RAVISENT TECHNOLOGIES INC, DEF 14A, 2000-05-01

RAVISENT TECHNOLOGIES INC
DEF 14A, 2000-05-01
PREPACKAGED SOFTWARE

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

RAVISENT TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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RAVISENT TECHNOLOGIES INC.

One Great Valley Parkway
Malvern, PA 19355
(800) 700-0362

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders which
will be held on June 16, 2000 at 8:30 a.m., local time, at The Desmond Great
Valley Hotel and Conference Center, One Liberty Blvd., Malvern, PA 19355.

At the annual meeting you will be asked to consider and vote upon the
following proposals: (i) to elect one (1) of our directors, (ii) to approve an
amendment to our 1999 Stock Incentive Plan to increase the number of shares
authorized for issuance over the term of the plan (prior to any future
automatic increase) by an additional 500,000 shares, (iii) to approve an
amendment to our 1999 Stock Incentive Plan to increase the amount by which the
share reserve under the plan automatically increases at the beginning of each
year from one percent (1%) of the total number of shares of our outstanding
capital stock on the last trading day of each year to three percent (3%) and
(iv) to ratify the appointment of KPMG LLP as our independent auditors for
fiscal year ending December 31, 2000.

The enclosed proxy statement more fully describes the details of the
business to be conducted at the annual meeting. After careful consideration,
our Board of Directors has unanimously approved the proposals and recommends
that you vote FOR each proposal.

After reading the proxy statement, please mark, date, sign and return the
enclosed proxy card in the accompanying reply envelope as promptly as possible
but no later than June 16, 2000. If you decide to attend the annual meeting
and would prefer to vote in person, please notify our Secretary that you wish
to vote in person and your proxy will not be voted. YOUR SHARES CANNOT BE
VOTED UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL
MEETING IN PERSON.

A copy of our 1999 annual report has been mailed concurrently herewith to
all stockholders entitled to notice of and to vote at the annual meeting.

We look forward to seeing you at the annual meeting.

Sincerely yours,

/s/ Francis E.J. Wilde III

Francis E.J. Wilde III
President and Chief Executive
Officer

Malvern, Pennsylvania
May 15, 2000

IMPORTANT

Please mark, date and sign the enclosed proxy and return it at your earliest
convenience in the enclosed postage-paid return envelope so that if you are
unable to attend the annual meeting, your shares may be voted.

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RAVISENT TECHNOLOGIES INC.

One Great Valley Parkway
Malvern, PA 19355
(800) 700-0362

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2000

TO OUR STOCKHOLDERS:

Our annual meeting of stockholders will be held on Friday, June 16, 2000 at
8:30 a.m. Eastern Standard Time, at The Desmond Great Valley Hotel and
Conference Center, One Liberty Blvd., Malvern, PA 19355 for the following
purposes:

1. To elect one director to serve for a three-year term ending in the year
2003 or until the successor is duly elected and qualified;

2. To approve an amendment to our 1999 Stock Incentive Plan to increase the
number of shares authorized for issuance over the term of the plan
(prior to any future automatic increase) by an additional 500,000
shares;

3. To approve an amendment to our 1999 Stock Incentive Plan to increase the
amount by which the share reserve under the plan automatically increases
at the beginning of each year from one percent (1%) of the total number
of shares of our outstanding capital stock on the last trading day of
each to three percent (3%);

4. To ratify the appointment of KPMG LLP as our independent auditors for
the year ending December 31, 2000; and

5. To transact such other business as may properly come before our annual
meeting and any adjournment or postponement thereof.

Each of these matters are described in more detail in the enclosed proxy
statement. Our board of directors has fixed the close of business on April 28,
2000 as the record date for the determination of which stockholders are
entitled to notice of, and to vote at, our annual meeting and any postponement
or adjournment thereof. Only stockholders of record as of the close of
business on that date will be entitled to vote at our annual meeting or any
postponement or adjournment thereof. A list of stockholders entitled to vote
at our annual meeting will be available for inspection at our executive
offices.

All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy
as promptly as possible in the envelope enclosed for your convenience. Should
you receive more than one proxy because your shares are registered in
different names and addresses, each proxy should be signed and returned to
assure that all your shares will be voted. You may revoke your proxy at any
time prior to the annual meeting. If you attend the annual meeting and vote by
ballot, your proxy will be revoked automatically and only your vote at the
annual meeting will be counted.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.

By Order of the Board of Directors,

/s/ Ned E. Barlas
By: _________________________________
Ned E. Barlas
Secretary

Malvern, Pennsylvania
May 15, 2000
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RAVISENT TECHNOLOGIES INC.

ONE GREAT VALLEY PARKWAY
MALVERN, PA 19355
(800) 700-0362

PROXY STATEMENT

Your vote at our annual meeting is important to us. Please vote your shares
of common stock by completing the enclosed proxy card and returning it to us
in the enclosed envelope. This proxy statement has information about our
annual meeting and was prepared by our management for the board of directors.
This proxy statement and the accompanying proxy card are first being mailed to
you on or about May 15, 2000. References in this proxy statement to "we,"
"our," and "us," collectively refer to RAVISENT Technologies Inc., a Delaware
corporation and not to its U.S. or German subsidiaries.

GENERAL INFORMATION ABOUT VOTING

Who can vote?

You can vote your shares of common stock if our records show that you owned
the shares on April 28, 2000. A total of [16,191,022] shares of common stock
held by 6,795 stockholders can vote at our annual meeting. You are entitled to
one vote for each share of common stock you owned on that date. The enclosed
proxy card shows the number of shares you can vote.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card to vote on each proposal
to be considered at our annual meeting. Sign and date the proxy card and mail
it back to us in the enclosed envelope. If the proxy card is properly signed
and returned, the proxyholders named on the proxy card will vote your shares
as you instruct. If you sign and return the proxy card but do not vote on a
proposal, the proxyholders will vote for you on that proposal. Unless you
instruct otherwise, the proxyholders will vote FOR the director nominee and
FOR each of the other proposals to be considered at the meeting.

What if other matters come up at the annual meeting?

The matters described in this proxy statement are the only matters we know
will be voted on at our annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.

What if the annual meeting is postponed or adjourned and reconvened at a later
date?

The authority to vote your shares granted in the proxy card applies to any
postponement of our annual meeting or any further session of such meeting if
the initial session is adjourned, for example, as a result of a lack of a
quorum at the scheduled meeting or if there were a disruption requiring the
meeting to be suspended and continued at a later date.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you can change your vote
either by filing with our Secretary at our principal executive offices at One
Great Valley Parkway, Malvern, Pennsylvania 19355, a written notice revoking
your proxy card or by signing, dating and returning to us a new proxy card. We
will honor the proxy card with the latest date. You may also revoke your proxy
by attending our annual meeting and voting in person.

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Can I vote in person at the annual meeting rather than by completing the proxy
card?

Although we encourage you to complete and return the proxy card to ensure
that your vote is counted, you can attend our annual meeting and vote your
shares in person.

What do I do if my shares are held in "street name"?

If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.

How are votes counted?

We will hold our annual meeting if holders of a majority of the shares of
common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will
be counted to determine whether we have a quorum even if you abstain or fail
to vote on any of the proposals listed on the proxy card.

If your shares are held in the name of a nominee, and you do not tell the
nominee how to vote your shares (so-called "broker nonvotes"), the nominee can
vote them as it sees fit only on matters that are determined to be routine,
and not on any other proposal. Broker nonvotes will be counted as present to
determine if a quorum exists but will not be counted as present and entitled
to vote on any nonroutine proposal. Abstentions are counted as negative votes.

We may elect to use an automated system administered by our transfer agent
to tabulate stockholder votes.

What vote is required to pass proposals at the meeting?

An affirmative vote of a plurality of shares present or represented at our
annual meeting and voting is required for the election of directors. An
affirmative vote of a majority of shares present or represented at our annual
meeting and entitled to vote is required to increase the number of shares
reserved under our 1999 Stock Incentive Plan, to increase the amount by which
the number of shares reserved under our 1999 Stock Incentive Plan
automatically increases at the beginning of each year, to ratify KPMG LLP as
our independent auditors and to pass other routine proposals which are
presented at the meeting.

Who pays for this proxy solicitation?

We will bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of this proxy statement, the proxy and any
additional solicitation materials furnished to the stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, we may reimburse these persons for their costs in forwarding the
solicitation materials to such beneficial owners. The original solicitation of
proxies by mail may be supplemented by a solicitation by telephone, telegram
or other means by our directors, officers or employees. No additional
compensation will be paid to these individuals for any such services. Except
as described above, we do not presently intend to solicit proxies other than
by mail.

Our annual report for the fiscal year ended December 31, 1999 has been
mailed concurrently with the mailing of the notice of our annual meeting and
proxy statement to all stockholders entitled to notice of, and to vote at our
annual meeting. Our annual report is not incorporated into this proxy
statement and is not considered proxy soliciting material.

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PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Our board of directors is divided into three classes with staggered three-
year terms with each class consisting, as nearly as possible, of one-third of
the total number of directors. The number of directors is determined from time
to time by the board of directors and is currently fixed at five (5) members.
A single class of directors is elected each year at our annual meeting.
Subject to transition provisions, each director elected at each such meeting
will serve for a term ending on the date of the third annual meeting of
stockholders after his election and until his successor has been elected and
duly qualified.

One director is to be elected at this annual meeting to serve until the 2003
annual meeting, or until his or her successor is duly elected and qualified.
The nominee has agreed to serve if elected and the board of directors has no
reason to believe that he will be unable or unwilling to serve as a nominee or
as a director if elected. In the event, however, that he is unable or
unwilling to serve as a director at the time of the annual meeting, the
proxies may be voted for any substitute nominee designated by the present
board of directors or the proxy holders to fill such vacancy, or the size of
our board of directors may be reduced in accordance with our bylaws.

Unless otherwise instructed, the proxy holders will vote the proxies
received by them FOR the nominee named below. The candidate receiving the
highest number of affirmative votes of the shares entitled to vote at the
annual meeting will be elected as one of our directors. The proxies solicited
by this proxy statement may not be voted for more than one (1) nominee.

Set forth below is certain information concerning the nominee and the other
incumbent directors:

DIrector to be Elected at the 2000 Annual Meeting

Frederick J. Beste III. Mr. Beste has served as one of our directors since
April 1999, and he previously served as one of our directors from May 1995 to
April 1998. Mr. Beste has served as the President of the general partner of
the NEPA/Mid-Atlantic family of venture capital partnerships since May 1985.
From November 1981 to September 1984, Mr. Beste served as the chief executive
officer of Kentucky Highlands Investment Corp. He also serves on a number of
boards of directors, including: Allegheny Child Care Academy, Inc., Blue Rock
Management Corporation, Delex Systems, Inc., Medtrex, Inc., Outdoor Venture
Corporation, Form Design Corporation, Casecraft Corporation, NEPA II
Management Corporation, MAVF III Management Corporation, Storeroom Solutions,
Inc. and the NET Ben Franklin Technology Center. Mr. Beste holds a B.A. in
Economics from Stetson University.

Mr. Beste is a member of the compensation committee of the Board of
Directors, but holds no other position or offices of the Company. Mr. Beste
will be 54 years old on the date of the annual meeting.

Directors Whose Terms Expire in 2001

Peter X. Blumenwitz. Mr. Blumenwitz has served as one of our directors since
April 1999. Since August 1997, Mr. Blumenwitz has served as Assistant Director
of Apax Partners & Co. Beteilgungsberatung A.G., a European private equity
firm. From June 1993 to August 1997, Mr. Blumenwitz served as an Investment
Manager for Technologieholding VC GmbH, a German venture capital firm and KBG,
a quasi-governmental investment firm. Prior to June 1993, he served as a
credit analyst for Allgemeine Kredit, a credit insurer based in Germany. Mr.
Blumenwitz also serves on the boards of directors of ENBA p.l.c., Dublin,
Ireland and iMediation S.A., Paris, France. Mr. Blumenwitz holds a B.S. in
business administration from the Fachhochschule Munich.

Francis E.J. Wilde III. Mr. Wilde joined us in August 1997 as our President
and one of our directors. In April 1998, Mr. Wilde was appointed as our Chief
Executive Officer. Prior to joining us, from March 1995 to

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August 1997, Mr. Wilde served as Vice President of Academic Systems
Corporation, an instructional software company. From January 1994 to March
1995, Mr. Wilde served as the Senior Vice President of Summa Graphics
Corporation, a computer-aided design graphics peripherals company. From
January 1993 to December 1993, Mr. Wilde served as the Chief Executive Officer
of Collaborative Technology Corporation, an electronic meeting software
company. Mr. Wilde holds a B.A. in Business Administration from Seton Hall
University.

Directors Whose Terms Expire in 2002

Walter L. Threadgill. Mr. Threadgill has served as one of our directors
since January 1998. Since February 1996, Mr. Threadgill has served as General
Managing Partner of Atlantic Coastal Ventures, L.P., a venture capital firm.
Since June 1979, Mr. Threadgill has also served as President and Chief
Executive Officer of Multimedia Broadcast Investment Corporation (or MBIC), a
venture capital company specializing in broadcast financing. Prior to forming
MBIC, Mr. Threadgill was Divisional Vice President of Fiduciary Trust Company
in New York and Senior Vice President, Chief Operating Officer of United
National Bank in Washington, D.C. He also serves on several boards of
directors including: ICG Communications, Inc., Citywide Broadcasting, Inc. and
Unisource Network Services, Inc. Mr. Threadgill holds a B.A. in Business
Administration from Bernard M. Baruch College, City University of New York, an
M.B.A. from Long Island University and an M.A. in International and
Telecommunications Law from Antioch School of Law.

Paul A. Vais. Mr. Vais has served as one of our directors since April 1998.
Mr. Vais has been a Managing Director of Patricof & Co. Ventures, Inc., a
venture capital firm, since March 1997. From March 1995 to December 1996, Mr.
Vais served as Vice President of Enterprise Partners V.C., a venture capital
firm. From October 1994 to March 1995, Mr. Vais served as a consultant for
International Business Machines and several early stage companies, providing
expertise in strategic marketing and technology development. Mr. Vais also
worked at NeXT Computer, Inc., from July 1988 to October 1994, where he served
as the Executive Director of Worldwide Marketing, and with Apollo Computer, an
engineering workstation company. Mr. Vais serves as a director and is a member
of the Office of the Chairman for LinuxCare and a director of Icarian, Inc.,
Oblix, Inc. and InfoLibria, Inc. Mr. Vais holds an B.A. in Computer Science
from the University of California at Berkeley.

BOARD COMMITTEES

Our board of directors held ten meetings during 1999. All directors attended
75% or more meetings of the board and the meetings of the committees of the
board of directors on which they served.

The audit committee currently consists of Walter Threadgill and Paul Vais
and met one time during 1999. The audit committee reviews and supervises our
financial controls, including the selection of our auditors, reviews the books
and accounts, meets with our officers regarding our financial controls, acts
upon recommendations of auditors and takes further actions as the audit
committee deems necessary to complete an audit of our books and accounts, as
well as other matters that may come before it or as directed by the board.

The compensation committee currently consists of Frederick Beste and Paul
Vais and met numerous times during 1999. The compensation committee reviews
and approves the compensation and benefits for our executive officers,
administers our stock plans and performs other duties as may from time to time
be determined by the board.

DIRECTOR COMPENSATION

Directors who are not currently employees of the Company are eligible to
receive discretionary option grants and stock issuances under our 1999 Stock
Incentive Plan for their service on the board of directors. These directors
were entitled to each receive an option to purchase 20,000 shares upon the
closing of our initial public offering in July 1999, and will each receive
grants of 5,000 options at each annual meeting of stockholders while

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they serve as directors, including the annual meeting to which this proxy
statement relates. Each current board member waived his right to receive the
option to purchase 20,000 shares of Ravisent common stock. These directors do
not receive any monetary compensation for their services, but are reimbursed
for reasonable expenses relating to their service on the board of directors.

OTHER INFORMATION

There are no family relationships among any of our directors or executive
officers.

Our Board of Directors recommends a vote "FOR" the election of the nominee
named above.

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PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO THE
1999 STOCK INCENTIVE PLAN
RELATING TO AN INCREASE IN THE SHARE RESERVE

You are being asked to approve an amendment to our 1999 Stock Incentive
Plan, or the Plan, which will increase the number of shares of common stock
reserved for issuance under the Plan by an additional 500,000 shares.

Our board of directors adopted the amendment on May 2, 2000, subject to
stockholder approval at this Meeting.

Our board believes the amendment is necessary to assure that a sufficient
reserve of common stock remains available for issuance under the Plan in order
to allow us to continue to utilize equity incentives to attract and retain the
services of key individuals essential to our long-term growth and financial
success. We rely significantly on equity incentives in the form of stock
option grants in order to attract and retain key employees and believe that
such equity incentives are necessary for us to remain competitive in the
marketplace for executive talent and other key employees. Option grants made
to newly-hired or continuing employees will be based on both competitive
market conditions and individual performance.

The following is a summary of the principal features of the Plan, as most
recently amended. If you wish to obtain a copy of the actual plan document,
you may do so upon written request to our Chief Financial Officer at One Great
Valley Parkway, Malvern, PA 19355.

Equity Incentive Programs

The Plan consists of three (3) separate equity incentive programs: (i) the
Discretionary Option Grant Program, (ii) the Stock Issuance Program and (iii)
the Automatic Option Grant Program for non-employee board members. The
principal features of each program are described below. The compensation
committee of our board will have the exclusive authority to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to option
grants and stock issuances made to our executive officers and non-employee
board members and will also have the authority to make option grants and stock
issuances under those programs to all other eligible individuals. However, our
board may at any time appoint a secondary committee of one or more board
members to have separate but concurrent authority with the compensation
committee to make option grants and stock issuances under those two programs
to individuals other than our executive officers and non-employee board
members.

The term "Plan Administrator," as used in this summary, will mean the
compensation committee and any secondary committee, to the extent each such
entity is acting within the scope of its administrative jurisdiction under the
Plan. However, neither the compensation committee nor any secondary committee
will exercise any administrative discretion under the Automatic Option Grant
Program. All grants under those programs will be made in strict compliance
with the express provisions of such programs.

Share Reserve

At present, there is a total of 3,383,529 shares of common stock reserved in
the aggregate for issuance over the term of the Plan. Such share reserve
consists of (i) the 2,725,000 shares initially reserved for issuance under the
Plan, plus (ii) the 158,529 share increase effected on January 3, 2000
pursuant to the automatic share increase provision plus (iii) the additional
increase of 500,000 shares of common stock which forms part of this proposal.
In addition, upon stockholder approval of Proposal 3 below, the number of
shares of common stock reserved for issuance under the Plan will automatically
increase on the first trading day of January each calendar year, beginning in
calendar year 2001 by an amount equal to three percent (3%) of the total
number of shares of

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common stock outstanding on the last trading day in December of the preceding
calendar year, but in no event will any such annual increase exceed 600,000
shares of common stock.

No participant in the Plan may receive option grants, separately exercisable
stock appreciation rights or direct stock issuances for more than 700,000
shares of common stock in the aggregate per calendar year. Stockholder
approval of this proposal will also constitute a reapproval of the 700,000-
share limitation for purposes of Internal Revenue Code Section 162(m).

The shares of common stock issuable under the Plan may be drawn from shares
of authorized but unissued shares of such common stock or from shares of such
common stock reacquired by us, including shares repurchased on the open
market.

In the event any change is made to the outstanding shares of common stock by
reason of any recapitalization, stock dividend, stock split, combination of
shares, exchange of shares or other change in corporate structure effected
without receipt of consideration, appropriate adjustments will be made to the
securities issuable under the Plan (in the aggregate, annually and to each
participant) and the securities and the exercise price per share in effect
under each outstanding option.

Eligibility

Officers and employees, non-employee board members and independent
consultants in the service of the company or its parent and subsidiaries
(whether now existing or subsequently established) will be eligible to
participate in the Discretionary Option Grant and Stock Issuance Programs.
Non-employee members of the board will also be eligible to participate in the
Automatic Option Grant Program.

As of April 28, 2000, six (6) executive officers, four (4) non-employee
board members and approximately one-hundred and fifty (150) other employees
and consultants were eligible to participate in the Discretionary Option Grant
and Stock Issuance Programs. The four (4) non-employee board members were also
eligible to participate in the Automatic Option Grant Program.

Valuation

The fair market value per share of common stock on any relevant date under
the Plan will be deemed to be equal to the closing selling price per share on
that date on the Nasdaq National Market. On April 28, 2000 the fair market
value per share determined on such basis was $6 7/8.

Discretionary Option Grant Program

The Plan Administrator will have complete discretion under the Discretionary
Option Grant Program to determine which eligible individuals are to receive
option grants, the time or times when those grants are to be made, the number
of shares subject to each such grant, the status of any granted option as
either an incentive stock option or a non-statutory option under the federal
tax laws, the vesting schedule (if any) to be in effect for the option grant
and the maximum term for which any granted option is to remain outstanding.

Each granted option will have an exercise price per share no less than the
fair market value of the option shares on the grant date unless otherwise
determined by the Plan Administrator. No granted option will have a term in
excess of ten (10) years, and the option will generally become exercisable in
one or more installments over a specified period of service measured from the
grant date.

Upon cessation of service, the optionee will have a limited period of time
in which to exercise any outstanding option to the extent exercisable for
vested shares. The Plan Administrator will have complete discretion to extend
the period following the optionee's cessation of service during which his or
her outstanding options may be exercised and/or to accelerate the
exercisability or vesting of such options in whole or in part.

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Such discretion may be exercised at any time while the options remain
outstanding, whether before or after the optionee's actual cessation of
service.

In addition, the Plan Administrator is authorized to issue stock
appreciation rights in connection with option grants made under the
Discretionary Option Grant Program which provide the holders with the right to
surrender their options for an appreciation distribution from us. The amount
of such distribution will be equal to the excess of (i) the fair market value
of the vested shares of common stock subject to the surrendered option over
(ii) the aggregate exercise price payable for such shares. Such appreciation
distribution may, at the discretion of the Plan Administrator, be made in cash
or in shares of common stock. The Plan Administrator may also grant limited
stock appreciation rights to our officers as part of their option grants that
may be surrendered to us upon the successful completion of a hostile take-
over. In return for the surrendered option, the officer will be entitled to a
cash distribution from us in an amount per surrendered option share equal to
the excess of (i) the take-over price per share over (ii) the exercise price
payable for such share.

The Plan Administrator also has the authority to effect the cancellation of
any or all options outstanding under the Discretionary Option Grant Program
and to grant, in substitution therefor, new options covering the same or a
different number of shares of common stock but with an exercise price per
share based upon the fair market value of the option shares on the new grant
date.

Stock Issuance Program

Shares of common stock may be issued under the Stock Issuance Program at a
price per share no less than fair market value unless otherwise determined by
the Plan Administrator. The shares may also be issued as a bonus for past
services without any cash outlay required of the recipient. The shares issued
may be fully vested upon issuance or may vest upon the completion of a
designated service period or the attainment of pre-established performance
goals. The Plan Administrator will, however, have the discretionary authority
at any time to accelerate the vesting of any and all unvested shares
outstanding under the Stock Issuance Program.

Automatic Option Grant Program

Under the Automatic Option Grant Program, eligible non-employee board
members will receive a series of option grants over their period of board
service. Each non-employee board member will, at the time of his or her
initial election or appointment to the board, receive an option grant for
20,000 shares of common stock, provided such individual has not previously
been in our employ. In addition, on the date of each Annual Stockholders
Meeting, each individual who is to continue to serve as a non-employee board
member will automatically be granted an option to purchase 5,000 shares of
common stock, provided he or she has served as a non-employee board member for
at least six (6) months. There will be no limit on the number of such 5,000-
share option grants any one eligible non-employee board member may receive
over his or her period of continued board service, and non-employee board
members who have previously been in our employ will be eligible to receive one
or more such annual option grants over their period of board service.

Stockholder approval of this proposal will also constitute pre-approval of
each option granted under the Automatic Option Grant Program on or after the
date of the Annual Stockholders Meeting and the subsequent exercise of that
option in accordance with the terms of the program summarized below.

Each automatic grant will have an exercise price per share equal to the fair
market value per share of common stock on the grant date and will have a
maximum term of 10 years, subject to earlier termination following the
optionee's cessation of board service. Each automatic option will be
immediately exercisable for all of the option shares; however, any unvested
shares purchased under such option will be subject to repurchase by the
company, at the exercise price paid per share, should the optionee cease board
service prior to vesting in those shares. The shares subject to each initial
20,000-share automatic option grant will vest in a series of four (4)
successive equal annual installments upon the optionee's completion of each
year of board service over the four (4)-year period measured from the grant
date. The shares subject to each annual 5,000-share automatic grant

8
<PAGE>

will vest upon the optionee's completion of one (1)-year of board service
measured from the grant date. However, the shares subject to each outstanding
automatic option grant will immediately vest in full upon certain changes in
control or ownership of the company or upon the optionee's death or disability
while a board member. Following the optionee's cessation of board service for
any reason, each option will remain exercisable for a 12-month period and may
be exercised during that time for any or all shares in which the optionee is
vested at the time of such cessation of board service.

Each option granted under the Automatic Option will include a limited stock
appreciation right. Upon the successful completion of a hostile tender offer
for more than fifty percent (50%) of the outstanding voting securities or a
change in a majority of the board as a result of one or more contested
elections for board membership, each outstanding option under the Automatic
Option Grant may be surrendered to us in return for a cash distribution. The
amount of the distribution per surrendered option share will be equal to the
excess of (i) the fair market value per share at the time the option is
surrendered or, if greater, the tender offer price paid per share in the
hostile take-over over (ii) the exercise price payable per share under such
option.

Stockholder approval of this proposal will also constitute pre-approval of
each limited stock appreciation right granted under the Automatic Option Grant
and the subsequent exercise of that right in accordance with the foregoing
terms.

General Provisions

Acceleration

In the event that we are acquired by merger or asset sale, each outstanding
option under the Discretionary Option Grant Program which is not assumed or
replaced by the successor corporation will automatically accelerate in full,
and all unvested shares outstanding under the Discretionary Option Grant and
Stock Issuance Programs will immediately vest, except to the extent our
repurchase rights with respect to those shares are to be assigned to the
successor corporation.

The Plan Administrator will have the authority under the Discretionary
Option Grant Program to provide that options will vest immediately upon (i) an
acquisition, whether or not the options are to be assumed, (ii) upon a change
in control (whether effected through the successful completion of a tender
offer for more than 50% of our outstanding voting stock or a change in the
majority of the board effected through one or more contested elections for
board membership) or (iii) a subsequent termination of the optionee's service
within a designated period following an acquisition in which those options are
assumed on a the change in control. The vesting of outstanding options under
the Stock Issuance Program may be accelerated upon certain terms and
conditions.

The acceleration of vesting in the event of a change in the ownership or
control of the company may be seen as an anti-takeover provision and may have
the effect of discouraging a merger proposal, a takeover attempt or other
efforts to gain control of the company.

Financial Assistance

The Plan Administrator may institute a loan program to assist one or more
participants in financing the exercise of outstanding options under the
Discretionary Option Grant Program or the purchase of shares under the Stock
Issuance Program through full-recourse interest-bearing promissory notes.
However, the maximum amount of financing provided any participant may not
exceed the cash consideration payable for the issued shares plus all
applicable taxes incurred in connection with the acquisition of those shares.

Special Tax Election

The Plan Administrator may provide one or more holders of non-statutory
options or unvested share issuances under the Plan with the right to have us
withhold a portion of the shares otherwise issuable to such

9
<PAGE>

individuals in satisfaction of the withholding taxes to which such individuals
become subject in connection with the exercise of those options or the vesting
of those shares. Alternatively, the Plan Administrator may allow such
individuals to deliver previously acquired shares of common stock in payment
of such withholding tax liability.

Amendment and Termination

The board may amend or modify the Plan at any time, subject to any required
stockholder approval pursuant to applicable laws and regulations. Unless
sooner terminated by the board, the Plan will terminate on the earliest of (i)
April 20, 2009, (ii) the date on which all shares available for issuance under
the Plan have been issued as fully-vested shares or (iii) the termination of
all outstanding options in connection with certain changes in control or
ownership of the company.

Stock Awards

The table below shows, as to our Chief Executive Officer ("CEO"), our four
other most highly compensated executive officers (with base salary and bonus
for the past fiscal year in excess of $100,000) and the other individuals and
groups indicated, the number of shares of common stock subject to option
grants made under the Plan from January 1, 1999 through April 28, 2000,
together with the weighted average exercise price payable per share. We have
not made any direct stock issuances to date under the Plan.

OPTION TRANSACTIONS

<TABLE>
<CAPTION>
Weighted
Number of Shares Average
Underlying Exercise Price
Name and Position Options Granted (#) Per Share ($)
----------------- ------------------- --------------
<S> <C> <C>
Francis E.J. Wilde III...................... 151,041 $10.15
Chief Executive Officer, President, and
Director
Jason C. Liu................................ 33,874 $20.08
Former Chief Financial Officer, Senior Vice
President, Corporate Services and Secretary
Michael R. Harris........................... 1,041 $ 2.52
Chief Technology Officer
Ned E. Barlas............................... 33,333 $10.20
Chief Legal Officer, Vice President, and
General Counsel
Sharon K. Taylor............................ 52,457 $ 9.84
Former Vice President, Product Management
Frederick J. Beste III...................... 0* 0
Director
Peter X. Blumenwitz......................... 0* 0
Director
Walter L. Threadgill........................ 0* 0
Director
Paul A. Vais................................ 0* 0
Director
All current executive officers as a
group(5)................................... 271,747 $28.10
All current non-employee directors as a
group(4)................................... 0 0
All employees, including current officers
who are not executive officers,
as a group................................. 783,137 $13.13
</TABLE>
- --------
* The non-employee Directors have waived their initial automatic grant of
20,000 shares.

10
<PAGE>

As of April 28, 2000, 2,034,352 shares of common stock were subject to
outstanding options under the Plan, out of the outstanding options, 292,331
shares of common stock had been issued under the Plan; and 1,349,177 shares of
common stock remained available for future issuance, assuming stockholder
approval of this proposal.

Federal Income Tax Consequences

Option Grants

Options granted under the Plan may be either incentive stock options which
satisfy the requirements of Section 422 of the Internal Revenue Code or non-
statutory options which are not intended to meet such requirements. The
Federal income tax treatment for the two types of options differs as follows:

Incentive Options. No taxable income is recognized by the optionee at the
time of the option grant, and no taxable income is generally recognized at the
time the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise made
the subject of a taxable disposition. For Federal tax purposes, dispositions
are divided into two categories: (i) qualifying and (ii) disqualifying. A
qualifying disposition occurs if the sale or other disposition is made after
the optionee has held the shares for more than two (2) years after the option
grant date and more than one (1) year after the exercise date. If either of
these two holding periods is not satisfied, then a disqualifying disposition
will result.

Upon a qualifying disposition, the optionee will recognize long-term capital
gain in an amount equal to the excess of (i) the amount realized upon the sale
or other disposition of the purchased shares over (ii) the exercise price paid
for the shares. If there is a disqualifying disposition of the shares, then
the excess of (i) the fair market value of those shares on the exercise date
over (ii) the exercise price paid for the shares will be taxable as ordinary
income to the optionee. Any additional gain or loss recognized upon the
disposition will be recognized as a capital gain or loss by the optionee.

If the optionee makes a disqualifying disposition of the purchased shares,
then the company will be entitled to an income tax deduction, for the taxable
year in which such disposition occurs, equal to the excess of (i) the fair
market value of such shares on the option exercise date over (ii) the exercise
price paid for the shares. If the optionee makes a qualifying disposition, the
company will not be entitled to any income tax deduction.

Non-Statutory Options. No taxable income is recognized by an optionee upon
the grant of a non-statutory option. The optionee will in general recognize
ordinary income, in the year in which the option is exercised, equal to the
excess of the fair market value of the purchased shares on the exercise date
over the exercise price paid for the shares, and the optionee will be required
to satisfy the tax withholding requirements applicable to such income.

If the shares acquired upon exercise of the non-statutory option are
unvested and subject to repurchase by the company in the event of the
optionee's termination of service prior to vesting in those shares, then the
optionee will not recognize any taxable income at the time of exercise but
will have to report as ordinary income, as and when our repurchase right
lapses, an amount equal to the excess of (i) the fair market value of the
shares on the date the repurchase right lapses over (ii) the exercise price
paid for the shares. The optionee may, however, elect under Section 83(b) of
the Internal Revenue Code to include as ordinary income in the year of
exercise of the option an amount equal to the excess of (i) the fair market
value of the purchased shares on the exercise date over (ii) the exercise
price paid for such shares. If the Section 83(b) election is made, the
optionee will not recognize any additional income as and when the repurchase
right lapses.

The company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the optionee with respect to the exercised
non-statutory option. The deduction will in general be allowed for the taxable
year of the company in which such ordinary income is recognized by the
optionee.

11
<PAGE>

Stock Appreciation Rights

No taxable income is recognized upon receipt of a stock appreciation right.
The holder will recognize ordinary income, in the year in which the stock
appreciation right is exercised, in an amount equal to the excess of the fair
market value of the underlying shares of common stock on the exercise date
over the base price in effect for the exercised right, and the holder will be
required to satisfy the tax withholding requirements applicable to such
income.

The company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the holder in connection with the exercise of
the stock appreciation right. The deduction will be allowed for the taxable
year in which such ordinary income is recognized.

Direct Stock Issuances

The tax principles applicable to direct stock issuances under the Plan will
be substantially the same as those summarized above for the exercise of non-
statutory option grants.

Deductibility of Executive Compensation

We anticipate that any compensation deemed paid in connection with the
disqualifying dispositions of incentive stock option shares or the exercise of
non-statutory options with exercise prices equal to the fair market value of
the option shares on the grant date will qualify as performance-based
compensation for purposes of Code Section 162(m) and will not have to be taken
into account for purposes of the $1 million limitation per covered individual
on the deductibility of the compensation paid to certain executive officers.
Accordingly, all compensation deemed paid with respect to those options will
remain deductible without limitation under Code Section 162(m).

Accounting Treatment

Option grants under the Plan with exercise prices equal to the fair market
value of the option shares on the grant date will not result in any direct
charge to our reported earnings. However, the fair value of those options is
required to be disclosed in the notes to our financial statements, and we must
also disclose, in footnotes to our financial statements, the pro-forma impact
those options would have upon our reported earnings were the fair value of
those options at the time of grant treated as a compensation expense. In
addition, the number of outstanding options may be a factor in determining our
earnings per share on a fully-diluted basis.

Option grants or stock issuances made under the Plan with exercise or issue
prices less than the fair market value of the shares on the grant or issue
date will result in a direct compensation expense to us in an amount equal to
the excess of such fair market value over the exercise or issue price. The
expense must be amortized against our earnings over the period that the option
shares or issued shares are to vest.

On March 31, 1999, the Financial Accounting Standards board issued an
exposure draft of a proposed interpretation of APB Opinion No. 25 governing
the accounting principles applicable to equity incentive plans. Under the
proposed interpretation, as subsequently modified on August 11, 1999, option
grants made to non-employee consultants (but not non-employee board members)
after December 15, 1998 will result in a direct charge to our reported
earnings based upon the fair value of the option measured initially as of the
grant date and then subsequently on the vesting date of each installment of
the underlying option shares. Such charge will accordingly include the
appreciation in the value of the option shares over the period between the
grant date of the option (or, if later, the effective date of the final
interpretation) and the vesting date of each installment of the option shares.
In addition, if the proposed interpretation is adopted, any options which are
repriced after December 15, 1998 will also trigger a direct charge to our
reported earnings measured by the appreciation in the value of the underlying
shares over the period between the grant date of the option (or, if later, the
effective date of the final amendment) and the date the option is exercised
for those shares.

12
<PAGE>

Should one or more individuals be granted tandem stock appreciation rights
under the Plan, then such rights would result in a compensation expense to be
charged against our reported earnings. Accordingly, at the end of each fiscal
quarter, the amount (if any) by which the fair market value of the shares of
common stock subject to such outstanding stock appreciation rights has
increased from the prior quarter-end would be accrued as compensation expense,
to the extent such fair market value is in excess of the aggregate exercise
price in effect for those rights.

New Plan Benefits

As of April 28, 2000, no stock options had been granted, and no shares of
common stock had been issued, on the basis of the share increase which is the
subject of this proposal.

Stockholder Approval

The affirmative vote of at least a majority of the outstanding shares of
common stock present in person or by proxy at the annual meeting and entitled
to vote is required for approval of the amendment to the Plan. Should such
stockholder approval not be obtained, then the 500,000-share increase to the
share reserve under the Plan will not be implemented, any stock options
granted under the Plan on the basis of this increase will immediately
terminate without ever becoming exercisable for the shares of common stock
subject to those options, and no additional options or stock issuances will be
made on the basis of such increase. The Plan will, however, continue in
effect, and option grants and direct stock issuances may continue to be made
under the Plan until all the shares available for issuance under the Plan
(including any share reserve increases on the basis of the one percent (1%)
annual evergreen increases in effect under the Plan prior to the Plan
amendment) has been issued pursuant to such option grants and direct stock
issuances. Approval or disapproval of this proposal is independent of approval
or disapproval of Proposal 3 and it is possible for either proposal or both
proposals to be approved or disapproved at our annual meeting.

Recommendation of the Board of Directors

Our Board of Directors recommends a vote "FOR" approval of this proposal.

13
<PAGE>

PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO THE
1999 STOCK INCENTIVE PLAN
RELATING TO THE AUTOMATIC SHARE INCREASE PROVISION

You are being asked to approve an amendment to the Plan which will increase
the automatic share increase provision so that the number of shares of common
stock available for issuance under the Plan will automatically increase on the
first trading day in January each year, beginning with the 2001 calendar year
from one percent (1%) to three percent (3%) of the shares of common stock
outstanding on the last trading day of December of the immediately preceding
calendar year, but in no event will any such annual increase exceed 600,000
shares of common stock.

Our board of directors adopted the amendment on May 2, 2000, subject to
stockholder approval at this Meeting.

Our board believes the amendment is necessary to assure that a sufficient
reserve of common stock remains available for issuance under the Plan in order
to allow us to continue to utilize equity incentives to attract and retain the
services of key individuals essential to our long-term growth and financial
success. Our board also believes that, given the usual insistence by
acquisition targets that we assume the target's outstanding options, the
shares which would be added to the reserve on an annual basis under our
current automatic share increase provision will be insufficient to allow us to
proceed with the full range of potential acquisitions that the board would be
inclined to pursue. Without an increase in this feature, our board believes
that its ability to consummate strategic acquisitions on commercially
reasonable terms, or at all, may be compromised.

See the description set forth under Proposal 2 above for a summary of the
principal features of the Plan, as most recently amended, including, among
other things, a description of the equity incentive programs which are a part
of the Plan, eligibility for each of these programs, valuation of stock and
rights granted under the Plan, the federal income tax consequences and
accounting treatment of options and other rights granted under the plan, a
description of stock awards made under the Plan to directors, selected members
of our senior management and certain other groups from January 1, 1999 through
April 28, 2000 and other related information.

Share Reserve

At present, there is a total of 3,383,529 shares of common stock reserved in
the aggregate for issuance over the term of the Plan. Such share reserve
consists of (i) the 2,725,000 shares initially reserved for issuance under the
Plan, plus (ii) the 158,529 share increase effected on January 3, 2000
pursuant to the automatic share increase provision plus (iii) the additional
increase of 500,000 shares of common stock which forms part of Proposal 2,
described above. In addition, upon stockholder approval of this proposal, the
number of shares of common stock reserved for issuance under the Plan will
automatically increase on the first trading day of January each calendar year,
beginning in calendar year 2001 by an amount equal to three percent (3%) of
the total number of shares of common stock outstanding on the last trading day
in December of the preceding calendar year, but in no event will any such
annual increase exceed 600,000 shares of common stock.

14
<PAGE>

New Plan Benefits

As of April 28, 2000, no stock options had been granted, and no shares of
common stock had been issued, on the basis of the share increase which is the
subject of this proposal.

Stockholder Approval

The affirmative vote of at least a majority of the outstanding shares of
common stock present in person or by proxy at the annual meeting and entitled
to vote is required for approval of the amendment to the Plan. Should such
stockholder approval not be obtained, then the increase in the automatic share
increase provision of the Plan will not be implemented. The Plan will,
however, continue in effect, and option grants and direct stock issuances may
continue to be made under the Plan until all the shares available for issuance
under the Plan (including any share reserve increases on the basis of the one
percent (1%) annual evergreen increases in effect under the Plan prior to the
Plan amendment) has been issued pursuant to such option grants and direct
stock issuances. Approval or disapproval of this proposal is independent of
approval or disapproval of Proposal 2 and it is possible for either proposal
or both proposals to be approved or disapproved at our annual meeting.

Recommendation of the Board of Directors

Our Board of Directors recommenes a vote "FOR" approval of this proposal.

15
<PAGE>

PROPOSAL NO. 4:

RATIFICATION OF APPOINTMENT OF AUDITORS

KPMG LLP has been selected by our board of directors as our independent
auditors for the year ending December 31, 2000. If ratification of this
selection of auditors is not approved by a majority of the shares of common
stock voting thereon, management will review our future selection of auditors.

Representatives of KPMG LLP are expected to be present at our annual meeting
and will have the opportunity to make a statement if they desire to do so.
They are also expected to be available to respond to appropriate questions.

Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of KPMG LLP as our independent auditors for
the current year.

Stockholder Approval

The ratification of the appointment of KPMG LLP as our independent auditors
for the year ending December 31, 2000 requires the affirmative vote of the
holders of a majority of the shares of our common stock present at our annual
meeting in person or by proxy and entitled to vote.

Our board of directors recommends a vote "FOR" ratification of the
appointment of KPMG LLP as our independent auditors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect
to the beneficial ownership of our common stock as of April 28, 2000, except
as noted in the footnotes below by:

. all persons who are beneficial owners of 5% or more of our common stock;
each director;

. our chief executive officer and the four other most highly compensated
executive officers for the year ended December 31, 1999, whose salary
and bonus exceeded $100,000; and

. all directors and executive officers as a group.

. The number of shares beneficially owned and the percentage of shares
beneficially owned prior to the offering are based on [16,191,022]
shares outstanding as of April 28, 2000. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to such
shares. All shares of common stock subject to options currently
exercisable or exercisable within 60 days after April 28, 2000 are
deemed to be outstanding and to be beneficially owned by the person
holding such options for the purpose of computing the number of shares
beneficially owned and the percentage ownership of such person, but are
not deemed to be outstanding and to be beneficially owned for the
purpose of computing the percentage ownership of any other person.
Except as indicated in the footnotes to the table and subject to
applicable community property laws, based on information provided by the
persons named in the table, such persons have sole voting and investment
power with respect to all shares of common stock shown as beneficially
owned by them. Unless otherwise indicated, each of the stockholders has
sole voting and investment power with respect to the shares beneficially
owned, subject to community property laws, where applicable.

16
<PAGE>

<TABLE>
<CAPTION>
Number of Shares Percent Beneficially
Beneficially Owned Owned
------------------ --------------------
<S> <C> <C>
Entities affiliated with Patricof &
Co. Ventures, Inc.(1)................ 1,955,191 11.9%
Essex Investment Management Compa-
ny(2)................................ 1,512,415 9.3%
Frank E.J. Wilde III(3)............... 323,662 1.9%
Sharon K. Taylor(4)................... 57,295 *
Michael R. Harris(5).................. 521,292 3.9%
Jason C. Liu(6)....................... 203,066 1.1%
Ned E. Barlas(7)...................... 34,692 *
Frederick J. Beste III(8)............. 498,002 2.8%
Peter X. Blumenwitz(1)................ 1,955,191 11.9%
Walter L. Threadgill(9)............... 364,646 2.2%
Paul A. Vais(1)....................... 1,961,418 11.9%
All directors and executive officers
as a group (9 persons)(10)........... 4,070,329 25%
</TABLE>
- --------
* Less than 1%.

Except as otherwise noted below, the address of each person listed on the
table is c/o RAVISENT Technologies Inc., One Great Valley Parkway, Malvern,
Pennsylvania, 19355.

(1) Principal Address is 445 Park Avenue, New York, NY 10022. Represents
187,657 shares of our common stock held by Coutts & Co. (Cayman) Ltd.;
362,521 shares of our common stock held by The P/A Fund III, L.P.; 602,410
shares of our common stock and warrants to purchase 245,181 shares of our
common stock at an exercise price of $0.06 per share held by Apax Germany
II L.P.; 20,332 shares of our common stock held by Patricof Private
Investment Club, L.P.; and 313,086 shares of our common stock held by APA
Excelsior IV, L.P. and 62,809 shares of our Common Stock held by APA
Excelsior IV Partners III, L.P. Mr. Vais is a Vice President of Patricof
Co. Ventures, Inc. and a director of RAVISENT. APA Excelsior IV Partners,
L.P. is the general partner of Coutts & Co. (Cayman) Ltd., Patricof
Private Investment Club, L.P. and APA Excelsior IV, L.P. APA Excelsior IV
Partners, L.P. has one general partner, Patricof & Co. Managers, Inc. The
sole shareholder of Patricof & Co. Managers, Inc. is Alan Patricof. APA
Pennsylvania Partners III, L.P. is the general partner of The P/A Fund
III, L.P. APA Pennsylvania Partners III, L.P. has one general partner,
Patricof & Co. Managers, Inc. whose sole shareholder is Alan Patricof.
Alan Patricof has sole voting and investment power over the shares held by
Coutts & Co. (Cayman) Ltd., Patricof Private Investment Club, L.P., APA
Excelsior IV, L.P. and The P/A Fund III, L.P. Apax Partners & Co.
(Germany) II, Ltd. is the managing general partner of Apax Germany II L.P.
Apax Partners & Co. (Germany) II, Ltd. has six directors: Alan Patricof,
Maurice Tchenio, Richard Rich, Ronald Cohen, Patrick de Giovanni and
Adrian Beecroft. Each of these directors shares voting and investment
power over the shares held by Apax Germany II L.P. Mr. Vais disclaims
beneficial ownership of all of our shares, except to the extent of his
pecuniary interest in Patricof Private Investment Club, L.P. Mr.
Blumenwitz is an Assistant Director of Apax Partners & Co.
Beteilgungsberatung A.G. and a director of RAVISENT. Mr. Blumenwitz
disclaims beneficial ownership of all of our shares, except to the extent
of his pecuniary interest in Apax Germany II L.P. Mr. Vais disclaims
beneficial ownership of all of our shares, except to the extent of his
pecuniary interest in Patricof Private Investment Club, L.P.

(2) Principal address is 125 High Street, Boston, Massachusetts, 02110.
Pursuant to a Schedule 13G, dated December 7, 1999, filed with the
Securities and Exchange Commission, Essex Investment Management Company
reported that as of January 6, 2000, it had sole voting power over 933,225
shares and sole dispositive power over all 1,512,915 shares.

(3) Includes 322,683 shares of our common stock issuable upon the exercise of
options that are exercisable within 60 days of April 28, 2000.

(4) Includes 55,993 shares of our common stock issuable upon the exercise of
options that are exercisable within 60 days of April 28, 2000.

17
<PAGE>

(5) Includes 239,811 shares of our common stock issuable upon the exercise of
options that are exercisable within 60 days of April 28, 2000.

(6) Includes 128,872 shares of our common stock issuable upon the exercise of
options that are exercisable within 60 days of April 28, 2000.

(7) Includes 33,333 shares of our common stock issuable upon the exercise of
options that are exercisable within 60 days of April 28, 2000.

(8) Principal address is 125 Goodman Drive, Bethlehem, PA 18015. Includes
450,005 shares of our Common Stock held by NEPA Venture Fund II, L.P. NEPA
Venture Fund, II, L.P. has one general partner, NEPA II Management
Partners L.P., that has three officers: Frederick Beste, Glen Bressner and
Marc Benson. Each of these officers shares voting and investment power
over the shares held by NEPA Venture Fund. Mr. Beste disclaims beneficial
ownership of all RAVISENT shares except to the extent of his pecuniary
interest in NEPA Venture Fund II, L.P.

(9) Principal Address is 3101 South Street N.W., Washington, D.C. 20007.
Includes 349,946 shares of our common stock held by Atlantic Coastal
Ventures, L.P. Mr. Threadgill is a General Partner of Atlantic Coastal
Ventures, L.P. and a director of RAVISENT. Mr. Threadgill shares voting
and investment power with Donald F. Greene, a General Partner of Atlantic
Coastal Ventures, L.P. over the shares held by Atlantic Coastal Ventures.
Mr. Threadgill disclaims beneficial ownership of all of our shares, except
to the extent of his pecuniary interest in Atlantic Coastal Ventures, L.P.

(10) Includes 886,955 shares of our common stock issuable upon the exercise of
options that are exercisable within 60 days of April 28, 2000.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive
officers as of May 15, 2000:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <S> <C>
Francis E.J. Wilde III.. 48 President, Chief Executive Officer and Director

Thomas J. Fogarty....... 37 Sr. Vice President, Corporate Services and Chief Financial Officer
(beginning on May 11, 2000)

Michael R. Harris....... 31 Sr. Vice President and Chief Technology Officer

Alan L. McCann.......... 36 Sr. Vice President and General Manager, Personal Computer Division

Gregory T. Quinn........ Sr. Vice President and General Manager, Internet Appliance Division

Ned E. Barlas........... 36 Vice President, Chief Legal Officer and Secretary
</TABLE>

Francis E.J. Wilde III. Mr. Wilde joined us in August 1997 as a director and
as President. In April 1998, Mr. Wilde was appointed Chief Executive Officer.
Prior to joining us, from March 1995 to August 1997, Mr. Wilde served as Vice
President of Academic Systems Corporation, an instructional software company.
From January 1994 to March 1995, Mr. Wilde served as the Senior Vice President
of Summa Graphics Corporation, a computer-aided design graphics peripherals
company. From January 1993 to December 1993, Mr. Wilde served as the Chief
Executive Officer of Collaborative Technology Corporation, an electronic
meeting software company. Mr. Wilde holds a B.A. in Business Administration
from Seton Hall University.

Thomas J. Fogarty. Mr. Fogarty is expected to join us on May 11, 2000 as
Senior Vice President, Corporate Services and Chief Financial Officer. Prior
to joining us, from September 1999 to May 2000, Mr. Fogarty served as Senior
Vice President and Chief Financial Officer of DecisionOne Corporation, the
largest independent provider of multivendor computer maintenance and
technology support services in North America. From January 1998 to August
1999, Mr. Fogarty served as Vice President and Treasurer of DecisionOne. From

18
<PAGE>

October 1995 to December 1997, Mr. Fogarty served as Treasurer of DecisionOne.
From 1984 to December 1994 he served in various management and staff positions
in the accounting and finance departments of Bell Atlantic Business Systems
Services, Inc., and its predecessor Sorbus, Inc. including Acting Chief
Financial Officer and was Treasurer at the time Bell Atlantic Business System
Services merged with Decision Servcom to become DecisionOne. Mr. Fogarty holds
both a B.B.A. in Accounting and an M.B.A. from the Wharton School at the
University of Pennsylvania.

Michael R. Harris. Mr. Harris is one of our co-founders. From May 1994 to
September 1995, he served as our Vice President of Engineering. In September
1995, he became Vice President of Technology and in September 1998, he became
the Chief Technology Officer. Prior to becoming one of our co-founders, from
January 1993 to May 1994, Mr. Harris served as Chief Executive Officer and
founder of Checkmate Technologies, a multimedia design consulting firm. Mr.
Harris holds a B.S. in Computer and Electrical Engineering from Purdue
University.

Alan L. McCann. Mr. McCann joined us in November 1999 as Senior Vice
President and General Manager, Personal Computing Division. Prior to joining
us, from May 1997 to November 1999, Mr. McCann served as Senior Director of
Marketing for the Board Division of ATI Technologies Inc, a personal computer
graphics company. From October 1995 to May 1997, Mr. McCann served as Director
of Marketing and General Manager for QMS Canada Inc., a digital printing
company. From 1987 to October 1995, Mr. McCann served in various sales and
marketing roles for Xerox Canada Inc., a digital business products and
services company. Mr. McCann holds a B.A.Sc. in Computer/Electrical
Engineering from the University of Waterloo, Waterloo, Canada, and an M.B.A.
from York University, Toronto, Canada.

Gregory T. Quinn. Mr. Quinn joined us in September 1999 as Vice President of
Sales and Marketing. In November 1999, he became the Vice President and
General Manager, Internet Appliance Division. Mr. Quinn was promoted in April
2000 to Senior Vice President and General Manager, Internet Appliance
Division. Prior to joining us, from March of 1999 to September of 1999, Mr.
Quinn served as Vice President of Sales for SCM Corporation. From January 1998
to March 1999, Mr. Quinn served as Vice President of Cybersource Corporation,
an eCommerce infrastructure provider. From January 1994 to January 1998, Mr.
Quinn held several executive positions including Vice President and General
Manager of European Channel Operations for Unysis Corporation. Mr. Quinn has a
B.S. from Louisiana Tech University in Marketing and Management.

Ned E. Barlas. Mr. Barlas joined us in June 1999 as Vice President and Chief
Legal Officer, and in May 2000 became Secretary. Prior to joining us, from
March 1994 to June 1999, Mr. Barlas was an attorney associated with Panitch
Schwarze Jacobs & Nadel, P.C., a law firm specializing in intellectual
property matters based in Philadelphia. From October 1990 to February 1994,
Mr. Barlas was a corporate attorney associated with Blank, Rome, Comisky &
McCauley, a general practice law firm based in Philadelphia. Mr. Barlas holds
a B.A. in Economics from Swarthmore College and a J.D. from the University of
Pennsylvania Law School.

Our officers are elected by the board of directors on an annual basis and
serve until their successors have been duly elected and qualified.

EXECUTIVE COMPENSATION

The following table sets forth compensation information with respect to the
compensation received for services rendered to us by our current chief
executive officer and each of the four other most highly compensated executive
officers for the year ended December 31, 1999, whose salary and bonus exceeded
$100,000.

19
<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Securities
Salary Compensation Underlying All Other
Name and Principal Position ($) Bonus ($) Options Compensation
--------------------------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Francis E.J. Wilde III......... $175,000 $103,750 151,041 --
Chief Executive Officer,
President and Director

Jason C. Liu(2)................ 130,209 31,875 34,375 --
Former Chief Financial
Officer, Senior Vice
President, Corporate Services
and Secretary

Michael R. Harris.............. 125,000 28,750 1,041 60,000(1)
Chief Technology Officer

Sharon Taylor(3)............... 119,375 29,125 52,456 --
Former Vice President, Product
Management

Ned E. Barlas.................. 70,319 7,813 --
Chief Legal Officer, Vice
President and General Counsel
</TABLE>
- --------
(1) Pursuant to an agreement with Mr. Harris, upon the consummation of our
initial public offering, we forgave outstanding indebtedness owed by Mr.
Harris to the company in the amount of ($60,000).
(2)Mr. Liu resigned in May 2000.
(3)Ms. Taylor resigned in February 2000.

OPTION GRANTS IN FISCAL YEAR 1999

The following table sets forth option grants for the year ended December 31,
1999 to our chief executive officer and each of the four other most highly
compensated executive officers for the year ended December 31, 1999, whose
salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
Potential
Realizable
Value Using
Assumed Annual
Rates of Stock
Price
Appreciation
for Option
Individual Grants Term(3)
--------------------------------------------------- ---------------
Number of
Securities Percent of Total Exercise
Underlying Options Granted to Price
Options Employees in Per-Share Expiration
Name Granted (#) Fiscal 1999 (%)(1) ($)(2) Date(2) 5% 10%
---- ----------- ------------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Francis E.J. Wilde III.. 1,041 0.07% 2.52 02/01/03 565 1,217
150,000 9.84 10.20 06/10/03 329,725 710,073
Jason C. Liu............ 1,041 0.07 2.52 02/01/03 565 1,217
21,334 1.40 10.20 06/10/03 46,896 100,991
12,000 0.79 38.75 10/15/03 100,210 215,807
Michael R. Harris....... 1,041 0.07 2.52 02/01/03 565 1,217
Ned E. Barlas........... 33,333 0.03 10.20 06/10/03 70,333 91,666
Sharon K. Taylor........ 2,457 0.16 2.52 02/01/03 1,334 2,874
49,999 3.28 10.20 06/10/03 109,906 236,686
</TABLE>

- --------
(1) Based on an aggregate of 1,524,113 options granted to employees,
consultants and directors during the year ended December 31, 1999.
(2) The exercise price may be paid in cash, with shares of common stock or
through a cashless exercise price. All options become exercisable over a
four-year period, with 25% of the shares vesting on the one year

20
<PAGE>

anniversary of the grant date and the remainder vesting in 36 equal monthly
installments. To the extent not already exercisable, all of these options
will become exercisable in the event we are acquired.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant, which is five years. It is calculated
assuming that the fair market value of our common stock on the date of
grant appreciates at the indicated annual rate compounded annually for the
entire term of the option and that the option is exercised and sold on the
last day of its term for the appreciated stock price.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation committee of our board of directors sets the compensation of
our chief executive officer, reviews the design, administration and
effectiveness of compensation programs for other key executives and approves
stock option grants for all executive officers. The committee is composed
entirely of outside directors.

Compensation Philosophy and Objectives

We operate in the extremely competitive and rapidly changing high technology
industry. The committee believes that the compensation programs for the
executive officers should be designed to attract, motivate and retain talented
executives responsible for our success and should be determined within a
competitive framework and based on the achievement of designated financial
targets, individual contribution, customer satisfaction and financial
performance relative to that of our competitors. Within this overall
philosophy, the committee's objectives are to:

. Offer a total compensation program that takes into consideration the
compensation practices of a group of specifically identified peer
companies and other selected companies with which we compete for
executive talent.

. Provide annual variable incentive awards that take into account our
overall financial performance in terms of designated corporate
objectives and the relative performance of the peer companies as well as
individual contributions.

. Align the financial interests of executive officers with those of
stockholders by providing significant equity-based, long-term
incentives.

Compensation Components and Process

The three major components of our executive officer compensation are: (i)
base salary, (ii) variable incentive awards and (iii) long-term, equity-based
incentive awards. The committee determines the compensation levels for the
executive officers with the assistance of our Human Resources Department,
which works with an independent consulting firm that furnishes the committee
with executive compensation data drawn from a nationally recognized survey of
similarly sized technology companies that have been identified as the peer
companies. The positions of our chief executive officer and executive officers
were compared with those of their counterparts at the peer companies, and the
market compensation levels for comparable positions were examined to determine
base salary, target incentives and total cash compensation. In addition, the
practices of the peer companies concerning stock option grants were reviewed
and compared.

Base Salary. The base salary for each executive officer is determined at
levels considered appropriate for comparable positions at the peer companies.
Our policy is to target base salary levels between the 50th and 75th
percentile of compensation practices at the peer companies.

Variable Incentive Awards. To reinforce the attainment of our goals, the
committee believes that a portion of the annual compensation of each executive
officer should be in the form of variable incentive pay. The annual incentive
pool for executive officers is determined on the basis of our achievement of
the financial performance targets established at the beginning of the fiscal
year and also includes a range for the executive's contribution

21
<PAGE>

and a strategic component tied to our performance relative to a select group
of competitors. The incentive plan sets a threshold level of performance based
on revenue that must be attained before any incentives are awarded. Once the
fiscal year's threshold is reached, specific formulas are in place to
calculate the actual incentive payment for each officer. A target is set for
each executive officer based on targets for comparable positions at the peer
companies and is stated in terms of an escalating percentage of the officer's
base salary for the year. In fiscal 1999, we achieved our corporate
performance targets as well as the strategic target tied to revenue
performance relative to the selected competitor group. Awards paid reflected
those results plus individual accomplishments of both corporate and functional
objectives and a component based upon customer satisfaction.

Long-Term, Equity-Based Incentive Awards. The goal of our long-term, equity-
based incentive awards is to align the interests of executive officers with
stockholders and to provide each executive officer with a significant
incentive to manage us from the perspective of an owner with an equity stake
in the business. The committee determines the size of long-term, equity-based
incentives according to each executive's position and sets a level it
considers appropriate to create a meaningful opportunity for stock ownership.
In addition, the committee takes into account an individual's recent
performance, his or her potential for future responsibility and promotion,
comparable awards made to individuals in similar positions with the peer
companies and the number of unvested options held by each individual at the
time of the new grant. The relative weight given to each of these factors
varies among individuals at the committee's discretion. During fiscal 1999,
the committee made option grants to Messrs. Wilde, Liu, Harris and Barlas and
Ms. Taylor under our 1999 Plan. Each grant allows the officer to acquire
shares of our common stock at a fixed price per share (the market price on the
grant date) over a specified period of time. Options granted to this group of
individuals in April 1999 and later vest in periodic installments over a four-
year period, contingent upon the executive officer's continued employment with
us. Accordingly, the option grants will provide a return only if the officer
remains with us and only if the market price appreciates over the option term.

CEO Compensation. The annual base salary for Mr. Wilde was established by
committee on Jan 1, 1999. The committee's decision was based on both Mr.
Wilde's performance of his duties and the salary levels paid to chief
executive officers of the peer companies. Mr. Wilde's 1999 fiscal year
incentive compensation was based on the actual financial performance of the
Company in achieving designated corporate objectives and attaining a strategic
revenue objective. Mr. Wilde's incentive compensation was based on the
incentive plan used for all executive officers and provided no dollar
guarantees. The option grant made to Mr. Wilde during the 1999 fiscal year was
awarded within substantially the same timeframe the committee granted stock
options to other employees under our broad-based stock option program. The
option grant made to Mr. Wilde was based upon his performance and leadership
with us and placed a significant portion of his total compensation at risk,
since the value of the option grant depends upon the appreciation of our
common stock over the option term.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation paid to certain of their executive
officers, to the extent that compensation exceeds $1 million per covered
officer in any fiscal year. The limitation applies only to compensation that
is not considered to be performance-based. Non-performance based compensation
paid to our executive officers for the 1999 fiscal year did not exceed the $1
million limit per officer, and the compensation committee does not anticipate
that the non- 1999 Plan has been structured so that any compensation deemed
paid in connection with the exercise of option grants made under that plan
with an exercise price equal to the fair market value of the option shares on
the grant date will qualify as performance-based compensation that will not be
subject to the $1 million limitation. Because it is unlikely that the cash
compensation payable to any of our executive officers in the foreseeable
future will approach the $1 million limit, the compensation committee has
decided at this time not to take any action to limit or restructure the
elements of cash compensation payable to our executive officers. The
compensation committee will reconsider this decision should the individual
cash compensation of any executive officer ever approach the $1 million level.

22
<PAGE>

Other Elements of Executive Compensation

Executives are eligible for corporation-wide medical and dental benefits and
participation in a 401(k) plan under which we currently provide no matching
contributions. In addition, executives participate in a corporation-wide short
and long-term disability insurance program and a group term life insurance
program.

It is the opinion of the committee that the executive compensation policies
and plans provide the necessary total remuneration program to properly align
our performance and interests of our stockholders through the use of
competitive and equitable executive compensation in a balanced and reasonable
manner, for both the short- and long-term.

Submitted by the Compensation
Committee of our Board of Directors

23
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The compensation committee of our board of directors was formed in April
1999, and the current members of the compensation committee are Messrs.
Frederick Beste and Paul Vais. Neither member of this committee was one of our
officers or employees at any time during 1999.

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

In August 1997, we entered into an employment letter agreement with Mr.
Wilde. The annual base salary for Mr. Wilde is $125,000 per annum. Under the
employment letter agreement, we paid $25,000 to Mr. Wilde as a signing bonus
and granted to Mr. Wilde a stock option to purchase 166,667 shares of our
common stock at an exercise price of $6.00 per share. These stock options have
fully vested. These stock options were regranted on September 23, 1998 at
$2.52 per share. In addition, in the event of a sale of all of the assets or a
merger in which we are not the surviving entity and in which we are valued at
$80,000,000 or more, Mr. Wilde is entitled to the greater of 2.5% of the
proceeds or $2,000,000 in cash.

In November 1997, we entered into an employment agreement with Mr. Harris,
in which we hired Mr. Harris as our Chief Technology Officer for a two year
term at a base salary of $125,000 per year, an annual cash bonus of $35,000
and incentive stock options to purchase up to 4,167 shares of common stock in
minimum blocks of 2,083 shares at an exercise price of $1.50 per share. His
agreement was extended until December 31, 2000. In addition, if Mr. Harris is
terminated for any reason other than gross malfeasance or gross nonfeasance,
he will be paid his then-current salary for six additional months. Finally, if
Mr. Harris is terminated, his options immediately vest.

In November 1997, we entered into an employment agreement with Mr. Liu, in
which we hired Mr. Liu as our Chief Financial Officer for a term of two years
at a base salary of $125,000 per year plus an annual cash bonus of $35,000 and
options to purchase up to 4,167 shares of common stock per year for
significant performance and an additional 2,083 shares of common stock for
exceptional performance. In addition, if Mr. Liu is terminated for any reason
other than gross malfeasance or gross nonfeasance, he will be paid his then-
current salary for six additional months. Mr. Liu will be paid this severance
amount commencing with his termination in May 2000.

In March 1999, we entered into an employment agreement with Ms. Taylor, in
which we hired Ms. Taylor as our Vice President of Product Management for a
two year term at a base salary of $125,000 per year, an annual cash bonus of
$25,000 for significant performance and an additional $12,500 for exceptional
performance and a secondary residence allowance of $920 per month. Pursuant to
the agreement, if we terminate Ms. Taylor for any reason other than gross
misfeasance or gross nonfeasance or if Ms. Taylor resigns, Ms. Taylor will be
paid her then-current salary and her options will continue to vest for six
months from the date of termination. Ms. Taylor was terminated in February
2000 and will receive the severance amount discussed above until August 2000.

In June 1999, we entered into an employment agreement with Mr. Barlas, in
which we hired Mr. Barlas as our Chief Legal Officer, Vice President and
General Counsel for a two year term at a base salary of $125,000 per year, an
annual cash bonus of $25,000 for significant performance and an additional
$12,500 for exceptional performance, options to purchase up to 33,333 shares
of common stock at an exercise price of $10.20 per share and an automobile
allowance of $500 per month. Pursuant to the agreement, if we terminate Mr.
Barlas for any reason other than gross misfeasance or gross nonfeasance or if
Mr. Barlas terminates his employment with us following a breach by us of a
material term of the agreement which is not cured within 30 days, Mr. Barlas
will be paid his then-current salary until the earlier of six months from the
date of termination or the date on which he commences employment of a
comparable nature, prestige and salary with another company.

See "Proposal No. 2: Approval Of Amendment to the 1999 Stock Incentive
Plan--Change in Control."

24
<PAGE>

PERFORMANCE GRAPH

The following graph shows comparison of the cumulative total stockholder
return on our common stock with that of the Nasdaq Stock Market (U.S.) Index
and the stocks included in the Standard and Poor's Computers (software and
services) index, for the period beginning July 15, 1999, the day our common
stock began trading, through December 31, 1999. The comparison for each of the
periods assumes that $100 was invested on July 15, 2000 in our Common Stock,
the stocks included in the Nasdaq Stock Market (U.S.) Index and the stocks
included in the Standard and Poor's Computer (Software & Services) company
index. These indices, which reflect formulas for dividend reinvestment and
weighing of individual stocks, do not necessarily reflect returns that could
be achieved by individual investor.

[GRAPH]
COMPARISON OF 5 MONTH CUMULATIVE TOTAL RETURN*
AMONG RAVISENT TECHNOLOGIES INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S&P COMPUTERS (SOFTWARE & SERVICES)INDEX
Cumulative Total Return
-----------------------
7/16/99 12/31/99
RAVISENT TECHNOLOGIES, INC. 100.00 320.32
NASDAQ STOCK MARKET (U.S.) 100.00 150.90
S&P COMPUTERS (SOFTWARE & SERVICES) 100.00 143.93

* $100 INVESTED ON 7/16/99 IN STOCK OR ON 6/30/99 IN INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS.

FISCAL YEAR ENDING DECEMBER 31.

Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933 or the Exchange Act that might
incorporate future filings, including this proxy statement, in whole or in
part, the preceding Compensation Committee Report on Executive Compensation
and the preceding Performance Graph shall not be incorporated by reference
into any such filings; nor shall such Report or graph be incorporated by
reference into any future filings.

25
<PAGE>

CERTAIN TRANSACTIONS

In April 1999, we entered into a letter agreement with Gregg W. Garnick, one
of our directors at the time, pursuant to which Mr. Garnick resigned as a
director and agreed to enter into a consulting agreement to perform marketing
and other special projects for a term expiring on February 21, 2000, seven
months following the closing of our initial public offering. In addition, we
accelerated 2,635 of Mr. Garnick's unvested options.

During 1999, we granted additional options and issued common stock to
certain of our executive officers and directors. See "Management--Director
Compensation," and "Executive Compensation."

During 1999, we entered into an indemnification agreement with each of our
executive officers and directors containing provisions that may require us,
among other things, to indemnify our officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a
culpable nature) and to advance expenses incurred as a result of any
proceeding against them as to which they could be indemnified.

On November 15, 1999, we loaned Alan McCann the sum of $288,808. Mr. McCann
executed a Promissory Note, whereby he will repay the amount of the loan plus
interest of eight percent (8%) in twenty-four equal installments of $12,996.
Additionally on November 29, 1999, we loaned Mr. McCann $200,000. Mr. McCann
executed a Promissory Note whereby he agreed to repay the loan amount by April
30, 2000. These loans were made to assist Mr. McCann in selling his home and
relocating his family in contemplation of employment with RAVISENT.

During 1999, we entered into non-competition and confidentiality agreements
with executive officers who began employment with us in 1999, including
Messrs. Barlas, McCann and Quinn.

We believe that all of the transactions set forth above were made on terms
no less favorable to us than could have been otherwise obtained from
unaffiliated third parties. All future transactions, including loans, if any,
between us and our officers, directors and principal stockholders and their
affiliates and any transactions between us and any entity with which our
officers, directors or 5% stockholders are affiliated will be approved by a
majority of the board of directors, including a majority of the independent
and disinterested outside directors of the board of directors and will be on
terms no less favorable to us than could be obtained from unaffiliated third
parties.

STOCKHOLDER PROPOSALS

To be included in the proxy statement and form of proxy relating to our
annual meeting to be held in 2001, a stockholder proposal must be received by
Ned E. Barlas, Chief Legal Officer, Vice President and General Counsel and
Secretary, RAVISENT Technologies Inc., One Great Valley Parkway, Malvern,
Pennsylvania 19355 no later than February 1, 2001. In addition, the proxy
solicited by the Board of Directors for the 2001 annual meeting will confer
discretionary authority to vote on any stockholder proposal presented at the
meeting unless we receive notice of such proposal not later than February 1,
2001.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers and 5% or greater stockholders
("Significant Stockholders") must file reports with the Securities and
Exchange Commission indicating the number of shares of our common stock they
beneficially own and any changes in their beneficial ownership. Copies of
these reports must be provided to us. Based on our review of these reports and
written representations from the persons required to file them, we believe
each of our directors, executive officers and significant stockholders filed
all the required reports during 1999, except for two Form 5s that were filed
late by Jason C. Liu and Alan L. McCann, respectively and a Form 13G that was
filed late by NEPA Venture Fund II, L.P. To our knowledge, during 1999, no
other person subject to the reporting requirement of Section 16(a) failed to
file or was delinquent in filing a required report.

26
<PAGE>

OTHER MATTERS

Our board of directors knows of no other business that will be presented to
our annual meeting. If any other business is properly brought before our
annual meeting, proxies in the enclosed form will be voted in respect thereof
in accordance with the recommendation of the Board of Directors. Discretionary
authority with respect to such other matters is granted by the execution of
the enclosed proxy.

It is important that the proxies be returned promptly and that your shares
be represented. You are urged to sign, date and promptly return the enclosed
proxy card in the enclosed envelope.

A copy of our annual report for the 1999 Fiscal Year has been mailed
concurrently with this proxy statement to all stockholders entitled to notice
of and to vote at the annual meeting. The annual report is not incorporated
into this proxy statement and is not considered proxy solicitation material.

We have filed an Annual Report on Form 10-K for the year ended December 31,
1999 with the Securities and Exchange Commission. You may obtain, free of
charge, a copy of the Form 10-K by writing to Thomas J. Fogarty, Sr. Vice
President, Corporate Services and Chief Financial Officer, RAVISENT
Technologies Inc., One Great Valley Parkway, Malvern, Pennsylvania 19355. Our
Form 10-K is also available through our website at www.ravisent.com.

By Order of the Board of Directors,

/s/ Ned E. Barlas
By: _________________________________
Ned E. Barlas
Secretary

Dated: May 15, 2000
Malvern, Pennsylvania

27
<PAGE>

RAVISENT TECHNOLOGIES INC.
PROXY

Annual Meeting of Stockholders, June 16, 2000

This Proxy is Solicited on Behalf of the Board of Directors of
RAVISENT TECHNOLOGIES INC.

The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held June 16, 2000 and the
proxy statement and appoints Thomas J. Fogerty and Ned E. Barlas, and each of
them, the proxy of the undersigned, with full power of substitution, to vote all
shares of common stock of RAVISENT Technologies Inc. (the "Company") that the
undersigned is entitled to vote, either on his or her own behalf or on behalf of
any entity or entities, at the annual meeting of stockholders of the Company to
be held at The Desmond Great Valley Hotel and Conference Center, One Liberty
Blvd., Malvern, PA 19355 on Friday, June 16, 2000 at 8:30 a.m. Eastern Standard
Time and at any adjournment or postponement thereof, with the same force and
effect as the undersigned might or could do if personally present thereat. The
shares represented by this proxy shall be voted in the manner set forth on the
reverse side.

<TABLE>
<S> <C> <C>
1. To elect a director to serve for a three-year term ending in the year 2003 or until a successor is duly
elected and qualified;

WITHHOLD
AUTHORITY
FOR TO VOTE
Frederick J. Beste III
--------------------- ---------------

2. FOR AGAINST ABSTAIN To approve an amendment to the Company's 1999 Stock Incentive Plan (the "1999
Plan") to increase the number of shares authorized for issuance over the term
of the 1999 Plan (prior to any annual automatic increase) by an additional
500,000______ shares.

3. FOR AGAINST ABSTAIN To approve an amendment to the 1999 Plan to increase the amount by which the
share reserve under the 1999 Plan automatically increases at the beginning of
each year from one percent (1%) of the total number of shares of outstanding
capital stock of the Company on the last trading day of each year
("Outstanding Shares") to three percent (3%) of the Outstanding Shares.

4. FOR AGAINST ABSTAIN To ratify the appointment of KPMG LLP as independent auditors of the Company
for the fiscal year ending December 31, 2000.

5. In accordance with the discretion of the proxy holders, to act upon all
matters incident to the conduct of the meeting and upon other matters as may
properly come before the meeting.
</TABLE>

The Board of Directors recommends a vote IN FAVOR OF the director
listed above and a vote IN FAVOR OF each of the listed proposals. This proxy,
when properly executed, will be voted as specified above. If no specification is
made, this proxy will be voted IN FAVOR OF the election of the director listed
above and IN FAVOR OF the other proposals.

<TABLE>
<S> <C>
Please print the name(s) appearing on each
share certificate(s) over which you have
voting authority:
-------------------------------------------------------------------------------
(Print name(s) on certificate)
Please sign your name: Date:
-------------------------------------------------------- --------------------------------------
(Authorized Signature(s))
</TABLE>