intensive three-week program attended by all new employees. In the
program, new employees learn about the culture and values of the firm, meet
other new employees from across the firm and gain first-hand experience with
Viant's Service Model. Additionally, Viant continues to develop programs that
ensure each consulting professional has the opportunity to develop skills in
each of Viant's core disciplines.

COMPENSATION

Viant's compensation program has been structured to attract and retain
highly skilled professionals by offering competitive base salaries with annual
cash bonus opportunities. Each Viant employee receives stock options upon
commencement of employment and may receive additional options based upon
performance.

33
<PAGE>
FACILITIES

Viant's headquarters are located in 20,000 square feet of leased office
space in Boston, Massachusetts. This facility is used by Viant's senior
management, administrative, human resources and training personnel as well as
the Boston business unit consultants. The lease term extends to March 31, 2003
with a five-year renewal at the option of Viant. Additionally, Viant leases
25,000 square feet in New York, 23,466 square feet in San Francisco and 5,003
square feet in Dallas. The New York lease term extends to July 28, 2007 with a
ten-year renewal at the option of Viant. The San Francisco lease term extends to
August 30, 2003 with a five-year renewal at the option of Viant. The Dallas
lease term extends to November 30, 1999 with a five-year option as elected by
Viant to rent 11,834 additional square feet of space. Viant has also entered
into short term leases for professional office space in Chicago, Los Angeles and
London.

34
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers as of April 9, 1999 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH VIANT
- ------------------------------ --- ------------------------------------------------------
<S> <C> <C>
Robert L. Gett 48 President and Chief Executive Officer, and Director
M. Dwayne Nesmith 37 Vice President and Chief Financial Officer
Richard J. Chavez 34 Vice President and Chief Strategy Officer
Francis X. Dudley 37 Vice President and Chief Creative Officer
Timothy A. Andrews 42 Vice President and Chief Technology Officer
Christopher Newell 48 Vice President and Chief Knowledge Officer
Diane M. Hall 36 Vice President and Chief People Officer
Sherwin A. Uretsky 41 Vice President, Worldwide Sales
Michael J. Tubridy 43 Vice President of Finance and Treasurer
Robbie O. Vann-Adibe 37 Vice President and Co-General Manager, London
Edward J. Mello 41 Vice President and General Manager, Dallas
Chirag V. Patel 30 Vice President and General Manager, Boston
Lance L. Trebesch 33 Vice President and General Manager, Los Angeles
Paul R. Michaud 34 Vice President and General Manager, New York
Xavier Zang 34 Vice President and General Manager, San Francisco
Michael A. Keany 39 Vice President and Co-General Manager, London
William H. Davidow(1),(2) 64 Chairman of the Board of Directors
Kevin W. English 46 Director
Venetia Kontogouris(1),(2) 47 Director
</TABLE>

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

(1) Member of the audit committee

(2) Member of the compensation committee

ROBERT L. GETT has served as President and Chief Executive Officer and
director of Viant since November 1996. From August 1990 to October 1996, Mr.
Gett was the President-North America and was on the board of directors for
Cambridge Technology Partners (Massachusetts), Inc., a technology consulting and
systems integration firm. From April 1988 to July 1990, Mr. Gett was President
of Fidelity Software Development Company, a subsidiary of Fidelity Investments,
a financial services company. From January 1982 to March 1988, Mr. Gett served
as Managing Director and Chief Information Officer of Smith Barney, Inc., a
financial services company. Mr. Gett currently serves on the board of directors
of Optika, Inc., an imaging and document management software company. Mr. Gett
holds a BS in Mathematics from Indiana University of Pennsylvania and an MS in
Technology Management from American University.

M. DWAYNE NESMITH has served as Vice President and Chief Financial Officer
of Viant since March 1999. From December 1996 to March 1999, Mr. Nesmith served
as Viant's Vice President of Operations and Planning, and from May 1996 to June
1998, Mr. Nesmith served as Viant's Vice President of Product Marketing. From
January 1992 to April 1996, Mr. Nesmith was a product manager for Compuware
Corporation, a technology consulting and software development company. From
August 1989 to December 1991, Mr. Nesmith was a product marketing manager for
Oracle Corporation, a database and technology company. From July 1984 to May
1987, Mr. Nesmith was a consultant for Arthur Andersen, an audit, tax and
consulting firm. Mr. Nesmith holds a BS in Computer Science from the University
of Mississippi and an MBA from the Harvard Business School.

35
<PAGE>
RICHARD J. CHAVEZ has served as Vice President and Chief Strategy Officer of
Viant since February 1997. From January 1995 to January 1997, Mr. Chavez was a
Principal for CSC Index, a management consulting firm. From August 1994 to
December 1994, Mr. Chavez was a Senior Client Partner and Manager for Cambridge
Technology Partners (Massachusetts), Inc., a technology consulting and systems
integration firm. From January 1989 to June 1994, Mr. Chavez was the Chief
Operating Officer and President of Marble Associates, Inc., a technology
consulting and systems integration firm. Mr. Chavez holds an AB degree in
Political Science from Harvard College.

FRANCIS X. DUDLEY has served as Vice President and Chief Creative Officer of
Viant since April 1998. The Chief Creative Officer is responsible for overseeing
the hiring of design personnel and supervising the design process in all client
engagements. From April 1994 to March 1998, Mr. Dudley has also served as
President of FX Dudley Communications, Inc., a creative consulting and media
production company. From November 1995 to December 1996, Mr. Dudley served as
Executive Director of Creative Affairs and New Media Development for MTI/The
Image Group, a television production company. From May 1992 to November 1993,
Mr. Dudley was an International Marketing Manager for Gannett/USA Today
International, a media company. Mr. Dudley holds a BA in English/Philosophy from
St. Joseph's University.

TIMOTHY A. ANDREWS has served as Chief Technical Officer of Viant since
August 1998. The Chief Technical Officer is responsible for overseeing all
aspects of engineering, software development and technical implementation
activities. From July 1996 to July 1998, Mr. Andrews was a partner at Diamond
Technology Partners, Inc., a strategic management consulting firm. From July
1994 to July 1996, Mr. Andrews was the Vice President of Technology for the
consulting and systems integration unit of Computer Sciences Corporation, a
consulting and systems integration firm. From January 1986 to February 1994, Mr.
Andrews was the Chief Technical Officer of ONTOS, Inc., a software company. Mr.
Andrews holds an AB in Engineering Science from Dartmouth College and an MS in
Computer Science and Electrical Engineering from Worcester Polytechnic
University.

CHRISTOPHER NEWELL has served as Vice President and Chief Knowledge Officer
of Viant since April 1999. The Chief Knowledge Officer is responsible for
overseeing the systems and processes that capture and distribute the experience
gained in client engagements. From January 1994 to March 1999, Mr. Newell
founded and served as Executive Director for, the Lotus Institute, the research
and executive education division of Lotus Development Corporation, a software
company. From October 1988 to January 1994, Mr. Newell served as Director of
Organizational Development and Training for Lotus Development Corporation. Since
October 1998, Mr. Newell has served as the Co-Director of the IBM Institute for
Knowledge Management. Mr. Newell holds a BA in Psychology from Wheeling Jesuit
College, an MS in Counseling Education from Suffolk University, and a PhD in
Psychology from Massachusetts School of Professional Psychology.

DIANE M. HALL has served as Vice President and Chief People Officer of Viant
since April 1999. From January 1998 to April 1999, she served as Viant's Vice
President and Chief People and Knowledge Officer, and from March 1997 to January
1998, she served as Viant's Vice President and Chief Knowledge Officer. From
March 1996 to March 1997, Ms. Hall was an independent business and technology
consultant. From August 1993 to March 1996, Ms. Hall was a Senior Director at
Cambridge Technology Partners (Massachusetts), Inc. Ms. Hall holds a BS in
Computer Science from the University of Massachusetts -- Lowell.

SHERWIN A. URETSKY has served as Vice President, Worldwide Sales of Viant
since August 1997. From February 1992 to August 1997, Mr. Uretsky was a Senior
Vice President for Technology Solutions Company, a systems consulting firm. Mr.
Uretsky holds a BS degree in Computer Science from the State University of New
York and an MBA from New York University.

MICHAEL J. TUBRIDY, CPA has served as Vice President of Finance and
Treasurer since March 1999. From December 1997 to March 1999, Mr. Tubridy served
as Viant's Chief Financial

36
<PAGE>
Officer and Vice President of Finance and Administration. Prior to that, he
served as a consultant to Physiometrix, Inc., a medical device company, from
September to December 1997, and as Physiometrix's Chief Financial Officer and
Vice President of Finance and Administration from November 1994 to September
1997. Mr. Tubridy served as Chief Financial Officer and Vice President of
Finance and Administration for Open Data Corp., a software company, from June
1993 to November 1994. Mr. Tubridy holds a BS in Engineering from the University
of Rhode Island and an MS in Accounting from Northeastern University.

ROBBIE O. VANN-ADIBE has served as Vice President and General Manager, San
Francisco of Viant since January 1997. From April 1996 to January 1997, Mr.
Vann-Adibe served as the Senior Vice President of Financial Services of Viant.
From June 1995 to March 1996, Mr. Vann-Adibe served as Vice President of Product
Marketing at Illustra Information Technologies, a software product company. From
September 1992 to June 1995, Mr. Vann-Adibe worked at Oracle Corporation where
he last served as a Director of Oracle Industries. Mr. Vann-Adibe holds a BSc in
Mathematical Economics and Econometrics from The London School of Economics and
an MSc in Management Science and Operational Research from The University of
Warwick.

EDWARD J. MELLO has served as Vice President and General Manager, Dallas of
Viant since January 1998. From August 1988 to November 1997, Mr. Mello was a
Vice President and Managing Partner of the consulting and systems integration
division of Computer Sciences Corporation, a management and information systems
consulting firm. Mr. Mello began his career at Electronic Data Systems after
serving as an officer in the United States Corps of Engineers. Mr. Mello holds a
BA in Classics from the University of Notre Dame.

CHIRAG V. PATEL has served as Vice President and General Manager, Boston of
Viant since March 1998. From October 1996 to March 1998, Mr. Patel was a
consultant for Viant. From January 1995 to October 1996, Mr. Patel was a
Principal at Oracle Corporation, a database and technology company. From January
1992 to January 1995, Mr. Patel was an Assistant Vice President at Merrill Lynch
& Co., Inc., a financial services firm. Mr. Patel holds a BS in Computer Science
from Fairleigh Dickinson University.

LANCE L. TREBESCH has served as Vice President and General Manager, Los
Angeles of Viant since September 1998. From November 1997 to September 1998, Mr.
Trebesch was an employee of Viant. From March 1996 to June 1997, Mr. Trebesch
was the Head of Strategic Alliances for Dimension X, Inc., a software company.
From June 1989 to February 1996, Mr. Trebesch was the Director of Information
Technology for APL Limited, a shipping company. Mr. Trebesch holds a joint BA in
History and Economics from the University of Washington.

PAUL R. MICHAUD has served as Vice President and General Manager, New York
of Viant since March 1999. From July 1996 to March 1999, Mr. Michaud was an
employee of Viant. From October 1994 to July 1996, Mr. Michaud was the Director
of Consulting for Seer Technologies, Inc., a software consulting firm, and from
June 1990 through October 1994, Mr. Michaud was a Senior Consultant at Seer
Technologies, Inc. Mr. Michaud is the brother-in-law of Michael A. Keany. Mr.
Michaud holds a BS in Computer Science from the Massachusetts Institute of
Technology.

XAVIER ZANG has served as Vice President and General Manager, San Francisco
of Viant since April 1999. From September 1996 to April 1999, Mr. Zang was an
employee of Viant. From September 1993 through July 1996, Mr. Zang was an
Associate with the general management consulting firm McKinsey & Company in San
Francisco. Mr. Zang holds an MBA from the University of California at Berkeley's
Walter A. Haas School of Business and a BA in Economics and German Literature
from the University of Notre Dame.

MICHAEL A. KEANY has served as a Vice-President and Co-General Manager,
London of Viant since April 1999. From July 1996 to March 1999, Mr. Keany was an
employee of Viant. From

37
<PAGE>
December 1994 to July 1996, Mr. Keany was an associate with the management
consulting firm of Booz, Allen & Hamilton. From December 1990 to December 1994,
Mr. Keany held a variety of roles at Seer Technologies, a software consulting
firm, including Senior Consultant, and General and Consulting Manager. Mr. Keany
is the brother-in-law of Paul R. Michaud, Vice President and General Manager,
New York. Mr. Keany holds a BSc. Hons. in Environmental Studies from the
University of Sunderland.

WILLIAM H. DAVIDOW has served as the Chairman of Viant's board of directors
since July 1997. From May 1985 to the present, he has served as a General
Partner of Mohr, Davidow Ventures, a venture capital firm. Mr. Davidow is
currently serving on the board of directors of Rambus, Inc., Power Integrations,
Inc., and The Vantive Corporation. Mr. Davidow holds a BS and MS in electrical
engineering from Dartmouth College and a PhD in electrical engineering from
Stanford University.

KEVIN W. ENGLISH has served on Viant's board of directors since April 1999.
Since October 1998, Mr. English has served as Chief Executive Officer and
President of TheStreet.com and was appointed chairman of the board in December
1998. Before joining TheStreet.com, Mr. English served as Vice President and
General Manager of the Nexis Enterprise Group, a division of Lexis-Nexis, from
February 1998 to October 1998. From September 1997 to February 1998, Mr. English
directed an advertiser remediation and recompense program for the Reed Travel
Group, a wholly-owned subsidiary of ReedElsevier, and reported to the chairman
of ReedElsevier, the parent company of Lexis-Nexis. Mr. English served as Vice
President of Sales and Marketing of Lexis-Nexis from May 1995 to September 1997
and as a Senior Director from 1994 to May 1995. Mr. English holds a BA in
history from Stonehill College.

VENETIA KONTOGOURIS has served on Viant's board of directors since June
1996. Since July 1997, Ms. Kontogouris has served as the President of Enterprise
Associates, LLC, the venture capital unit of IMS Health, an information
solutions provider to the pharmaceutical and healthcare industries. From July
1997 to present, Ms. Kontogouris has also served as a Senior Vice President of
Cognizant Corporation, a venture capital interest. From 1992 to July 1997, Ms.
Kontogouris was a Senior Vice President with The Dun & Bradstreet Corporation, a
business services company. Ms. Kontogouris serves on the board of directors of
Cognizant Technology Solutions Corporation, an information technology consulting
company and several private companies. Ms. Kontogouris holds a BA from
Northeastern University and an MBA from the University of Chicago.

BOARD COMPOSITION

Viant currently has authorized five directors. In accordance with the terms
of Viant's amended and restated certificate of incorporation, the terms of
office of the members of the board of directors are divided into three classes:
Class I, whose term will expire at the annual meeting of stockholders to be held
in 2000, Class II, whose term will expire at the annual meeting of stockholders
to be held in 2001, and Class III, whose term will expire at the annual meeting
of stockholders to be held in 2002. The Class I director is Venetia Kontogouris,
the Class II directors are William H. Davidow and Kevin W. English, and the
Class III director is Robert L. Gett. At each annual meeting of stockholders
after the initial classification, the successors to directors whose term will
then expire will be elected to serve from the time of election and qualification
until the third annual meeting following election. In addition, Viant's amended
and restated bylaws provide that the authorized number of directors may be
changed only by resolution of the board of directors. Any additional
directorships resulting from an increase in the number of directors may be
changed only by resolution of the board of directors. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of one-third of the total number of directors. This classification
of the board of directors may have the effect of delaying or preventing changes
in control or management of Viant.

38
<PAGE>
Each officer is elected by, and serves at the discretion of, the board of
directors. Each of Viant's officers and directors, other than non-employee
directors, devotes full time to the affairs of Viant. Viant's non-employee
directors devote such time to the affairs of Viant as is necessary to discharge
their duties. Except for the relationship between Messrs. Keany and Michaud,
there are no family relationships among any of the directors, officers or key
employees of Viant.

BOARD COMMITTEES

The audit committee reviews Viant's audited financial statements and
accounting practices, and considers and recommends the employment of, and
approves the fee arrangements with, independent accountants for both audit
functions and for advisory and other consulting services. The current members of
the audit committee are William H. Davidow and Venetia Kontogouris.

The compensation committee reviews and approves the compensation and
benefits for our key executive officers, administers our employee benefit plans
and makes recommendations to the board of directors regarding grants of stock
options and any other incentive compensation arrangements. The current members
of the compensation committee are William H. Davidow and Venetia Kontogouris.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION INTERLOCKS

None of the members of the compensation committee of the board of directors
has at any time since the formation of Viant been an officer or employee of
Viant. No executive officer of Viant serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving on Viant's board of directors or compensation committee.

DIRECTOR COMPENSATION

The directors do not receive any compensation for their service as
directors, other than reimbursement of all reasonable out-of-pocket expenses for
attendance at board meetings.

CHANGE OF CONTROL ARRANGEMENTS

Shares subject to options granted under Viant's 1996 and 1999 Stock Option
Plans will generally vest over four years, with 25% of the shares vesting after
one year and the remaining shares vesting in installments based on full calendar
quarters over the next 36 months. Viant has granted an option to Robert L. Gett
that provides for accelerated vesting of option shares upon a "change of
control", which, in general terms, would occur upon the closing of either (i) an
acquisition in which the Company is not the continuing or surviving entity after
the acquisition or (ii) a transaction or series of transactions or issuance or
series of issuances in which ownership of more than 50% of the voting shares are
transferred, except for the issuance of shares in the Company's initial public
offering.

39
<PAGE>
EXECUTIVE COMPENSATION

The following summary compensation table sets forth the compensation paid to
Viant's named executive officers, who are our Chief Executive Officer and each
of our four other most highly compensated executive officers, during the fiscal
year ended January 1, 1999:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ---------------
SECURITIES
-------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS COMPENSATION
- ---------------------------------------------------------- --------- --------- --------------- --------------
<S> <C> <C> <C> <C>
Robert L. Gett, President and Chief Executive Officer, and
Director................................................ $ 123,077 $ 100,000 --
Edward J. Mello, Vice President and General Manager,
Dallas.................................................. 195,408 55,576 95,000
Richard J. Chavez, Vice President and Chief Strategy
Officer................................................. 210,073 51,282 -- $ 35,000(1)
Sherwin A. Uretsky, Vice President, Worldwide Sales....... 158,538 49,683 10,000
Robbie O. Vann-Adibe, Vice President and General Manager,
San Francisco(2)........................................ 164,260 43,344 --
</TABLE>

(1) Represents a relocation bonus paid in March 1998.

(2) Currently co-manager of the London office.

On November 4, 1996, Viant and Robert L. Gett entered into a Key Employee
Agreement. Under the terms of Viant's Key Employee Agreement, Mr. Gett's
employment with Viant shall last until the earlier of (i) Mr. Gett's death, (ii)
disability lasting 270 days, (iii) 30 days after written notice from Mr. Gett
terminating the Agreement or (iv) 30 days after written notice by Viant, with or
without cause, terminating the Agreement. Mr. Gett's base salary as of the date
of the Agreement is $10,416.64 per month. At the end of fiscal year 1994, Mr.
Gett was eligible to receive a performance bonus determined by the board of
directors, targeted between $100,000 and $200,000. Mr. Gett is eligible to
receive deferred bonus, pension, group medical insurance, profit sharing and
other benefits in place from time to time. If Mr. Gett's employment is
terminated by Viant without cause, Viant has agreed to continue to pay Mr.
Gett's salary for a period of one year from the date of such termination. Mr.
Gett will also continue to receive the same employee benefits which he had as an
employee until the earlier of: (1) one year from the date of such termination,
and (2) the date on which Mr. Gett is re-employed.

40
<PAGE>
The following table sets forth information with respect to stock options
granted during the fiscal year ended January 1, 1999 to each of the named
executive officers:

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION
NUMBER OF GRANTED EXERCISE OR OPTION TERM(2)
OPTIONS TO EMPLOYEES PRICE EXPIRATION --------------------
NAME GRANTED (1) IN FISCAL YEAR PER SHARE DATE 5% 10%
- ------------------------------- ------------- --------------------- ------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Gett, President and -- -- -- -- -- --
Chief Executive Officer, and
Director.....................
Edward J. Mello, Vice President 95,000 7.36% $ 1.50 2/12/08 $ 89,617 $ 227,108
and General Manager, Dallas..
Richard J. Chavez, Vice -- -- -- -- -- --
President and Chief Strategy
Officer......................
Sherwin A. Uretsky, Vice 10,000 0.77% 1.50 2/12/08 9,433 23,906
President, Worldwide Sales...
Robbie O. Vann-Adibe, Vice -- -- -- -- -- --
President and General
Manager, San Francisco(3)....
</TABLE>

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

(1) All options were granted under Viant's 1996 Stock Option Plan. Options
granted under the Plan vest over a four-year period with 25% vesting at the
first anniversary date of the vest date and the remaining shares vesting in
installments based on full calendar quarters over the next 36 months. The
board retains discretion to modify the terms, including the price of
outstanding options.

(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The assumed
5% and 10% annual rates of stock price appreciation from the date of grant
to the end of the option term are provided in accordance with rules of the
SEC and do not represent our estimate or projection of the future common
stock price. Actual gains, if any, on stock option exercises are dependent
on the future performance of the common stock, overall market conditions and
the option holders' continued employment through the vesting period. This
table does not take into account any actual appreciation in the price of the
common stock from the date of grant to the present.

(3) Currently co-manager of the London office.

41
<PAGE>
The following table sets forth certain information regarding exercised stock
options during the fiscal year ended January 1, 1999 and unexercised options
held as of January 1, 1999 by each of the named executive officers:

FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
YEAR-END(1) YEAR-END(3)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------- ------------ --------------- ------------- --------------
<S> <C> <C> <C> <C>
Robert L. Gett, President and Chief Executive Officer,
and Director(2)....................................... 740,000 0 $ 2,960,000 $ 0
Edward J. Mello, Vice President and General Manager,
Dallas................................................ 0 95,000 0 261,250
Richard J. Chavez, Vice President and Chief Strategy
Officer............................................... 70,000 90,000 280,000 360,000
Sherwin A. Uretsky, Vice President, Worldwide Sales..... 31,625 71,875 101,031 228,594
Robbie O. Vann-Adibe, Vice President and General
Manager, San Francisco(4)............................. 390,625 234,375 1,640,625 984,375
</TABLE>

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

(1) All options were granted under Viant's 1996 Stock Option Plan. Unless stated
otherwise, options granted under the Plan vest over a four-year period with
25% vesting at the first anniversary date of the vest date and the remaining
shares vesting in installments based on full calendar quarters over the next
36 months. The board of directors retains discretion to modify the terms,
including the price of outstanding options.

(2) These options are immediately exercisable in full at the date of grant, but
shares purchased on exercise of unvested options are subject to a repurchase
right in favor of Viant that entitles us to repurchase unvested shares at
their original exercise price on termination of the employee's services with
Viant. The repurchase right lapses as to 25% of the shares subject to the
option on November 4, 1996, 25% on November 4, 1997 and the balance, ratably
by calendar quarter, over the next three years. As of January 1, 1999,
options to purchase 506,667 shares of common stock, with an average original
issue price of $0.25 per share, were subject to repurchase.

(3) Calculated on the basis of the fair market value of the underlying
securities as of January 1, 1999 of $4.25 per share, minus the per share
exercise price, multiplied by the number of shares underlying the option.

(4) Currently co-manager of the London office.

EMPLOYEE BENEFIT PLANS

1996 STOCK OPTION PLAN

In June 1996 the board of directors adopted, and in July 1996 Viant's
stockholders approved, the 1996 Stock Option Plan. At that time, 2,771,876
shares of common stock were reserved for issuance under the 1996 Plan, which
number was increased to 4,291,876 in November 1996, and to 5,991,876 in November
1997. As of May 19, 1999, options to purchase 1,755,869 shares of common stock
had been exercised and options to purchase 3,290,486 shares of common stock were
outstanding under the 1996 Plan with an average exercise price of $1.13, and
945,521 shares were available for future grants. No further options will be
granted under the 1996 Plan after the effective date of the offering. Options
granted under the 1996 Plan prior to its termination will remain outstanding
according to their terms. In general, options vest over a four-year period.
Options under the 1996 Plan are subject to terms substantially similar to those
described below with respect to options to be granted under the 1999 Stock
Option Plan.

1999 STOCK OPTION PLAN

Viant's 1999 Stock Option Plan provides for the granting to employees of
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, and for the granting to employees, directors
and consultants of nonstatutory stock options. The 1999 Plan was approved by the
board of directors in January 1999 and by the stockholders in

42
<PAGE>

April 1999. Unless terminated sooner, the 1999 Plan will terminate automatically
in 2009. A total of 4,868,929 shares of common stock is currently reserved for
issuance pursuant to the 1999 Plan, plus annual increases equal to the lesser
of: 4% of the outstanding shares on such date, or an amount determined by the
board of directors. As of May 19, 1999, options to purchase 2,147,316 shares of
common stock were outstanding under the 1999 Plan, with an average exercise
price of $6.81, and 2,709,863 shares were available for future grants.

The board of directors or a committee of the board of directors may serve as
administrator of the 1999 Plan. In the case of options intended to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the 1999 Plan must be administered by at least two or more "outside
directors" within the meaning of Section 162(m) of the Code. The administrator
has the power to determine the terms of the options granted, including the
exercise price, the number of shares subject to each option, the exercisability
thereof, and the form of consideration payable upon such exercise. The board of
directors has the authority to amend, suspend or terminate the 1999 Plan,
provided that no such action may affect any share of common stock previously
issued and sold or any option previously granted under the 1999 Plan.

Options granted under the 1999 Plan are not generally transferable by the
optionee, and each option is exercisable during the lifetime of the optionee
only by such optionee. Options granted under the 1999 Plan must generally be
exercised within three months of the optionee's separation of service from
Viant, or within twelve months after such optionee's termination by death or
disability, but in no event later than the expiration of the option's ten year
term. The exercise price of all incentive stock options granted under the 1999
Plan must be at least equal to the fair market value of the common stock on the
date of grant. The exercise price of nonstatutory stock options granted under
the 1999 Plan must be at least 85% of the fair market value, but with respect to
nonstatutory stock options intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the exercise
price must at least be equal to the fair market value of the common stock on the
date of grant. With respect to any participant who owns stock possessing more
than 10% of the voting power of all classes of Viant's outstanding capital
stock, the exercise price of any incentive stock option granted must equal at
least 110% of the fair market value on the grant date and the term of such
incentive stock option must not exceed five years. The term of all other options
granted under the 1999 Plan may not exceed ten years.

The 1999 Plan provides that in the event of a merger of Viant with or into
another corporation or a sale of substantially all of Viant's assets, each
option shall be assumed or an equivalent option substituted by the successor
corporation. If the outstanding options are not assumed or substituted as
described in the preceding sentence, the administrator shall notify the optionee
that he or she will have the right to exercise the option as to all of the
optioned stock, including shares as to which he or she would not otherwise be
exercisable, for a period of 15 days from the date of such notice. The option
will terminate upon expiration of such period.

1999 EMPLOYEE STOCK PURCHASE PLAN

A total of 200,000 shares of common stock have been reserved for issuance
under Viant's 1999 Employee Stock Purchase Plan, plus annual increases equal to
the lesser of: (1) 200,000 shares, (2) 2% of the outstanding shares on such
date, or (3) an amount determined by the board of directors. As of the date of
this prospectus, no shares have been issued under the 1999 Purchase Plan.

The 1999 Purchase Plan, which is intended to qualify under Section 423 of
the Code contains successive six-month offering periods. The offering periods
generally start on the first trading day on or after May 15 and November 15 of
each year, except for the first such offering period which

43
<PAGE>
will commence within a reasonable time after the effective date of this offering
and ends on the last trading day on or before May 14, 2000.

Employees are eligible to participate if they are customarily employed by
Viant or any participating subsidiary for at least twenty hours per week and
more than five months in any calendar year. However, any employee who: (1)
immediately after grant owns stock possessing 5% or more of the total combined
voting power or value of all classes of the capital stock of Viant, or (2) whose
rights to purchase stock under all employee stock purchase plans of Viant
accrues at a rate which exceeds $25,000 worth of stock for each calendar year
may be not be granted an option to purchase stock under the 1999 Purchase Plan.
The 1999 Purchase Plan permits participants to purchase common stock through
payroll deductions of up to 15% of the participant's compensation. Compensation
is defined as the participant's base straight time gross earnings, commissions,
incentive compensation and bonuses, but exclusive of payments for overtime,
profit sharing payments, shift premium payments and incentive payments. The
maximum number of shares a participant may purchase during a single offering
period is 1,250 shares.

Amounts deducted and accumulated by the participant are used to purchase
shares of common stock at the end of each offering period. The price of stock
purchased under the 1999 Purchase Plan is 85% of the lower of the fair market
value of the common stock at the beginning or end of the offering period.
Participants may end their participation at any time during an offering period,
and they will be paid their payroll deductions to date. Participation ends
automatically upon termination of employment with Viant.

Rights granted under the 1999 Purchase Plan are not transferable by a
participant other than by will, the laws of descent and distribution, or as
otherwise provided under the 1999 Purchase Plan. The 1999 Purchase Plan provides
that, in the event of a merger of Viant with or into another corporation or a
sale of substantially all of Viant's assets, each outstanding option may be
assumed or substituted for by the successor corporation. If the successor
corporation refuses to assume or substitute for the outstanding options, the
offering period then in progress will be shortened and a new exercise date will
be set. The 1999 Purchase Plan will terminate in 2009. The board of directors
has the authority to amend or terminate the 1999 Purchase Plan, except that no
such action may adversely affect any outstanding rights to purchase stock under
the 1999 Purchase Plan.

401(K) RETIREMENT/SAVINGS PLAN

Viant's 401(k) plan covers its full-time employees located in the United
States. The 401(k) plan is intended to qualify under Section 401(k) of the Code.
Consequently, contributions to the 401(k) plan by employees or by Viant, and the
investment earnings thereon, are not taxable to employees until withdrawn from
the 401(k) plan. Further, contributions by Viant, if any, will be deductible by
Viant when made. Employees may elect to contribute up to 15% of their current
compensation to the 401(k), plan up to the statutorily prescribed annual limit,
which was $10,000 in 1998. The 401(k) plan permits, but does not require,
additional matching contributions to the 401(k) plan by Viant on behalf of all
participants in the 401(k) plan. To date, Viant has not made any contributions
to the 401(k) plan.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Viant's amended and restated certificate of incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
liability for: (1) breach of their duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) unlawful payments of
dividends or unlawful stock repurchases or redemptions, or (4) any

44
<PAGE>
transaction from which the director derived an improper personal benefit. Such
limitation of liability does not apply to liabilities arising under the federal
or state securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

Viant's bylaws provide that Viant shall indemnify its directors, officers,
employees and other agents to the fullest extent permitted by law. Viant
believes that indemnification under its bylaws covers at least negligence and
gross negligence on the part of indemnified parties. Viant's bylaws also permit
it to secure insurance on behalf of any officer, director, employee or other
agent for any liability arising out of his or her actions in such capacity,
regardless of whether the bylaws permit such indemnification.

Viant intends to enter into agreements to indemnify its directors and
executive officers, in addition to the indemnification provided for in its
bylaws. These agreements, among other things, will indemnify Viant's directors
and executive officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of Viant arising
out of such person's services as a director, officer, employee, agent or
fiduciary of Viant, any subsidiary of Viant or any other company or enterprise
to which the person provides services at the request of Viant. Viant believes
that these provisions and agreements are necessary to attract and retain
qualified persons as directors and executive officers.

At present, there is no pending litigation or proceeding involving a
director or officer of Viant in which indemnification is required or permitted,
and Viant is not aware of any threatened litigation or proceeding that may
result in a claim for such indemnification.

45
<PAGE>
CERTAIN TRANSACTIONS

On May 16, 1996, Viant sold an aggregate of 5,746,874 shares of Series A
preferred stock at a price of $0.5333 per share. On June 19, 1996 Viant sold an
aggregate of 1,499,925 shares of Series B preferred stock at a price of $0.6667
per share. On June 4, 1997 and October 10, 1997, Viant sold an aggregate of
2,759,591 shares of Series C preferred stock at a price of $2.8995 per share.
Between the dates of November 4, 1998 and February 1, 1999 Viant sold an
aggregate of 3,168,704 shares of Series D preferred stock at a price of $6.39
per share. The following directors, executive officers, holders of more than 5%
of a class of voting securities and members of such person's immediate families
purchased shares of Series A, Series B, Series C and Series D Preferred Stock:

<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF SHARES OF
SHARES OF SERIES A SERIES B SERIES C SERIES D
COMMON PREFERRED PREFERRED PREFERRED PREFERRED
PURCHASER (1) STOCK STOCK STOCK STOCK STOCK
- ------------------------------------------- --------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Mohr, Davidow Ventures (2),(3)............. 3,562,500 907,869 283,328
Trident Capital Management (2),(4)......... 75,000 1,499,925 479,645 312,989
Robert L. Gett (2)......................... 1,380,000 172,443
M. Dwayne Nesmith.......................... 110,000 2,500
Sherwin A. Uretsky......................... 10,000
Michael J. Tubridy......................... 32,500
Robbie O. Vann-Adibe....................... 187,500
Edward J. Mello............................ 23,750
Chirag V. Patel............................ 5,000 7,000
Eric Greenberg............................. 876,883 10,000
Kleiner Perkins Caufield & Byers (2)....... 1,875,000 1,062,164 186,155
Technology Crossover Ventures (2).......... 375,000 938,968
CKS Group, Inc. (2)........................ 693,750
</TABLE>

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

(1) See notes to table of beneficial ownership in "Principal Stockholders" for
information relating to the beneficial ownership of such shares.

(2) A holder of more than 5% of a class of Viant's voting securities.

(3) Entity affiliated with William H. Davidow, Chairman of Viant's board of
directors. The shares listed are owned by Mohr, Davidow Ventures IV. Mr.
Davidow is a General Partner of Fourth MDV Partners, the General Partner of
Mohr, Davidow Ventures IV. Mr. Davidow disclaims beneficial ownership of the
shares listed except with respect to his proportionate partnership interest
in them.

(4) Entity affiliated with Venetia Kontogouris, a member of Viant's board of
directors. Ms. Kontogouris is President of Enterprise Associates, LLC, a
Limited Partner of Trident Capital Management. Ms. Kontogouris disclaims
beneficial ownership of the shares listed.

In March 1998, at the request of Viant, Richard J. Chavez, Vice President
and Chief Strategy Officer, relocated to the Boston office. In connection with
Mr. Chavez's agreement to relocate, he was granted the following: (1) a
relocation bonus of $35,000, (2) reimbursement of all reasonable expenses
associated with the relocation of his family to the Boston area, (3) a housing
loan in the principal amount of $50,000, and (4) an employee loan in the amount
of $40,000. Interest on both of the loans accrues annually at the Prime Rate (as
of the loan execution date). Interest payments only are due on the housing loan
for the first four years; upon commencement of the fifth year, repayment of
principal and interest on the loan will be made in accordance with a monthly
repayment schedule in which principal and interest will be repaid and amortized
over a two year

46
<PAGE>
period. The housing loan becomes immediately due and payable if Mr. Chavez: (1)
ceases to be employed by Viant for any reason, (2) fails to perform any of his
obligations under the loan agreement, or (3) files for bankruptcy or otherwise
becomes insolvent, or upon the occurrence of the sixth anniversary of the loan
agreement. The housing loan is secured by Mr. Chavez's option to purchase 30,000
shares of Viant common stock, or the stock itself if the option is exercised.
Viant will forgive 25% of Mr. Chavez's employee loan annually commencing on the
first anniversary of the loan and for the next three anniversaries thereafter.
The remaining principal balance of the employee loan will become immediately due
and payable if Mr. Chavez: (1) ceases to be employed by Viant for any reason,
(2) fails to perform any of his obligations under the loan agreement, or (3)
files for bankruptcy or otherwise becomes insolvent. The employee loan is
secured by Mr. Chavez's option to purchase 30,000 shares of Viant common stock,
or the stock itself if the option is exercised. This stock collateral is
separate from and in addition to the collateral for the housing loan.

Under the terms of Viant's Key Employee Agreement with Robert L. Gett, if
Mr. Gett's employment is terminated by Viant without cause, Viant has agreed to
continue to pay Mr. Gett's salary for a period of one year from the date of such
termination. Mr. Gett will also continue to receive the same employee benefits
(deferred bonus eligibility, pension, group medical insurance, profit-sharing or
other employee benefits in place when Mr. Gett is terminated) which he had as an
employee until the earlier of: (1) one year from the date of such termination,
and (2) the date on which Mr. Gett is re-employed.

Upon the consummation of this offering, all outstanding shares of Series A
preferred stock, Series B preferred stock, Series C preferred stock and Series D
preferred stock will automatically convert into shares of common stock on a
one-for-one basis.

Viant intends to enter into indemnification agreements with each of its
directors and officers. Such indemnification agreements will require us to
indemnify such individuals to the fullest extent possible under Delaware law.

We believe that all transactions between Viant and its officers, directors,
principal stockholders and other affiliates have been and will be on terms no
less favorable to us than could be obtained from unaffiliated third parties.

In connection with Viant's sale of Series D preferred stock in November
1998, Viant entered into an Allocation Agreement, dated November 13, 1998, with
Technology Crossover Ventures and certain other purchasers of its Series D
preferred stock. The Allocation Agreement grants these Series D preferred stock
purchasers the right to subscribe for a number of shares in Viant's initial
public offering equal to $3,000,000 divided by the initial public offering
price, and subject to the managing underwriter's consent.

47
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock
as of May 19, 1999 (assuming conversion of all outstanding shares of preferred
stock into common stock upon the closing of this offering and as adjusted to
reflect the sale of the shares offered by this prospectus) by:

- each person who is known by us to beneficially own more than 5% of our
common stock;

- each of the Named Executive Officers and each of Viant's Directors; and

- all of our officers and directors as a group.

Percentage of ownership is based on 17,681,363 shares outstanding as of May
19, 1999, assuming conversion of the preferred stock, and 20,681,363 shares
outstanding after this offering assuming no exercise of the underwriters'
over-allotment options. Beneficial ownership is calculated based on SEC
requirements. The columns entitled "Options" consist of shares of common stock
subject to options currently exercisable or exercisable within 60 days after May
19, 1999, which are deemed to be outstanding for the purpose of computing the
percentage of ownership of the person holding such options, but are not deemed
to be outstanding for computing the percentage of ownership of any other person.
The percentage calculated for each beneficial owner is based upon the sum of the
"stock" and "options" column. Unless otherwise indicated below, each stockholder
named in the table has sole voting and investment power with respect to all
shares beneficially owned, subject to applicable community property laws.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- -------------------------------- -------------------- ----------- -------------------- -----------

<CAPTION>
FIVE PERCENT STOCKHOLDERS STOCK OPTIONS STOCK OPTIONS
--------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mohr, Davidow Ventures(1)....... 4,753,697 -- 26.9% 4,753,697 -- 23.0%
Kleiner Perkins Caufield &
Byers(2)...................... 3,123,319 -- 17.7% 3,123,319 -- 15.1%
Trident Capital Management(3)... 2,367,559 -- 13.4% 2,367,559 -- 11.4%
Robert L. Gett.................. 1,849,108 443,335 12.6% 1,849,108 443,335 10.9%
Technology Crossover
Ventures(4)................... 1,313,968 -- 7.4% 1,313,968 -- 6.4%

NAMED EXECUTIVE OFFICERS AND
DIRECTORS
William H. Davidow(5)........... 4,763,697 -- 26.9% 4,763,697 -- 23.0%
Venetia Kontogouris(6).......... -- 10,000 * -- 10,000 *
Kevin W. English................ -- 10,000 * -- 10,000 *
Robert L. Gett.................. 1,849,108 443,335 12.6% 1,849,108 443,335 10.9%
Richard J. Chavez............... -- 90,000 * -- 90,000 *
Sherwin A. Uretsky.............. 10,000 46,000 * 10,000 46,000 *
Robbie O. Vann-Adibe............ 187,500 468,750 3.6% 187,500 468,750 3.1%
Edward J. Mello................. 23,750 5,937 * 23,750 5,937 *
All directors and executive
officers as a group (19
persons)...................... 7,076,738 1,208,420 43.9% 7,076,738 1,208,420 37.8%
</TABLE>

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

* Less than 1% of Viant's outstanding common stock.

(1) Consists of 4,551,638 shares held of record by Mohr, Davidow Ventures IV,
L.P. and 202,059 shares held of records by MDV IV Entrepreneurs' Network
Fund, L.P., affiliated funds of Mohr, Davidow Ventures. William Davidow is a
General Partner of Mohr, Davidow Ventures. The address of Mohr, Davidow
Ventures is 2775 Sand Hill Road, Suite 240, Menlo Park, California 94025.

48
<PAGE>

(2) Consists of 2,288,628 shares held of record by Kleiner Perkins Caufield &
Byers VIII, 624,162 shares held of record by KPCB Java Fund and 123,650
shares held of record by KPCB VIII Founders Fund, affiliated funds of KPCB
VIII Associates, L.P., and 78,081 shares held of record by KPCB Information
Sciences Zaibatsu Fund II and 8,798 shares held of record by KPCB VII
Founders Fund, affiliated funds of KPCB VII Associates, L.P. Vinod Khosla is
a General Partner of each of KPCB VIII Associates, L.P. and KPCB VII
Associates, L.P. Mr. Khosla discaims beneficial ownership of the shares held
by these funds. The address for Kleiner Perkins Caufield & Byers is 2750
Sand Hill Road, Menlo Park, California 94025.

(3) Consists of 2,303,279 shares held of record by Information Associates, L.P.
and 64,280 shares held of record by Information Associates, C.V. Trident
Capital Management is a general partner of the Information Associates funds.
Stephen Hall is a Managing Director of Trident Capital Management. Mr. Hall
disclaims beneficial ownership of the shares held by these funds. The
address for Trident Capital Management is 2480 Sand Hill Road, Suite 100,
Menlo Park, California 94025.

(4) Consists of 628,567 shares held of record by Technology Crossover Ventures
II, L.P., 483,252 shares held of record by TCV II (Q), L.P., 95,968 shares
held of record by Technology Crossover Ventures II, C.V., 85,761 shares held
of record by TCV II Strategic Partners, L.P. and 20,420 shares held of
record by TCV II, V.O.F., collectively the "Technology Crossover Ventures
Funds". Mr. Jay C. Hoag and Mr. Richard Kimball are the sole Managing
Members of Technology Crossover Management II, L.L.C., the General Partner
of each of the Technology Crossover Ventures Funds. Messrs. Hoag and Kimball
may each be deemed to beneficially own all of the shares held by the
Technology Crossover Ventures Funds. TCM II and Messrs. Hoag and Kimball
each disclaim beneficial ownership of such shares except to the extent of
their respective pecuniary interest therein. The address for Technology
Crossover Ventures is 575 High Street, Suite 400, Palo Alto, California
94301.

(5) Consists of 10,000 shares held by Mr. Davidow and 4,753,697 shares held by
Mohr, Davidow Ventures and its affiliated funds, 2775 Sand Hill Road, Suite
240, Menlo Park, California 94025. Mr. Davidow is a partner of Mohr Davidow
Ventures and disclaims beneficial ownership of the 4,753,697 shares held by
Mohr, Davidow Ventures except to the extent of his proportionate partnership
interest therein.

(6) Venetia Kontogouris is President of Enterprise Associates, LLC a limited
partner of Trident Capital Management. Ms. Kontogouris possesses no
investment or voting power over the 2,367,559 shares held by the affiliated
funds of Trident Capital Management. The address for Ms. Kontogouris is c/o
Enterprise Associates, LLC, 200 Nyala Farms, Westport, Connecticut 06880.

49
<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

Viant's amended and restated certificate of incorporation, the filing of
which will occur at the closing of this offering, authorizes the issuance of up
to 50.0 million shares of common stock, par value $0.001 per share, and 5.0
million shares of preferred stock, par value $0.001 per share, the rights and
preferences of which may be established from time to time by Viant's board of
directors. As of May 19, 1999, giving effect to the conversion of all preferred
stock into common stock, 17,681,363 shares of common stock were outstanding. As
of May 19, 1999, Viant had 100 stockholders.

COMMON STOCK

Each holder of common stock is entitled to one vote for each share on all
matters to be voted upon by the stockholders and there are no cumulative voting
rights. Subject to preferences to which holders of preferred stock issued after
the sale of the common stock offered hereby may be entitled, holders of common
stock are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the board of directors out of funds legally available
therefor. Please see "Dividend Policy." In the event of a liquidation,
dissolution or winding up of Viant, holders of common stock would be entitled to
share in Viant's assets remaining after the payment of liabilities and the
satisfaction of any liquidation preference granted to the holders of any
outstanding shares of preferred stock. Holders of common stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are, and the shares of common stock offered
by Viant in this offering, when issued and paid for, will be, fully paid and
nonassessable. The rights, preferences and privileges of the holders of common
stock are subject to, and may be adversely affected by the rights of the holders
of shares of any series of preferred stock, which Viant may designate in the
future.

PREFERRED STOCK

Upon the closing of this offering, the board of directors will be
authorized, subject to any limitations prescribed by law, without stockholder
approval, from time to time to issue up to an aggregate of 5 million shares of
preferred stock, $0.001 par value per share, in one or more series, each of such
series to have such rights and preferences, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall be determined by the board of directors. The rights of the holders of
common stock will be subject to, and may be adversely affected by, the rights of
holders of any preferred stock that may be issued in the future. Issuance of
preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, a majority of the outstanding voting
stock of Viant. Viant has no present plans to issue any shares of preferred
stock.

WARRANTS

As of May 19, 1999, giving effect to the conversion of all preferred stock
into common stock, Viant had outstanding a warrant to purchase 35,986 shares of
common stock at an exercise price of $3.625 per share. The warrant has a net
exercise provision under which the holder may, in lieu of payment of the
exercise price in cash, surrender the warrant and receive a net amount of
shares, based on the fair market value of Viant's stock at the time of the
exercise of the warrant, after deducting the aggregate exercise price. The
warrant will expire five years from the effective date of this offering.

50
<PAGE>
REGISTRATION RIGHTS

Pursuant to the Amended and Restated Shareholders' Rights Agreement, dated
November 13, 1998, the holders of approximately 15,738,730 shares of common
stock have the right to register those shares under the Securities Act of 1933.
If Viant registers any of its common stock for its own account or for the
account of other security holders, the parties to the Rights Agreement are
entitled to include their shares of common stock in the registration, subject to
the ability of the underwriters to limit the number of shares included in the
offering. In addition, subject to limitations in the Rights Agreement, some of
the holders, whose shares total 14,510,347, may require, on one occasion at
least six months after this offering, that Viant use its best efforts to
register such shares for public resale, provided that the holders of at least
30% of those shares make the request. Furthermore, these holders of the
14,510,347 shares may require Viant to register all or a portion of their
registrable securities on Form S-3 when Viant is eligible to use such form,
provided, among other limitations, that the proposed aggregate price to the
public is at least $1,000,000. Viant will bear all fees, costs and expenses of
such registration, other than underwriting discounts and commissions. Upon the
effectiveness of any registration statement filed to register our common stock,
such shares would become freely tradable, without any restrictions imposed by
the Securities Act.

EFFECT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS AND THE DELAWARE
ANTI-TAKEOVER STATUTE

Viant's amended and restated certificate of incorporation, its bylaws and
the Delaware General Corporation Law may have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
attempting to acquire, control of Viant.

Viant's amended and restated certificate of incorporation provides that,
upon the closing of this offering, the board of directors will be divided into
three classes of directors with each class serving a staggered three-year term.
The classification system of electing directors may tend to discourage a third
party from making a tender offer or otherwise attempting to obtain control of
Viant and may maintain the incumbency of the board of directors, as the
classification of the board of directors generally increases the difficulty of
replacing a majority of the directors.

Viant's amended and restated certificate of incorporation also eliminates
the right of stockholders to act by written consent without a meeting, and
Viant's bylaws eliminate the right of stockholders to call special meetings of
stockholders. The amended and restated certificate of incorporation and bylaws
do not provide for cumulative voting in the election of directors. Viant's
amended and restated certificate of incorporation also authorizes undesignated
preferred stock. The authorization of undesignated preferred stock makes it
possible for the board of directors to issue preferred stock with voting or
other rights or preferences that could impede the success of any attempt to
change control of Viant. Any amendment of the provisions of the certificate of
incorporation regarding the ability of stockholders to act by written consent,
amend the bylaws, provide for cumulative voting or affect the location of a
meeting would require approval by holders of at least 66 2/3% of the outstanding
common stock.

In addition, Viant is subject to Section 203 of the Delaware General
Corporation Law which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder, unless: (1) prior to such date, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (2) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned by persons who are directors and also officers
and by employee stock plans in which

51
<PAGE>
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer,
or (3) on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for our common stock is BankBoston, N.A.
The Transfer Agent's address is 150 Royall Street, Canton, MA and its telephone
number is (781) 575-2000.

52
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our
common stock. Future sales of substantial amounts of common stock in the public
market could adversely affect the market price of our common stock.

Upon completion of this offering, we will have outstanding an aggregate of
20,681,363 shares of common stock, assuming the issuance of 3,000,000 shares of
common stock offered hereby and no exercise of options after May 19, 1999. Of
these shares, the 3,000,000 shares sold in this offering will be freely tradable
without restriction or further registration under the Securities Act, except for
any shares purchased by "Affiliates" of Viant as that term is defined in Rule
144 under the Securities Act (whose sales would be subject to certain
limitations and restrictions described below).

The remaining 17,681,363 shares of common stock held by existing
stockholders were issued and sold by us in reliance on exemptions from the
registration requirements of the Securities Act. Of these shares, 16,449,342
shares will be subject to "lock-up" agreements described below on the effective
date of this offering. Upon expiration of the lock-up agreements 180 days after
the effective date of this offering, 16,072,852 shares will become eligible for
sale pursuant to Rule 144(k), and the remaining shares will become eligible for
sale subject in most cases to the limitations of Rule 144. In addition, holders
of stock options could exercise such options and sell certain of the shares
issued upon exercise as described below.

<TABLE>
<CAPTION>
DAYS AFTER DATE OF SHARES ELIGIBLE
THIS PROSPECTUS FOR SALE COMMENT
- --------------------------- --------------- ---------------------------------------------------------------------
<S> <C> <C>

Upon Effectiveness......... 3,000,000 Shares sold in the offering

Upon Effectiveness......... 36,891 Freely tradable shares salable under Rule 144(k) that are not subject
to the Lock-up

90 days.................... 1,155,211 Shares saleable under Rules 144 and 701

180 days................... 16,072,852 Lock-up released; shares salable under Rules 144 and 701

Thereafter................. 416,409 Restricted securities held for one year or less
</TABLE>

As of May 19, 1999 there were a total of 5,437,802 shares of common stock
subject to outstanding options under our 1996 Stock Option Plan and 1999 Stock
Option Plan, approximately 1,451,854 of which were vested and exercisable.
However, all of these shares are subject to lock-up agreements. All options held
by officers and directors of Viant are subject to 180 day lock-up agreements
described below. Immediately after the completion of this offering, we intend to
file registration statements on Form S-8 under the Securities Act to register
all of the shares of common stock issued or reserved for future issuance under
the 1996 Stock Option Plan, 1999 Stock Option Plan and 1999 Employee Stock
Purchase Plan. Based on the options outstanding as of May 19, 1999, within 180
days after the effective date of this offering, a total of approximately
1,943,310 shares of common stock subject to outstanding options will be vested
and exercisable. After the effective dates of the registration statements on
Form S-8, shares purchased upon exercise of options granted pursuant to the 1996
Stock Option Plan, 1999 Stock Option Plan and 1999 Employee Stock Purchase Plan
generally would be available for resale in the public market.

All officers and directors and substantially all of our existing
stockholders agreed not to sell or otherwise dispose of any of their shares for
a period of 180 days after the date of this offering. Goldman, Sachs & Co.,
however, may in its sole discretion, at any time without notice, release all or
any portion of the shares subject to lock-up agreements.

53
<PAGE>
RULE 144

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned shares of our
common stock for at least one year would be entitled to sell in "broker's
transactions" or to market makers, within any three-month period, a number of
shares that does not exceed the greater of:

- 1% of the number of shares of common stock then outstanding (which will
equal approximately 206,814 shares immediately after this offering); or

- the average weekly trading volume in the common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to such sale.

Sales under Rule 144 are generally subject to the availability of current
public information about Viant.

RULE 144(K)

Under Rule 144(k), a person who is not deemed to have been an affiliate of
Viant at any time during the 90 days preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, is entitled to sell
such shares without having to comply with the manner of sale, public
information, volume limitation or notice filing provisions of Rule 144.
Therefore, unless otherwise restricted, "144(k) shares" may be sold immediately
upon the completion of this offering.

RULE 701

In general, under Rule 701, any of our employees, directors, officers,
consultants or advisors who purchase shares from us in connection with a
compensatory stock or option plan or other written agreement before the
effective date of this offering is entitled to sell such shares 90 days after
the effective date of this offering in reliance on Rule 144, without having to
comply with the holding period and notice filing requirements of Rule 144 and,
in the case of non-affiliates, without having to comply with the public
information, volume limitation or notice filing provisions of Rule 144.

The SEC has indicated that Rule 701 will apply to typical stock options
granted by an issuer before it becomes subject to the reporting requirements of
the Securities Exchange Act of 1934, along with the shares acquired upon
exercise of such options (including exercises after the date of this
prospectus). Securities issued in reliance on Rule 701 are restricted securities
and, subject to the contractual restrictions described above, beginning 90 days
after the date of this prospectus, may be sold by persons other than
"affiliates" (as defined in Rule 144) subject only to the manner of sale
provisions of Rule 144 and by "affiliates" under Rule 144 without compliance
with its one year minimum holding period requirements.

54
<PAGE>
LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for
Viant by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Certain
legal matters will be passed upon for the underwriters by Hale and Dorr LLP,
Boston, Massachusetts. As of the date of this prospectus, WS Investment Company
97A, an investment partnership composed of certain current and former members of
and persons associated with Wilson Sonsini Goodrich & Rosati, P.C., and a
certain member of Wilson Sonsini Goodrich & Rosati, P.C., beneficially own an
aggregate of 51,717 shares of Viant stock.

EXPERTS

Viant's financial statements as of December 31, 1997 and January 1, 1999 and
for the period from April 10, 1996 (inception) through December 31, 1996 and for
the years ended December 31, 1997 and January 1, 1999 included in this
prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

Viant has filed with the Securities and Exchange Commission a registration
statement on Form S-1 (including exhibits and schedules) under the Securities
Act, with respect to the shares to be sold in this offering. This prospectus
does not contain all of the information set forth in the registration statement.
For further information with respect to Viant and the common stock offered in
this prospectus, reference is made to the registration statement, including the
exhibits thereto, and the financial statements and notes filed as a part
thereof. With respect to each such document filed with the SEC as an exhibit to
the registration statement, reference is made to the exhibit for a more complete
description of the matter involved.

We will be filing quarterly and annual reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
public reference facilities of the SEC in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's website at

http://www.sec.gov.

55
<PAGE>
INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants.......................................................................... F-2

Statement of Operations for the Period Ended December 31, 1996, the Years Ended December 31, 1997 and
January 1, 1999 and the Quarters Ended March 31, 1998 and April 2, 1999 (unaudited)...................... F-3

Balance Sheet as of December 31, 1997, January 1, 1999 and April 2, 1999 (unaudited)....................... F-4

Statement of Cash Flows for the Period Ended December 31, 1996, the Years Ended December 31, 1997 and
January 1, 1999 and the Quarters Ended March 31, 1998 and April 2, 1999 (unaudited)...................... F-5

Statement of Stockholders' Equity for the Period Ended December 31, 1996, the Years Ended December 31, 1997
and January 1, 1999 and the Quarter Ended April 2, 1999 (unaudited)...................................... F-6

Notes to Financial Statements.............................................................................. F-7
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Viant Corporation

In our opinion, the accompanying balance sheet and the related statements of
operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Viant Corporation at January 1,
1999 and December 31, 1997, and the results of its operations and its cash flows
for each of the years ended January 1, 1999 and December 31, 1997 and the period
from April 10, 1996 (Inception) to December 31, 1996, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of Viant's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 16, 1999

F-2
<PAGE>
VIANT CORPORATION

STATEMENT OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD FROM
APRIL 10, 1996 YEAR ENDED THREE MONTHS ENDED
(INCEPTION) TO --------------------------- ----------------------
DECEMBER 31, DECEMBER 31, JANUARY 1, MARCH 31, APRIL 2,
1996 1997 1999 1998 1999
------------------- -------------- ----------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenues............................ $ 642 $ 8,808 $ 20,043 $ 4,093 $ 7,883
------- ------- ----------- ----------- ---------
Operating expenses:
Professional services................. 516 4,530 11,250 2,237 4,511
Sales and marketing................... 461 1,577 3,324 586 1,216
General and administrative............ 1,077 6,298 10,365 1,810 3,518
Research and development.............. 338 581 1,429 167 690
------- ------- ----------- ----------- ---------
Total operating expenses............ 2,392 12,986 26,368 4,800 9,935
------- ------- ----------- ----------- ---------
Loss from operations................ (1,750) (4,178) (6,325) (707) (2,052)
Interest income......................... 91 160 234 48 168
Interest expense........................ -- (25) (371) (21) (157)
Other expense, net...................... -- (37) (25) -- --
------- ------- ----------- ----------- ---------
Net loss............................ $ (1,659) $ (4,080) $ (6,487) $ (680) $ (2,041)
------- ------- ----------- ----------- ---------
------- ------- ----------- ----------- ---------

Basic and diluted net loss per share.... $ (0.42) $ (1.18) $ (1.76) $ (0.19) $ (0.53)
Weighted average shares used in
computing basic and diluted net loss
per share............................. 3,981 3,468 3,681 3,627 3,847

Unaudited pro forma basic and diluted
net loss per share.................... $ (0.46) $ (0.12)
Weighted average shares used in
computing unaudited pro forma basic
and diluted net loss per share........ 14,084 17,020
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>
VIANT CORPORATION
BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
DECEMBER 31, JANUARY 1, APRIL 2, APRIL 2,
1997 1999 1999 1999
-------------- ----------- ---------- -----------
(UNAUDITED)
(NOTE 1)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................... $ 5,559 $ 18,209 $ 10,317
Short-term investments.................................................. 615 602 602
Accounts receivable, net................................................ 1,820 5,472 9,769
Prepaid expenses and other current assets............................... 165 1,190 1,933
-------------- ----------- ----------
Total current assets.................................................. 8,159 25,473 22,621
Property and equipment, net............................................... 2,011 4,048 4,393
Other assets.............................................................. 148 232 229
-------------- ----------- ----------
Total assets.......................................................... $ 10,318 $ 29,753 $ 27,243
-------------- ----------- ----------
-------------- ----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt....................................... $ 349 $ 2,850 $ 2,843
Current portion of capital lease obligation............................. -- 416 509
Accounts payable........................................................ 1,165 626 1,026
Accrued expenses........................................................ 1,197 2,907 1,379
Deferred revenues....................................................... 931 1,052 1,372
-------------- ----------- ----------
Total current liabilities............................................. 3,642 7,851 7,129
Long-term debt, less current portion...................................... 670 603 506
Capital lease obligations, less current portion........................... -- 1,634 1,722
-------------- ----------- ----------
Total liabilities..................................................... 4,312 10,088 9,357
-------------- ----------- ----------
Commitments (Note 6)...................................................... -- -- --
Stockholders' equity:
Convertible preferred stock:
Series D: no par value; 3,240,000, 3,240,000, 3,240,000 and 0 shares
authorized, respectively; 0, 3,160,043, 3,167,100 and 0 shares
issued and outstanding, respectively................................ -- 20,125 20,170 $ --
Series A: no par value; 5,746,874, 5,746,874, 5,746,874 and 0 shares
authorized, respectively; 5,746,874, 5,746,874, 5,746,874 and 0
shares issued and outstanding, respectively......................... 3,047 3,047 3,047 --
Series B: no par value; 1,499,925, 1,499,925, 1,499,925 and 0 shares
authorized, respectively; 1,499,925, 1,499,925, 1,499,925 and 0
shares issued and outstanding, respectively......................... 987 987 987 --
Series C: no par value; 2,830,408, 2,830,408, 2,830,408 and 0 shares
authorized, respectively; 2,759,625, 2,759,625, 2,759,625 and 0
shares issued and outstanding, respectively......................... 7,977 7,977 7,977 --
Preferred stock, $0.001 par value; 0, 0, 0 and 5,000,000 shares
authorized, respectively; no shares issued and outstanding............ -- -- -- --
Common stock; $0.001 par value; 25,000,000, 25,000,000, 25,000,000 and
50,000,000 shares authorized, respectively; 3,556,258, 3,762,290,
4,294,236 and 17,467,760 shares issued and outstanding,
respectively.......................................................... 4 4 4 17
Additional paid-in capital.............................................. 409 430 647 32,815
Accumulated deficit..................................................... (6,418) (12,905) (14,946) (14,946)
-------------- ----------- ---------- -----------
Total stockholders' equity............................................ 6,006 19,665 17,886 $ 17,886
-------------- ----------- ---------- -----------
Total liabilities and stockholders' equity............................ $ 10,318 $ 29,753 $ 27,243
-------------- ----------- ----------
-------------- ----------- ----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>
VIANT CORPORATION

STATEMENT OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM THREE MONTHS ENDED
APRIL 10, 1996 YEAR ENDED
(INCEPTION) TO --------------------------- ----------------------
DECEMBER 31, DECEMBER 31, JANUARY 1, MARCH 31, APRIL 2,
1996 1997 1999 1998 1999
-------------- -------------- ----------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................. $ (1,659) $ (4,080) $ (6,487) $ (680) $ (2,041)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization...................... 49 205 1,065 175 384
Compensation expense on employee arrangement....... -- 200 -- -- --
Changes in operating assets and liabilities:
Accounts receivable, net......................... (384) (1,436) (3,652) (1,456) (4,297)
Prepaid expenses and other assets................ (62) (251) (1,109) (431) (740)
Accounts payable................................. 86 1,079 (539) (602) 400
Accrued expenses................................. 227 970 1,710 (158) (1,528)
Deferred revenues................................ 99 832 121 (473) 320
-------------- -------------- ----------- ----------- ---------
Net cash used in operating activities.......... (1,644) (2,481) (8,891) (3,625) (7,502)
-------------- -------------- ----------- ----------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments.................. -- (615) (602) -- --
Maturity of short-term investments................... -- -- 615 -- --
Purchases of property and equipment.................. (264) (2,001) (901) (838) (387)
-------------- -------------- ----------- ----------- ---------
Net cash used in investing activities.......... (264) (2,616) (888) (838) (387)
-------------- -------------- ----------- ----------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes
payable............................................ 500 -- -- -- --
Proceeds from issuance of convertible preferred
stock, net......................................... 3,534 7,977 20,125 -- 45
Proceeds from issuance of common stock, net.......... 19 195 21 -- 217
Proceeds from borrowings on lines of credit.......... -- 1,046 2,749 -- --
Principal payments on borrowings on lines of
credit............................................. -- (27) (315) -- (104)
Principal payments on capital lease obligations...... -- -- (151) (26) (161)
Repurchase of common stock........................... -- (680) -- -- --
-------------- -------------- ----------- ----------- ---------
Net cash provided by (used in) financing
activities................................... 4,053 8,511 22,429 (26) (3)
-------------- -------------- ----------- ----------- ---------
Net increase (decrease) in cash and cash equivalents... 2,145 3,414 12,650 (4,489) (7,892)
Cash and cash equivalents at beginning of period....... -- 2,145 5,559 5,559 18,209
-------------- -------------- ----------- ----------- ---------
Cash and cash equivalents at end of period............. $ 2,145 $ 5,559 $ 18,209 $ 1,070 $ 10,317
-------------- -------------- ----------- ----------- ---------
-------------- -------------- ----------- ----------- ---------

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest............................... $ -- $ 22 $ 371 $ 21 $ 157

NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable into preferred stock..... $ 500 $ -- $ -- $ -- $ --
Equipment acquired under capital lease obligations... $ -- $ -- $ 2,201 $ -- $ 342
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>
VIANT CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
CONVERTIBLE
PREFERRED STOCK COMMON STOCK ADDITIONAL
----------------------- ------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
---------- ----------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Issuance of common stock........... 3,981,250 $ 4 $ 15
Issuance of Series A preferred
stock, net of issuance costs of
$16.............................. 4,809,369 $ 2,547
Issuance of Series A preferred
stock upon conversion of notes
payable.......................... 937,505 500
Issuance of Series B preferred
stock, net of issuance costs of
$13.............................. 1,499,925 987
Net loss for the period from April
10, 1996 (Inception) to December
31, 1996......................... $ (1,659)
--
---------- ----------- ---------- ----- -------------
Balance at December 31, 1996....... 7,246,799 4,034 3,981,250 4 15 (1,659)

Issuance of common stock upon
exercise of stock options........ 823,125 1 194
Issuance of Series C preferred
stock, net of issuance costs of
$25.............................. 2,759,625 7,977
Common stock repurchased and
retired.......................... (1,248,117) (1) (679)
Compensation expense on employee
severance arrangement............ 200
Net loss........................... (4,080)
--
---------- ----------- ---------- ----- -------------
Balance at December 31, 1997....... 10,006,424 12,011 3,556,258 4 409 (6,418)

Issuance of common stock upon
exercise of stock options........ 206,032 21
Issuance of Series D preferred
stock, net of issuance costs of
$68.............................. 3,160,043 20,125
Net loss........................... (6,487)
--
---------- ----------- ---------- ----- -------------
Balance at January 1, 1999......... 13,166,467 32,136 3,762,290 4 430 (12,905)

Issuance of common stock upon
exercise of stock options
(unaudited)...................... 531,946 217
Issuance of Series D preferred
stock (unaudited)................ 7,057 45
Net loss (unaudited)............... (2,041)
--
---------- ----------- ---------- ----- -------------
Balance at April 2, 1999
(unaudited)...................... 13,173,524 $ 32,181 4,294,236 $ 4 $ 647 $ (14,946)
--
--
---------- ----------- ---------- ----- -------------
---------- ----------- ---------- ----- -------------

TOTAL
STOCKHOLDERS'
EQUITY
---------------
<S> <C>
Issuance of common stock........... $ 19
Issuance of Series A preferred
stock, net of issuance costs of
$16.............................. 2,547
Issuance of Series A preferred
stock upon conversion of notes
payable.......................... 500
Issuance of Series B preferred
stock, net of issuance costs of
$13.............................. 987
Net loss for the period from April
10, 1996 (Inception) to December
31, 1996......................... (1,659)

---------------
Balance at December 31, 1996....... 2,394
Issuance of common stock upon
exercise of stock options........ 195
Issuance of Series C preferred
stock, net of issuance costs of
$25.............................. 7,977
Common stock repurchased and
retired.......................... (680)
Compensation expense on employee
severance arrangement............ 200
Net loss........................... (4,080)

---------------
Balance at December 31, 1997....... 6,006
Issuance of common stock upon
exercise of stock options........ 21
Issuance of Series D preferred
stock, net of issuance costs of
$68.............................. 20,125
Net loss........................... (6,487)

---------------
Balance at January 1, 1999......... 19,665
Issuance of common stock upon
exercise of stock options
(unaudited)...................... 217
Issuance of Series D preferred
stock (unaudited)................ 45
Net loss (unaudited)............... (2,041)

---------------
Balance at April 2, 1999
(unaudited)...................... $ 17,886

---------------
---------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Viant Corporation ("Viant") is a leading Internet professional services firm
providing strategic consulting, creative design and technology services to
companies seeking to capitalize on the Internet. Viant's current customers are
based in the United States and Europe and include primarily Fortune 1000
companies.

FISCAL YEAR

During 1998, Viant changed its fiscal year to the 52-week period ending on
the Friday nearest to the last day of December of that year. Prior to this, the
fiscal year of Viant was the calendar year. Viant's fiscal year 1998 ended on
January 1, 1999.

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Viant considers all highly liquid instruments with an original maturity of
three months or less to be cash equivalents. At December 31, 1997 and January 1,
1999, Viant's short-term investments consisted primarily of certificates of
deposit and money market funds secured by U.S. Government-backed securities and
commercial paper with maturities of 60 to 201 days.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject Viant to concentrations of
credit risk consist primarily of cash equivalents, short-term investments and
accounts receivable. Substantially all of Viant's cash equivalents and
short-term investments are held at high credit quality financial institutions.
Accounts receivable are typically unsecured and are derived from revenue earned
from clients primarily located in the United States. Viant performs ongoing
credit evaluations of its clients' financial condition and maintains reserves
for potential credit losses based upon the expected collectibility of total
accounts receivable. To date, losses resulting from uncollected receivables have
not exceeded management's expectations.

At December 31, 1997 and January 1, 1999, three clients and two clients
accounted for 56% and 39% of total accounts receivable, respectively. Three
clients accounted for 43%, 16% and 12% of total net revenues in the period from
April 10, 1996 (Inception) to December 31, 1996. Three clients accounted for
30%, 27% and 11% of total net revenues in 1997. Three clients accounted for 15%,
14% and 13% of total net revenues in 1998.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments that are subject to fair value disclosure requirements
are carried in the financial statements at amounts that approximate fair value
and include cash and cash equivalents, short-term investments, accounts
receivable, accounts payable, capital lease obligations and other credit
facilities. Fair values are based on quoted market prices and assumptions
concerning the amount and timing of estimated future cash flows and assumed
discount rates reflecting varying degrees of perceived risk.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of the
assets, generally 3-5 years. Equipment under capital leases is amortized over
the shorter of the useful life of the equipment or

F-7
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

the lease term. Leasehold improvements are amortized over the shorter of the
lease period or the useful life of the improvement.

UNAUDITED INTERIM FINANCIAL STATEMENTS

Financial information as of April 2, 1999 and for the three months ended
March 31, 1998 and April 2, 1999 is unaudited. In the opinion of Viant's
management, the March 31, 1998 and April 2, 1999 unaudited interim financial
statements include all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the financial position and results of
operations for those periods. The results of operations for the quarter ended
April 2, 1999 are not necessarily indicative of the results of operations to be
expected in the future.

UNAUDITED PRO FORMA PRESENTATIONS

Under the terms of Viant's agreement with the holders of the convertible
preferred stock (see Note 8), all of such preferred stock will be converted
automatically into shares of common stock prior to the closing of an
underwritten public offering of common stock with an offering price of at least
$10.00 per share and gross proceeds of at least $20,000,000, or upon the vote of
the holders of a majority of the outstanding shares of preferred stock. The
unaudited pro forma stockholders' equity included on the balance sheet reflects
the conversion of such preferred stock into 13,173,524 shares of common stock as
if the conversion had occurred on April 2, 1999. Upon the closing of its initial
public offering of common stock, Viant will file an amended and restated
certificate of incorporation to increase the number of common shares authorized
to 50,000,000 and to authorize Viant to issue 5,000,000 shares of preferred
stock, $0.001 par value. The unaudited pro forma stockholders' equity included
on the balance sheet also reflects these changes.

Unaudited pro forma net loss per share for the year ended January 1, 1999
and the quarter ended April 2, 1999 included in the statement of operations is
computed using the weighted average number of common shares outstanding,
adjusted to include the pro forma effects of the conversion of preferred stock
to common stock as if such conversion had occurred on January 1, 1998 for the
year ended January 1, 1999 and on January 2, 1999 for the three months ended
April 2, 1999, or at the date of original issuance, if later.

REVENUE RECOGNITION

Substantially all of Viant's revenues are derived from professional services
which are generally provided to clients on a fixed-price, fixed-time basis.
Revenues on fixed-price engagements are recognized using the percentage of
completion method (based on the ratio of costs incurred to the total estimated
project cost at completion). Unbilled receivables represent revenue recognized
in advance of amounts billed. Billings received in advance of services performed
are recorded as deferred revenues. Provisions for estimated losses on contracts
are made during the period in which such losses become probable and can be
reasonably estimated. To date, such losses have not been significant. Viant
reports revenues net of reimbursable expenses which are billed to and collected
from clients.

PROFESSIONAL SERVICES

Professional services expenses consist primarily of compensation and
benefits costs for employees engaged in the delivery of professional services
and non-reimbursable expenses related to client projects.

F-8
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

GENERAL AND ADMINISTRATIVE

General and administrative expenses consist primarily of compensation,
benefits and travel costs for employees in Viant's management, human resources,
finance and administration groups and facilities costs not allocated to sales
and marketing or research and development.

RESEARCH AND DEVELOPMENT

Viant's research and development efforts focus on evaluating and testing
technologies to be deployed to clients. Accordingly, all research and
development costs are charged to expense as incurred.

STOCK-BASED COMPENSATION

Viant accounts for stock-based compensation in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, no compensation expense is recorded for options issued to employees
in fixed amounts and with fixed exercise prices at least equal to the fair
market value of Viant's common stock at date of grant. Viant follows the
disclosure requirements of Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation" (Note 10). All stock-based
awards to non-employees are accounted for at their fair value in accordance with
SFAS No. 123.

NET LOSS PER SHARE

Viant computes net loss per share in accordance with SFAS No. 128, "Earnings
Per Share." Basic net loss per share is based upon the weighted average number
of common shares outstanding. Diluted net loss per share is based upon the
weighted average number of common shares outstanding, including common stock
equivalents, if dilutive. Basic and diluted net loss per share were the same for
all periods since the potential dilutive common stock equivalents were
anti-dilutive due to the losses. For all periods presented, the assumed exercise
of stock options and the assumed conversion of convertible preferred stock is
anti-dilutive and has been excluded from the calculation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reported
period. Actual results could differ from those estimates.

2. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1997 1999
--------------- -----------
<S> <C> <C>
Billed.......................................... $ 1,788 $ 5,116
Unbilled........................................ 345 1,265
Allowance for doubtful accounts................. (313) (909)
------- -----------
$ 1,820 $ 5,472
------- -----------
------- -----------
</TABLE>

F-9
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1997 1999
--------------- -----------
<S> <C> <C>
Computer equipment and software................. $ 1,064 $ 2,319
Furniture and equipment......................... 366 936
Leasehold improvements.......................... 835 2,112
------- -----------
2,265 5,367
Less: accumulated depreciation and
amortization.................................. (254) (1,319)
------- -----------
$ 2,011 $ 4,048
------- -----------
------- -----------
</TABLE>

Depreciation expense for the period ended December 31, 1996 and for the
years ended December 31, 1997 and January 1, 1999 was $49,000, $205,000 and
$1,065,000, respectively.

Included in the above is equipment and leasehold improvements acquired under
capital leases of $0 and $2,201,000 at December 31, 1997 and January 1, 1999,
respectively. Accumulated amortization on equipment and leasehold improvements
acquired under capital lease was $0 and $456,000 at December 31, 1997 and
January 1, 1999, respectively.

4. ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1997 1999
--------------- -----------
<S> <C> <C>
Payroll and related............................. $ 473 $ 2,238
Professional services........................... 267 137
Other........................................... 457 532
------- -----------
$ 1,197 $ 2,907
------- -----------
------- -----------
</TABLE>

5. CREDIT FACILITIES

In September 1996, Viant secured a revolving line of credit with a bank
which provides for borrowings of up to $1,250,000. In July 1997, the revolving
line of credit was increased to $3,000,000. In March 1998, Viant amended the
revolving line of credit to provide for borrowings up to $5,000,000 including a
$2,000,000 letter of credit facility. Borrowings under the revolving line of
credit are limited to 80% of eligible accounts receivable plus $1,000,000.
Borrowings under the revolving line of credit bear interest at the bank's prime
rate plus 0.5% (8.25% at January 1, 1999). The revolving line of credit is
secured by substantially all of Viant's assets. The revolving line of credit
expires on July 3, 1999, at which time all outstanding amounts are due. Warrants
to purchase 5,517 shares of Series C preferred stock at $3.625 per share were
issued as part of the agreement. The warrants expire upon the conversion of the
Series C Preferred Stock. The value ascribed to these warrants was not material
to Viant's financial position or results of operations. The line of credit
agreement, as amended, requires Viant to comply with certain financial
covenants, including the maintenance of specified minimum ratios. Viant was in
default on a certain financial covenant at January 1, 1999, for which Viant has
received a waiver from the bank. The financial covenant for which the Company
was in default was amended such that the Company may incur a loss not to exceed
$2,500,000 for each of the fiscal quarters ending April 2, 1999 and July 2,
1999. In addition, the total liabilities to tangible net worth ratio covenant
was amended such that the Company shall

F-10
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

maintain, as of the last day of each fiscal month, a ratio of total liabilities
to tangible net worth of not more than 1.25 to 1. At January 1, 1999, $2,434,000
was outstanding under the revolving line of credit and letters of credit
totaling $1,500,000 were guaranteed under the revolving line of credit. The
letters of credit expire periodically through July 3, 1999. At January 1, 1999,
$1,066,000 remained available under the revolving line of credit.

In September 1996, under the same bank agreement, Viant also secured an
equipment line of credit which provides for borrowings of up to $750,000. In
July 1997, the equipment line of credit was amended to provide for borrowings up
to $1,250,000. Borrowings under the equipment line of credit are based on actual
capital expenditures, subject to a maximum of $250,000 in purchased software,
and bear interest at the bank's prime rate plus 1.0% (8.75% at January 1, 1999).
The equipment line of credit is also secured by substantially all of Viant's
assets. At January 1, 1999, $1,019,000 was outstanding under the equipment line
of credit. Borrowings are payable in 36 equal monthly installments of principal,
plus accrued interest. Principal amounts outstanding at January 1, 1999 are due
as follows: $416,000 in 1999; $389,000 in 2000; and $214,000 in 2001.

6. LEASE COMMITMENTS

Viant leases office facilities and certain equipment under operating and
capital leases, respectively. Viant entered into lease agreements for facilities
in Boston, San Francisco, New York and Dallas which expire in 2003, 2003, 2007
and 2004, respectively. Rent expense under operating leases for the period ended
December 31, 1996 and for the years ended December 31, 1997 and January 1, 1999
was $67,000, $535,000 and $1,718,000, respectively. Viant is party to letters of
credit in support of their minimum future lease payments under leases for
permanent office space amounting to $1,500,000 as of January 1, 1999, declining
annually.

In March 1998, Viant entered into an agreement with a leasing company which
provides for capital lease borrowings related to equipment purchases up to
$3,250,000, and which expires in March 2000. Pursuant to the agreement, Viant
issued warrants to purchase 35,986 shares of Series C preferred stock at $3.625
per share which expires five years from the effective date of an underwritten
initial public offering of common stock. The value ascribed to these warrants
was not material to Viant's financial position or results of operations.

Minimum future lease commitments under noncancelable capital and operating
leases at January 1, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
CAPITAL OPERATING
----------- -----------
<S> <C> <C>
1999................................................... $ 629 $ 1,916
2000................................................... 629 2,079
2001................................................... 629 2,124
2002................................................... 607 2,168
2003................................................... -- 1,534
Thereafter............................................. -- 3,600
----------- -----------
Total minimum lease payments........................... 2,494 $ 13,421
-----------
-----------
Less amount representing interest...................... 444
-----------
Present value of minimum capital lease payments........ $ 2,050
-----------
-----------
</TABLE>

F-11
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. RELATED PARTY TRANSACTIONS

In March 1998, Viant entered into two agreements with one of its executives
for a housing loan of $50,000 and a personal loan of $40,000. Interest on both
loans accrue annually at 8.5%. Interest payments only are due on the housing
loan for the first four years. Upon commencement of the fifth year, repayment of
principal and interest on the housing loan will be made in accordance with a
monthly repayment schedule in which principal and interest will be repaid and
amortized over a two-year period. Viant will forgive 25% of the personal loan
principal and accrued interest annually commencing on the first anniversary of
the loan and for the next three anniversaries thereafter. The housing loan
becomes immediately due and payable and the remaining principal balance of the
personal loan will become immediately due and payable if the employee ceases to
be employed by Viant for any reason, fails to perform any of their obligations
under the loan agreements, or files for bankruptcy or otherwise becomes
insolvent.

During 1996, Viant provided consulting services to a holder of approximately
19% of Viant's common stock at December 31, 1996. All services rendered were
billed on a nondiscounted basis and Viant recognized revenue on this project of
$23,000 during the period ended December 31, 1996.

8. CONVERTIBLE PREFERRED STOCK

Viant's Articles of Incorporation, as amended, authorize Viant to issue
13,317,207 shares of preferred stock, no par value, of which 5,746,874,
1,499,925, 2,830,408 and 3,240,000 shares are designated as Series A, B, C and D
preferred stock, respectively.

In May 1996, Viant issued 5,746,874 shares of Series A preferred stock
("Series A") for net cash proceeds of $2,547,000 and the conversion of a
$500,000 note payable to a third party investor. In June 1996, Viant issued
1,499,925 shares of Series B preferred stock ("Series B") for net cash proceeds
of $987,000. In May and September 1997, Viant issued a total of 2,759,625 shares
of Series C preferred stock ("Series C") for net cash proceeds of $7,977,000. In
November 1998, Viant issued a total of 3,160,043 shares of Series D preferred
stock ("Series D") for net cash proceeds of $20,125,000. The rights with respect
to the Series A, B, C and D preferred stock are as follows:

VOTING RIGHTS

Each share of Series A, B, C and D preferred stock has voting rights equal
to an equivalent number of shares of common stock into which it is convertible
and votes together as one class with common stock.

As long as 3,000,000 and 750,000 shares of Series A and Series B preferred
stock are outstanding, respectively, the holders of the shares of Series A and
Series B preferred stock are each entitled to elect one director. The holders of
shares of common stock, voting as one class, are also entitled to elect one
director and the remaining directors shall be elected by the holders of
preferred and common stock voting together as a single class. The rights of the
preferred stockholders to elect directors expire upon the closing of an
underwritten initial public offering of common stock ("IPO").

Additionally, as long as any preferred stock is outstanding, Viant must
obtain approval from the holders of a majority of the outstanding shares of
Series A, B, C and D preferred stock in order to

F-12
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

alter the Articles of Incorporation as related to preferred stock, change the
authorized number of shares of preferred stock, declare or pay any dividends on
common stock other than dividends payable in common stock, redeem or purchase
shares of common stock unless resulting from employment termination, or effect a
merger, consolidation or sale of assets where the existing stockholders retain
less than 50% of the voting stock of the surviving entity.

DIVIDENDS

Holders of Series A, B, C and D preferred stock are entitled to receive
noncumulative dividends at the per annum rate of $0.0533, $0.0667, $0.289958 and
$0.639 per share, respectively, when and if declared by the Board of Directors.
Viant shall make no distribution to holders of common stock until Series A, B, C
and D preferred stock dividends have been paid. No dividends were declared by
the Board of Directors through January 1, 1999.

LIQUIDATION

In the event of any liquidation, dissolution or winding up of Viant,
including a consolidation, reorganization or merger of Viant where the
beneficial owners of Viant's common stock and preferred stock own less than 51%
of the resulting voting power of the surviving entity, the Series A, B, C and D
preferred stockholders are entitled to receive $0.533333, $0.666667, $2.899499
and $6.39 per share, respectively, plus any declared but unpaid dividends prior
to and in preference to any distribution to the holders of common stock. The
remaining assets, if any, shall be distributed ratably among the holders of the
common stock.

CONVERSION

Each share of Series A, B, C and D preferred stock is convertible into
common stock, at the option of the holder, according to a conversion ratio,
subject to adjustment for dilution, and which is currently at one-for-one. Each
share of preferred stock automatically converts into common stock at the then
effective conversion ratio prior to the closing of an IPO with an offering price
of at least $10.00 per share and gross proceeds of at least $20,000,000, or upon
the vote of the holders of a majority of the outstanding shares of preferred
stock. At January 1, 1999, Viant reserved 5,746,874, 1,499,925, 2,830,408 and
3,240,000 shares of common stock for the conversion of Series A, B, C and D
preferred stock, respectively.

IPO ALLOCATION

In the event of an IPO, Viant shall require that the managing underwriters
of the IPO make an allocation of shares to be sold in the IPO to the Series D
preferred stockholders. The allocation shall consist of at least the number of
shares of common stock determined by dividing $3,000,000 by the IPO price (the
"IPO Shares"). Viant shall cause the managing underwriters (subject to the
consent of such underwriters, which consent shall not be unreasonably withheld)
to give priority to the Series D preferred stockholders with respect to the IPO
shares in allocating the shares available for purchase.

9. COMMON STOCK

During 1996, Viant sold 3,981,250 shares of common stock to an employee of
Viant and other nonrelated parties. The 2,500,000 shares sold to the employee
were subject to a right of repurchase by Viant subject to a specified vesting
schedule.

F-13
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In June 1997, under a severance agreement, Viant paid to this employee
$1,766,000 in cash, which included $680,000 for the repurchase of 1,248,117
shares of vested and unvested shares of common stock. Viant also agreed to pay
one year's salary as severance, on a monthly basis, for a total amount of
$175,000. In addition, Viant extended the vesting of an additional 200,000
shares of common stock, ratably over four quarters, which would have otherwise
been subject to repurchase. Accordingly, Viant recognized compensation expense
of $200,000 as the estimated fair value of such shares. With respect to all of
these arrangements, Viant recognized total severance related expenses of
$1,461,000 in the year ended December 31, 1997.

10. STOCK OPTIONS

In June 1996, the Board of Directors and stockholders adopted the 1996 Stock
Option Plan (the "Plan") which provides for granting incentive stock options
("ISOs") and nonqualified stock options ("NSOs") for up to 4,291,876 shares of
common stock to employees and consultants of Viant. In November 1997, the Plan
was amended to authorize options for up to 5,991,876 shares. The amended Plan
also provides for early exercise of options for certain employees, the stock for
which is subject to the same vesting and repurchase terms under the Plan. In
accordance with the Plan, the stated exercise price shall not be less than 100%
of the fair market value of common stock on the date of grant for ISOs and shall
be at least 85% of the fair market value for NSOs. The Plan provides that the
options shall be exercisable over a period not to exceed ten years. Options
generally vest 25% after one year of service and quarterly for the three years
thereafter.

Activity under the Plan is summarized as follows:

<TABLE>
<CAPTION>
PERIOD FROM APRIL 10,
1996 (INCEPTION) TO YEAR ENDED YEAR ENDED
DECEMBER 31, 1996 DECEMBER 31, 1997 JANUARY 1, 1999
------------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
OPTION EXERCISE OPTION EXERCISE OPTION EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ------------- ---------- ------------- ---------- -------------
Outstanding at beginning
of period............... -- $ -- 2,931,000 $ 0.15 3,296,250 $ 0.37
Granted................... 2,931,000 0.15 1,292,250 0.74 1,290,350 2.48
Exercised................. -- -- (823,125) 0.24 (206,032) 0.10
Cancelled................. -- -- (103,875) 0.10 (149,713) 0.75
---------- ---------- ----------
Outstanding at end of
year.................... 2,931,000 $ 0.15 3,296,250 $ 0.37 4,230,855 $ 1.01
---------- ---------- ----------
---------- ---------- ----------
Options exercisable at end
of year................. 380,000 $ 0.25 415,563 $ 0.07 1,254,812 $ 0.33
Weighted-average fair
value of options granted
during the year......... $ 0.03 $ 0.16 $ 0.45
Options available for
future grant............ 1,360,876 1,872,501 731,864
</TABLE>

F-14
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following summarizes information about Viant's stock options outstanding
at January 1, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------ -------------------------
<S> <C> <C> <C> <C> <C>
WEIGHTED AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICE OUTSTANDING LIFE (IN YEARS) PRICE EXERCISABLE PRICE
- ---------- ------------ --------------------- ----------- ------------ -----------
$0.05-0.99 2,736,880 7.91 $ 0.28 1,175,837 $ 0.24
1.00-1.99 651,175 9.02 1.55 76,975 1.50
2.00-2.99 537,000 9.46 2.40 1,500 2.46
3.00-3.99 136,000 9.67 3.50 250 3.50
4.00-4.99 169,800 9.83 4.25 250 4.25
------------ ------------

4,230,855 8.41 $ 1.01 1,254,812 $ 0.33
------------ ------------
------------ ------------
</TABLE>

In accordance with the provisions of Accounting Principles Board Opinion No.
25, Viant has recognized no compensation expense for options granted under the
Plan as the exercise prices of all options granted were equal to the estimated
fair market value of the common stock at the date of grant. Viant's board of
directors, in assessing the fair market value of Viant's common stock, considers
factors relevant at the time, including recent issuances and sales of Viant's
securities, significant customer wins, composition of management team, recent
hiring results, Viant's financial condition and operating results and the lack
of a public market for Viant's common stock. Had compensation expense been
determined based on the fair value at the grant dates, consistent with the
methodology prescribed under SFAS No. 123, Viant's pro forma net loss would have
been as follows:

<TABLE>
<CAPTION>
PERIOD FROM
APRIL 10,
1996 YEAR ENDED
(INCEPTION) TO ----------------------------
DECEMBER 31, DECEMBER 31, JANUARY 1,
1996 1997 1999
--------------- --------------- -----------
<S> <C> <C> <C>
Net loss (in thousands):
As reported................................... $ (1,659) $ (4,080) $ (6,487)
Pro forma..................................... (1,670) (4,128) (6,632)
Net loss per share:
As reported................................... (0.42) (1.18) (1.76)
Pro forma..................................... $ (0.42) $ (1.19) $ (1.80)
</TABLE>

The following assumptions were used by Viant to determine the fair value of
stock options granted under the Black-Scholes options-pricing model for all
periods presented: expected volatility of 0%, average expected option life of 4
years, and dividend yield of 0%; and risk free interest rate of 6.0%, 6.1% and
5.2% for the period ended December 31, 1996 and for the years ended December 31,
1997 and January 1, 1999, respectively.

Because additional stock options are expected to be granted each year and
the pro forma net loss only includes the effect of options granted in 1996, 1997
and 1998, the above pro forma

F-15
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

disclosures are not representative of the pro forma effects on reported
financial results for future years.

In January 1999, the Board of Directors authorized, subject to stockholder
approval, the 1999 Stock Option Plan which provides for the granting of ISOs to
employees, and for the granting of NSOs and stock purchase rights to employees,
directors and consultants of Viant. A total of 4,868,929 shares of common stock
are authorized for issuance pursuant to the 1999 Stock Option Plan.

In March 1999, the Board of Directors authorized, subject to stockholder
approval, the 1999 Employee Stock Purchase Plan, which provides for the issuance
of a maximum of 200,000 shares of common stock.

(Unaudited)

During the quarter ended April 2, 1999, 1,661,905 stock options were granted
with a weighted average exercise price of $5.60 per share. These exercise prices
were equal to the estimated fair market value of the common stock at the date of
grant.

11. EMPLOYEE SAVINGS PLAN

Viant's Retirement/Savings Plan (the "401(k) Plan") under Section 401(k) of
the Internal Revenue Code covers all full-time employees. The 401(k) Plan allows
eligible employees to make contributions up to a specified annual maximum
contribution, as defined. Under the 401(k) Plan, Viant may, but is not obligated
to, match a portion of the employee contributions up to a defined maximum. Viant
did not contribute to the 401(k) Plan in 1997 or 1998.

F-16
<PAGE>
VIANT CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

12. INCOME TAXES

Because Viant has incurred net operating losses since inception, no
provisions have been made for current or deferred income taxes through January
1, 1999. Deferred tax assets consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1997 1999
--------------- -----------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts............................... $ 125 $ 364
Accrued expenses.............................................. 224 52
Loss carryforwards............................................ 1,866 4,539
Other......................................................... 31 --
------- -----------
Gross deferred tax assets..................................... 2,246 4,955
Deferred tax asset valuation allowance........................ (2,246) (4,735)
------- -----------
Total deferred tax assets................................... -- 220
------- -----------

Deferred tax liabilities:
Property and equipment........................................ -- 220
------- -----------
Total deferred tax liabilities.............................. -- 220
------- -----------
Net deferred tax asset.......................................... $ -- $ --
------- -----------
------- -----------
</TABLE>

Realization of deferred tax assets is contingent upon the generation of
future taxable income. Due to the uncertainty of realization of these tax
benefits, Viant has provided a valuation allowance for the full amount of its
net deferred tax asset.

At January 1, 1999, Viant had net operating loss carryforwards of
approximately $11,348,000 available for federal purposes to reduce future
taxable income. If not utilized, these carryforwards will expire at various
dates ranging from 2011 to 2018. Under the provisions of the Internal Revenue
Code, certain substantial changes in Viant's ownership may have limited, or may
limit in the future, the amount of net operating loss carryforwards which could
be utilized annually to offset future taxable income. The amount of any annual
limitation is determined based upon Viant's value prior to an ownership change.

Income taxes computed using the federal statutory income tax rate differs
from Viant's effective tax rate as follows (in thousands):

<TABLE>
<CAPTION>
PERIOD FROM
APRIL 10, 1996 YEAR ENDED
(INCEPTION) TO ----------------------------
DECEMBER 31, DECEMBER 31, JANUARY 1,
1996 1997 1999
----------------- --------------- -----------
<S> <C> <C> <C>
U.S. federal statutory rate..................... $ (564) $ (1,387) $ (2,206)
State income tax, net of federal income tax
effect........................................ (96) (237) (373)
Change in valuation allowance................... 629 1,617 2,489
Other........................................... 31 7 90
------ ------- -----------
Provision for income taxes...................... $ -- $ -- $ --
------ ------- -----------
------ ------- -----------
</TABLE>

F-17
<PAGE>

(This page intentionally left blank)

<PAGE>
UNDERWRITING

Viant and the underwriters named below have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., Credit Suisse
First Boston Corporation and BancBoston Robertson Stephens Inc. are the
representatives of the underwriters.

<TABLE>
<CAPTION>
Underwriters Number of Shares
- --------------------------------------------------------- -----------------
<S> <C>
Goldman, Sachs & Co......................................
Credit Suisse First Boston Corporation...................
BancBoston Robertson Stephens Inc........................
-----------------
Total.................................................. 3,000,000
-----------------
-----------------
</TABLE>

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

If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional 450,000
shares from Viant to cover such sales. They may exercise that option for 30
days. If any shares are purchased pursuant to this option, the underwriters will
severally purchase shares in approximately the same proportion as set forth in
the table above.

The following tables show the per share and total underwriting discounts and
commissions to be paid to the underwriters by Viant. Such amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares.

<TABLE>
<CAPTION>
Paid by Viant
-------------------------
Full
No Exercise Exercise
----------- ------------
<S> <C> <C>
Per Share........................................ $ $
Total............................................ $ $
</TABLE>

Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $ per share from the initial public offering price. Any such
securities dealers may resell any shares purchased from the underwriters to
certain other brokers or dealers at a discount of up to $ per share from the
initial public offering price. If all the shares are not sold at the initial
offering price, the representatives may change the offering price and the other
selling terms.

Viant, its directors, executive officers and substantially all of its
stockholders have agreed with the underwriters not to dispose of or hedge any of
its common stock or securities convertible into or exchangeable for shares of
common stock during the period from the date of this prospectus continuing
through the date 180 days after the date of this prospectus, except with the
prior written consent of the representatives. This agreement does not apply to
any existing employee benefit plans. See "Shares Eligible for Future Sale" for a
discussion of certain transfer restrictions.

At the request of Viant, the underwriters have reserved at the initial
public offering price up to $3,000,000 of common stock for sale to its Series D
Preferred Stockholders, and up to 270,000 additional shares of common stock for
sale to directors, employees and associates of Viant. There

U-1
<PAGE>
can be no assurance that any of the reserved shares will be so purchased. The
number of shares available for sale to the general public in the offering will
be reduced by the number of reserved shares sold. Any reserved shares not so
purchased will be offered to the general public on the same basis as the other
shares offered hereby.

In November 1998, BancBoston Capital Inc., an affiliate of BancBoston
Robertson Stephens Inc., purchased 156,494 shares of Viant's Series D preferred
stock for a purchase price of $1,000,000. The NASD has deemed these shares to be
underwriters' compensation to BancBoston Robertson Stephens Inc. in connection
with the offering, and, in accordance with the Rules of the NASD, BancBoston
Capital Inc. has agreed not to sell, transfer, assign or hypothecate such shares
for one year following the effective date of the offering.

Prior to the offering, there has been no public market for the shares. The
initial public offering price will be negotiated among Viant and the
representatives. Among the factors to be considered in determining the initial
public offering price of the shares, in addition to prevailing market
conditions, will be Viant's historical performance, estimates of the business
potential and earnings prospects of Viant, an assessment of Viant's management
and the consideration of the above factors in relation to market valuation of
companies in related businesses.

Application has been made for quotation of the common stock on the Nasdaq
National Market under the symbol "VIAN."

In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the common stock while
the offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

Viant estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$870,000.

Viant has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act.

U-2
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.

------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
Prospectus Summary.......................... 1
Risk Factors................................ 4
Cautionary Note Regarding Forward-Looking
Statements................................ 10
Use of Proceeds............................. 10
Dividend Policy............................. 10
Capitalization.............................. 11
Dilution.................................... 12
Selected Financial Data..................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................ 14
Business.................................... 20
Management.................................. 35
Certain Transactions........................ 46
Principal Stockholders...................... 48
Description of Capital Stock................ 50
Shares Eligible for Future Sale............. 53
Legal Matters............................... 55
Experts..................................... 55
Where You Can Find More Information......... 55
Index to Financial Statements............... F-1
Underwriting................................ U-1
</TABLE>

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

Through and including , 1999 (the 25(th) day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to a dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to an unsold allotment or subscription.

3,000,000 Shares

[LOGO]

Common Stock

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

PROSPECTUS

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

GOLDMAN, SACHS & CO.

CREDIT SUISSE FIRST BOSTON

BANCBOSTON ROBERTSON STEPHENS

Representatives of the Underwriters

------------------
WIT CAPITAL CORPORATION

FACILITATOR OF INTERNET DISTRIBUTION

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses to be paid by the Registrant,
other than the underwriting discounts and commissions payable by the Registrant
in connection with the sale of the common stock being registered. All amounts
shown are estimates except for the registration fee and the NASD filing fee.

<TABLE>
<CAPTION>
AMOUNT TO BE
PAID
--------------
<S> <C>
Registration fee.............................................................. $ 13,900.00
NASD filing fee............................................................... 5,500.00
Nasdaq National Market........................................................ 90,500.00
Blue sky qualification fees and expenses...................................... 5,000.00
Printing and engraving expenses............................................... 125,000.00
Legal fees and expenses....................................................... 295,000.00
Accounting fees and expenses.................................................. 225,000.00
Transfer agent and registrar fees............................................. 10,000.00
Miscellaneous expenses........................................................ 100,000.00
Total..................................................................... $ 870,000.00
--------------
--------------
</TABLE>

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. The Registrant's Certificate of
Incorporation and Bylaws provide that the Registrant shall indemnify its
directors, officers, employees and agents to the full extent permitted by
Delaware General Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. In addition, the
Registrant intends to enter into separate indemnification agreements with its
directors, officers and certain employees which would require the Registrant,
among other things, to indemnify them against certain liabilities which may
arise by reason of their status or service (other than liabilities arising from
willful misconduct of a culpable nature). The Registrant also intends to
maintain director and officer liability insurance, if available on reasonable
terms.

These indemnification provisions and the indemnification agreement to be
entered into between the Registrant and its officers and directors may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act.

The Registrant intends to obtain in conjunction with the effectiveness of
the Registration Statement a policy of directors' and officers' liability
insurance that insures the Registrant's directors and officers against the cost
of defense, settlement or payment of a judgment under certain circumstances.

The underwriting agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the underwriters of the Registrant and
its officers and directors for certain liabilities arising under the Securities
Act, or otherwise.

II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since our incorporation in April 1996, we have sold and issued the following
securities:

(1) On April 15, 1996 we issued 5,509,391 shares of common stock to one
founder for an aggregate consideration of $550.94. On May 16, 1996 we issued
1,293,750 shares of common stock to one investor for an aggregate consideration
of $129.38.

(2) On May 16, 1996 we issued 5,746,874 shares of Series A preferred stock
to ten investors for an aggregate consideration of $3,064,997.55.

(3) On June 19, 1996 we issued 1,499,925 shares of Series B preferred stock
to two investors for an aggregate consideration of $1,000,000.00.

(4) On June 4, 1997 we issued 2,080,103 shares of Series C preferred stock
to 32 investors for an aggregate consideration of $6,031,258.61. On October 10,
1997 we also issued 679,488 shares of Series C preferred stock to 32 investors
and employees for an aggregate consideration of $1,970,174.91.

(5) On December 11, 1997 we issued 187,500 shares of common stock to one
investor for an aggregate consideration of $18,750.00.

(6) On March 25, 1998 we issued a warrant for 35,986 shares of Series C
preferred stock to an equipment lessor in connection with an equipment lease
agreement, and on March 26, 1998 we issued a warrant for 5,517 shares of Series
C preferred stock to another equipment lessor in connection with an equipment
lease agreement. Such warrants have an exercise price of $3.625 per share.

(7) From November 4, 1998 to February 1, 1999 we issued 3,168,704 shares of
Series D preferred stock to 31 investors and employees for an aggregate
consideration of $20,248,018.56.

(8) Since our incorporation and as of May 19, 1999, we have issued options
to purchase an aggregate of 7,754,355 shares of common stock with exercise
prices ranging from $0.05 to $11.00 per share. Since our incorporation and as of
May 19, 1999, options to purchase 1,767,619 shares of common stock have been
exercised for an aggregate consideration of $682,111.30.

There were no underwriters employed in connection with any of the
transactions set forth in Item 15.

The issuances of securities described in Items 15(1) through 15(7) were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act as transactions by an issuer not involving a
public offering. The issuances of securities described in Item 15(8) were deemed
to be exempt from registration under the Securities Act in reliance on Section
4(2) or Rule 701 promulgated thereunder as transactions pursuant to compensatory
benefit plans and contracts relating to compensation. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions. All recipients
either received adequate information about the Registrant or had access, through
employment or other relationships, to such information.

II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

3.1* Amended and Restated Articles of Incorporation

3.2* Certificate of Incorporation of Viant Delaware, including an amendment dated March 25, 1999, as
currently in effect

3.3** Form of Amended and Restated Certificate of Incorporation (to be filed with the Delaware Secretary of
State prior to the closing of the offering covered by this Registration Statement)

3.4* Bylaws of Viant California

3.5* Bylaws of Viant Delaware

3.6** Form of Bylaws (to be adopted immediately prior to the closing of the offering covered by this
Registration Statement)

4.1* Form of Specimen Stock Certificate

4.2 Amended and Restated Shareholder Rights Agreement, dated as of November 13, 1998 (This exhibit
supersedes the one previously filed.)

5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, regarding legality of the
securities being issued

10.1 Allocation Agreement, dated as of November 13, 1998 and as amended on May 5, 1999 (This exhibit
supersedes the one previously filed.)

10.2* Form of Master Services Agreement

10.3+** Master Services Agreement with BlueTape LLC, dated as of June 21, 1998

10.4+** License Agreement, including attachments, with BlueTape LLC, dated as of February 15, 1999

10.5* Key Employee Agreement with Robert Gett, dated as of November 4, 1996; Confidential Information and
Invention Assignment Agreement with Robert Gett, dated as of November 4, 1996

10.6** Relocation Agreement and Employee Loan Agreement with Richard Chavez, dated March 31, 1998 (This
exhibit supersedes the one previously filed.)

10.7* Form of Indemnification Agreement to be entered into between the Registrant and each of its directors
and officers, to become effective upon the closing of the offering made under this Registration
Statement

10.8* 1996 Stock Option Plan

10.9* 1999 Stock Option Plan

10.10* 1999 Employee Stock Purchase Plan

10.11* Sublandlord's Consent to Assignment of Sublease, for property located at 520 Madison Avenue, New York,
New York dated as of March 6, 1997

10.12* Lease Agreement with Chelsea Green Associates, L.P., for property located at 625 Avenue of the
Americas, New York, New York, dated July 28, 1997

10.13* Subordination, Nondisturbance and Attornment Agreement with Lehman Brothers Holdings, Inc., for
property located at 625 Avenue of the Americas, New York, New York dated August 26, 1997
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ---------- ------------------------------------------------------------------------------------------------------
<S> <C>
10.14* First Amendment of Lease with Chelsea Green Associates, L.P., for property located at 625 Avenue of
the Americas, New York, New York dated November 1997

10.15* Instruction Letter for Rental Payments, for 625 Avenue of the Americas, New York, New York dated
November 18, 1997

10.16* Standard Form Commercial Lease with Lincoln Plaza Limited Partnership, for property located at 89
South Street, Boston, Massachusetts, dated May 2, 1997

10.17* Notice of Lease with Lincoln Plaza Limited Partnership, for property located at 89 South Street,
Boston, Massachusetts, dated May 2, 1997

10.18* Subordination, Nondisturbance and Attornment Agreement with Lincoln Plaza Limited Partnership and
BHF-BANK Aktiengesellschaft, for property located at 89 South Street, Boston, Massachusetts, dated
September 23, 1997

10.19* First Amendment to Lease with Lincoln Plaza Limited Partnership, for property located at 89 South
Street, Boston, Massachusetts, dated as of October 1, 1998

10.20** Lease Agreement with Williams Worldwide for property located at 3130 Wilshire Boulevard, Santa Monica,
California dated March 1, 1999 (This exhibit supersedes the one previously filed.)

10.21* Lease Agreement with CENTRUM G.S. LTD, for property located at 3102 Oak Lawn, Dallas, Texas, dated
August 15, 1998

10.22* Lease Agreement with Zoro, LLC for property located at 699 Eighth Street, San Francisco, California,
dated April 8, 1997

10.23* First Addendum to Lease with Zoro, LLC for property located at 699 Eighth Street, San Francisco,
California, dated April 1997

10.24* Month-to-Month Lease Agreement with Zoro, LLC for property located at 699 Eighth Street, San
Francisco, California, dated June 5, 1997

10.25* Office Lease with Zoro, LLC for property located at 699 Eighth Street, San Francisco, California,
dated June 26, 1997

10.26* First Amendment to Office Lease with Zoro, LLC for property located at 699 Eighth Street, San
Francisco, California, dated October 14, 1997

10.27* Amendment to Lease with Zoro, LLC for property located at 699 Eighth Street, San Francisco,
California, dated January 29, 1998

10.28* Subordination Agreement; Acknowledgment Of Lease Assignment, Estoppel, Attornment and Non-Disturbance
Agreement with Zoro, LLC and Wells Fargo Bank, National Association, for property located at 699
Eighth Street, San Francisco, California, dated August 21, 1998

10.29* Summary Plan Description of Registrant's 401(k) Retirement/Savings Plan

10.30* Master Lease Agreement and Addendum with Comdisco, Inc., dated March 25, 1998

10.31* Amended and Restated Loan and Security Agreement with Venture Banking Group, dated as of March 25,
1998

10.32** First Amendment to Amended and Restated Loan and Security Agreement with Venture Banking Group, dated
as of April 7, 1999

10.33** Lease Agreement with Regus UK Ltd. for property located at upper ground floor (Room 29), Covent
Garden, London WC2E 9RA, dated March 24, 1999

10.34** Lease Agreement with Regus UK Ltd. for property located at upper ground floor (Room 31), Covent
Garden, London WC2E 9RA, dated March 24, 1999
</TABLE>

II-4

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ---------- ------------------------------------------------------------------------------------------------------
<S> <C>
10.35** Revocable License with OmniOffices, Inc. (Chicago-Loop) for property located at 10 South Riverside
Plaza - 18th Floor, Chicago, Illinois, dated March 18, 1999

11.1* Statement of Computation of Earnings per Share (This exhibit has been omitted because the information
is shown in the financial statements or notes thereto.)

23.1 Consent of PricewaterhouseCoopers LLP

23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1)

24.1* Power of Attorney (contained in the signature page to this Registration Statement).

27.1** Financial Data Schedule
</TABLE>

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

+ confidential treatment requested

* filed as part of the initial filing of the Registration Statement on April
9, 1999

** filed as part of Amendment No. 1 to the Registration Statement on May 17,
1999

(B) FINANCIAL STATEMENT SCHEDULE.

Report of Independent Accountants

Schedule II-Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of Prospectus shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the Offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Boston,
Massachusetts, on the 28th day of May 1999.

<TABLE>
<S> <C> <C>
VIANT CORPORATION

By: /s/ ROBERT L. GETT*
-----------------------------------------
Robert L. Gett
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<S> <C> <C>
President and Chief
/s/ ROBERT L. GETT* Executive Officer, and
- ------------------------------ Director (PRINCIPAL May 28, 1999
Robert L. Gett EXECUTIVE OFFICER)

Vice President and Chief
/s/ M. DWAYNE NESMITH Financial Officer
- ------------------------------ (PRINCIPAL FINANCIAL AND May 28, 1999
M. Dwayne Nesmith ACCOUNTING OFFICER)

/s/ WILLIAM H. DAVIDOW*
- ------------------------------ Director May 28, 1999
William H. Davidow

- ------------------------------ Director May 28, 1999
Kevin W. English

/s/ VENETIA KONTOGOURIS*
- ------------------------------ Director May 28, 1999
Venetia Kontogouris

*By: /S/ DWAYNE
NESMITH
- ------------------------------
Dwayne Nesmith
ATTORNEY-IN-FACT
</TABLE>

II-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Viant Corporation

In connection with our audits of the financial statements of Viant
Corporation at January 1, 1999 and December 31, 1997, and for each of the years
ended January 1, 1999 and December 31, 1997 and the period from April 10, 1996
(Inception) to December 31, 1996, which financial statements are included in the
prospectus, we have also audited the financial statement schedule listed in Item
16(b) herein.

In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 16, 1999

S-1
<PAGE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
VIANT CORPORATION

<TABLE>
<CAPTION>
BALANCE AT
BEGINNING OF CHARGED TO BALANCE AT
DESCRIPTION PERIOD OPERATIONS DEDUCTIONS(1) END OF PERIOD
- ----------------------------------------------------- ------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Period from April 10, 1996 (Inception) to December
31, 1996
Reserves and allowances deducted from asset
accounts
Allowance for doubtful accounts.................. $ -- 75,000 -- $ 75,000

Year ended December 31, 1997
Reserves and allowances deducted from asset
accounts
Allowance for doubtful accounts.................. $ 75,000 294,000 56,000 $ 313,000

Year ended January 1, 1999
Reserves and allowances deducted from asset
accounts
Allowance for doubtful accounts.................. $ 313,000 612,000 16,000 $ 909,000
</TABLE>

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

(1) Doubtful accounts written off, net of recoveries

S-2
<PAGE>
EXHIBIT INDEX

3.1* Amended and Restated Articles of Incorporation

3.2* Certificate of Incorporation of Viant Delaware, including an amendment dated March 25, 1999, as
currently in effect

3.3** Form of Amended and Restated Certificate of Incorporation (to be filed with the Delaware Secretary of
State prior to the closing of the offering covered by this Registration Statement)

3.4* Bylaws of Viant California

3.5* Bylaws of Viant Delaware

3.6** Form of Bylaws (to be adopted immediately prior to the closing of the offering covered by this
Registration Statement)

4.1* Form of Specimen Stock Certificate

4.2 Amended and Restated Shareholder Rights Agreement, dated as of November 13, 1998 (This exhibit
supersedes the one previously filed.)

5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, regarding legality of the
securities being issued

10.1 Allocation Agreement, dated as of November 13, 1998 and as amended on May 5, 1999 (This exhibit
supersedes the one previously filed.)

10.2* Form of Master Services Agreement

10.3+** Master Services Agreement with BlueTape LLC, dated as of June 21, 1998

10.4+** License Agreement, including attachments, with BlueTape LLC, dated as of February 15, 1999

10.5* Key Employee Agreement with Robert Gett, dated as of November 4, 1996; Confidential Information and
Invention Assignment Agreement with Robert Gett, dated as of November 4, 1996

10.6** Relocation Agreement and Employee Loan Agreement with Richard Chavez, dated March 31, 1998 (This
exhibit supersedes the one previously filed.)

10.8* 1996 Stock Option Plan

10.9* 1999 Stock Option Plan

10.10* 1999 Employee Stock Purchase Plan

10.11* Sublandlord's Consent to Assignment of Sublease, for property located at 520 Madison Avenue, New York,
New York dated as of March 6, 1997

10.12* Lease Agreement with Chelsea Green Associates, L.P., for property located at 625 Avenue of the
Americas, New York, New York, dated July 28, 1997

10.13* Subordination, Nondisturbance and Attornment Agreement with Lehman Brothers Holdings, Inc., for
property located at 625 Avenue of the Americas, New York, New York dated August 26, 1997

10.14* First Amendment of Lease with Chelsea Green Associates, L.P., for property located at 625 Avenue of
the Americas, New York, New York dated November 1997
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ---------- ------------------------------------------------------------------------------------------------------
<S> <C>
10.15* Instruction Letter for Rental Payments, for 625 Avenue of the Americas, New York, New York dated
November 18, 1997