RAZORFISH INC, S-4/A, 1999-10-01

RAZORFISH INC
S-4/A, 1999-10-01
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE>

As Filed with the Securities and Exchange Commission on October 1, 1999

Registration No. 333-87031

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

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
RAZORFISH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0001075088 13-3804503
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
107 Grand Street, 3rd Floor
New York, New York 10013
(212) 966-5960
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Jeffrey A. Dachis
President and Chief Executive Officer
Razorfish, Inc.
107 Grand Street, 3rd Floor
New York, New York 10013
(212) 966-5960
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:
Mark L. Mandel, Esq. Peter B. Tarr, Esq.
Morrison & Foerster LLP Jeffrey A. Stein, Esq.
1290 Avenue of the Americas Hale and Dorr LLP
New York, New York 10104-0050 60 State Street
(212) 468-8000 Boston, Massachusetts 02109
(617) 526-6000
---------------
Approximate Date Of Commencement Of Proposed Sale Of The Securities To The
Public: At the effective time of the merger of a wholly owned subsidiary of the
Registrant with International Integration Incorporated, which shall occur as
soon as practicable after the effective date of this Registration Statement and
the satisfaction of all conditions to the closing of such merger.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering: [_]
---------------

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate Amount of
Title of each class of Amount to be offering price offering registration
securities to be registered registered(1) per share price(2) fee(3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A common stock, $.01 par value....... 21,356,655 shares Not applicable $527,909,829 $146,760
</TABLE>

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

(1) Based on the maximum number of shares to be issued in connection with the
merger, calculated as the product of (a) 24,407,606, the aggregate number
of shares of International Integration Incorporated common stock, par value
$0.01 per share, outstanding on September 16, 1999 (other than shares owned
by International Integration Incorporated, Ray Merger Sub, Inc., a wholly
owned subsidiary of the registrant, or the registrant) or issuable pursuant
to outstanding options prior to the date the merger is expected to be
consummated and (b) an exchange ratio of 0.875 shares of the registrant's
Class A common stock for each share of International Integration
Incorporated common stock.

(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act, and calculated pursuant to
Rule 457(f) under the Securities Act. Pursuant to Rule 457(f)(1) and Rule
457(c) under the Securities Act, the registration fee has been calculated
based on the average of the high and low sale prices of International
Integration Incorporated common stock as reported on The Nasdaq National
Market within 5 business days prior to the date of the filing of this
registration statement on September 13, 1999 and the filing of this
Amendment No. 1.

(3) $144,167 was previously paid.
<PAGE>

[LOGO OF RAZORFISH] [LOGO OF I-CUBE]
YOUR VOTE IS VERY IMPORTANT

The boards of directors of Razorfish, Inc. and International Integration
Incorporated, referred to in this joint proxy statement/prospectus as "i-Cube,"
agreed on a merger of Razorfish and i-Cube. If we complete the merger, i-Cube
stockholders will receive 0.875 shares of Razorfish Class A common stock for
each share of i-Cube common stock that they own. Razorfish Class A common stock
is traded on the Nasdaq National Market under the trading symbol "RAZF," and on
September 29, 1999, the price of Razorfish Class A common stock closed at
$44.50 per share. Razorfish stockholders will continue to own their existing
shares after the merger and will represent approximately 52.7%, on a fully
diluted basis, of the outstanding stock of Razorfish after the merger.

We cannot complete the merger unless the stockholders of i-Cube approve the
merger and the stockholders of Razorfish approve both the issuance of shares of
Razorfish stock to i-Cube stockholders in the merger and an increase in the
corporation's authorized common stock. The board of directors of Razorfish also
is submitting proposals to further increase the corporation's authorized common
stock and to amend Razorfish's 1999 Stock Incentive Plan. These two proposals
are not required to consummate the merger.

This joint proxy statement/prospectus provides you with detailed information
about the proposals. In addition, you may obtain information about our
companies from documents that we have filed with the Securities and Exchange
Commission. We encourage you to read this entire document carefully. In
particular, please consider the matters discussed under "Risk Factors" on Page
12 of the enclosed joint proxy statement/prospectus.

Whether or not you plan to attend a meeting, please take the time to vote by
completing and mailing the enclosed proxy card to us. Your vote is very
important.

Jeffrey A. Dachis Michael Pehl
President and Chief Executive Chairman and Chief Executive Officer
Officer International Integration
Razorfish, Inc. Incorporated

The joint proxy statement/prospectus is dated October 1, 1999, and was first
mailed to stockholders on or about October 4, 1999.
<PAGE>

International Integration Incorporated
(i-Cube)
101 MAIN STREET
CAMBRIDGE, MASSACHUSETTS 02142

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

NOTICE OF SPECIAL STOCKHOLDERS' MEETING

Date: November 2, 1999

Time: 10:00 A.M.

Place: Offices of Hale and Dorr LLP, 60 State Street,
Boston, Massachusetts 02109

At the meeting you will consider and vote on a proposal to approve the
merger agreement among Razorfish, Inc., Ray Merger Sub, Inc., a wholly owned
subsidiary of Razorfish, Inc., and i-Cube. Under the merger agreement, each
outstanding share of i-Cube common stock will convert into the right to receive
0.875 shares of Razorfish, Inc. Class A common stock.

We will transact no other business at the special meeting, except business
which may be properly brought before the special meeting or any adjournment or
postponement of the special meeting.

Only holders of record of shares of i-Cube common stock at the close of
business on September 29, 1999, the record date for the special meeting, are
entitled to notice of, and to vote at, the special meeting and any adjournment
or postponement of the special meeting.

Whether or not you plan to attend the special meeting, please complete, sign
and date the enclosed proxy and return it promptly in the enclosed postage-paid
envelope. You may vote in person at the special meeting, even if you have
returned a proxy. If you do not vote by proxy or in person at the special
meeting, it will count as a vote against the merger agreement.

Please do not send any stock certificates with your proxy cards at this
time.

By Order of the Board of Directors,

David M. Samuels, Secretary

Cambridge, Massachusetts

October 4, 1999
<PAGE>

Razorfish, Inc.
107 GRAND STREET, 3RD FLOOR
NEW YORK, NEW YORK 10013

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

NOTICE OF SPECIAL STOCKHOLDERS' MEETING

Date: November 2, 1999

Time: 10:00 A.M.

Place: Offices of Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104

At the meeting you will consider and vote on the following proposals:

1. To approve the issuance of shares of Razorfish Class A common stock to
the stockholders of i-Cube in the merger of i-Cube with Ray Merger Sub, Inc., a
wholly owned subsidiary of Razorfish. Under the merger agreement, each
outstanding share of i-Cube common stock will convert into the right to receive
0.875 shares of Razorfish Class A common stock;

2. To approve an amendment to the Certificate of Incorporation increasing
the number of authorized shares of Class A common stock by 21,356,655 shares
(the maximum number of shares to be issued by Razorfish in connection with the
merger) from 29,999,950 to 51,356,605 shares to enable us to consummate the
merger;

3. To approve an amendment to the 1999 Stock Incentive Plan to (A) increase
the number of shares of Class A common stock authorized for issuance under the
1999 Stock Incentive Plan by an additional 2,640,079 shares to 3,562,406 shares
to enable us to meet Razorfish's current obligations and our need for a bigger
incentive pool for the larger employee base after the merger and (B) limit to
500,000 the number of options and stock appreciation rights that may be awarded
to an employee in any one fiscal year of Razorfish to ensure compliance with
the requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended; and

4. To approve an amendment to the Certificate of Incorporation further
increasing the number of authorized shares of Class A common stock from
51,356,605 shares to 200,000,000 shares for use in acquisitions and for other
purposes.

We will transact no other business at the special meeting, except business
which may be properly brought before the special meeting or any adjournment or
postponement of the special meeting.

Only holders of record of shares of Razorfish Class A common stock at the
close of business on September 29, 1999, the record date for the special
meeting, are entitled to notice of, and to vote at, the special meeting and any
adjournment or postponement of the special meeting.

Please do not send any stock certificates with your proxy cards.

By Order of the Board of Directors,

Craig M. Kanarick, Secretary

New York, New York

October 4, 1999
<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE

This document includes information relating to i-Cube that has not been
delivered or presented to you, but is "incorporated by reference," which means
that we disclose information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is
considered a part of this joint proxy statement/prospectus, except for any
information superseded by information provided in this joint proxy
statement/prospectus. This joint proxy statement/prospectus incorporates by
reference the documents listed below, which contain important information about
i-Cube and its finances.

<TABLE>
<CAPTION>
i-Cube SEC filings
(File No. 000-24409) Period
- -------------------- ------
<S> <C>
Annual Report on Form
10-K Year ended December 31, 1998
Quarterly Reports on
Form 10-Q Quarters ended March 31, 1999 and June 30, 1999
Current Reports on Form
8-K Filed on July 2, 1999, August 16, 1999, and September 10, 1999
</TABLE>

i-Cube is also incorporating by reference any additional documents that it
files with the SEC as required by the Exchange Act between the date of this
joint proxy statement/prospectus and the date of the special meeting of
stockholders.

i-Cube and Razorfish stockholders should rely only on the information
contained or incorporated by reference in this joint proxy statement/prospectus
to vote on the approval of the merger agreement. We have not authorized anyone
to provide you with information that is different.

WHERE YOU CAN FIND MORE INFORMATION

You can obtain documents incorporated by reference in this proxy
statement/prospectus without charge by requesting them in writing or by
telephone from i-Cube or Razorfish at the following address and telephone
numbers:

International Integration Incorporated Razorfish, Inc.
(i-Cube) 107 Grand Street, 3rd Floor
101 Main Street New York, New York 10013
Cambridge, Massachusetts 02142 Attention: Courtney Campbell
Attention: Lawrence P. Begley Investor Relations
Investor Relations Telephone: (212) 798-6706
Telephone: (617) 250-2500

If you would like to request documents from either company, please do so by
October 26, 1999 to receive them before your special meeting of stockholders.

Both Razorfish and i-Cube file annual, quarterly and other reports and proxy
statements with the SEC. You may read and copy any reports, statements or other
information filed by i-Cube or Razorfish at the SEC's public reference rooms in
Washington, D.C. at 450 5th, N.W., and in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. i-Cube's and Razorfish's SEC filings are also available
to the public from commercial document retrieval services and at the web site
maintained by the SEC at "http://www.sec.gov."

Razorfish filed a registration statement on Form S-4 to register with the
SEC the Razorfish Class A common stock to be issued to i-Cube stockholders in
the merger. This joint proxy statement/prospectus is a part of that
registration statement and constitutes a prospectus of Razorfish in addition to
being a proxy statement of Razorfish and i-Cube for their special meetings. As
allowed by SEC rules, this joint proxy statement/prospectus does not contain
all the information you can find in the registration statement or the exhibits
to the registration statement. You can obtain the additional information in the
registration statement by contacting Razorfish at the address and telephone
number listed above.
<PAGE>

TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
QUESTIONS & ANSWERS ABOUT THE MERGER..................................... i
SUMMARY.................................................................. 1
The Companies............................................................ 1
Reasons For The Merger................................................... 2
The Special Meetings..................................................... 2
Recommendation To Stockholders........................................... 2
The Merger............................................................... 3
Summary Condensed Consolidated Financial Information..................... 7
Forward-Looking Statements............................................... 12
RISK FACTORS............................................................. 12
Razorfish may not be able to successfully integrate i-Cube and achieve
the benefits expected to result from the merger......................... 12
Failure to qualify for pooling of interests accounting treatment may harm
our future operating results............................................ 12
Because the exchange ratio in the merger is fixed, stockholders of
Razorfish and i-Cube are exposed to the risk that the market price of
the other company's stock will drop..................................... 13
The price of Razorfish Class A common stock may be affected by factors
different from those affecting the price of i-Cube common stock......... 13
The loss of our professionals would make it difficult to complete
existing projects and bid for new projects, which could adversely affect
our businesses and results of operations................................ 13
Our revenues are difficult to predict because they are generated on a
project-by-project basis................................................ 13
Our engagements could be unprofitable if we do not perform fixed-price,
fixed-time contracts efficiently........................................ 14
We generate a large part of our revenues from a small number of clients.. 14
A decrease in the number or size of our projects may reduce our quarter-
to-quarter growth and the price of Razorfish Class A common stock....... 14
Our recent acquisitions have created financial and other challenges,
which, if not addressed or resolved, could harm our business............ 14
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
We may be unable to implement our acquisition growth strategy, which
could harm our business and competitive position in the industry........ 15
Our continued growth may further strain our resources, which could hurt
our business and results of operations.................................. 15
We may have difficulty managing our international operations and
expansion, which could adversely affect our business and results of
operations.............................................................. 15
The conversion to the euro may adversely affect our business in Europe... 16
A small number of stockholders will control Razorfish after the merger... 16
We compete in a new and highly competitive market that has low barriers
to entry................................................................ 16
Misappropriation of our trademarks and other proprietary rights could
harm our reputation, affect our competitive position and cost money..... 17
We need to keep pace with changing communications technologies to provide
effective digital communications solutions.............................. 17
Our business depends on continued growth in the use of the Internet...... 18
Our business is subject to U.S. and foreign government regulation of the
Internet................................................................ 18
The Year 2000 problem may adversely affect our business.................. 18
THE SPECIAL MEETING OF RAZORFISH......................................... 19
Date; Time; Place........................................................ 19
Matters To Be Considered At The Special Meeting.......................... 19
Revocability Of Proxies.................................................. 19
Record Date; Stock Entitled to Vote; Quorum.............................. 19
Voting Procedures........................................................ 20
Solicitation of Proxies.................................................. 20
Razorfish Stockholders' Voting Agreements................................ 20
THE SPECIAL MEETING OF i-CUBE............................................ 22
Date; Time; Place........................................................ 22
Matters To Be Considered At The Special Meeting.......................... 22
Revocability Of Proxies.................................................. 22
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
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<S> <C>
Record Date; Stock Entitled to Vote; Quorum................................ 22
Voting Procedures.......................................................... 22
Solicitation of Proxies.................................................... 23
i-Cube Stockholders' Voting Agreements..................................... 23
THE MERGER................................................................. 24
Background of the Merger................................................... 24
Reasons for the Merger; Recommendations of the Boards...................... 28
Opinion of Razorfish's Financial Advisor................................... 32
Opinion of i-Cube's Financial Advisor...................................... 36
Interests of Management in the Merger...................................... 42
Effective Time............................................................. 42
Anticipated Accounting Treatment........................................... 43
Regulatory Approvals....................................................... 43
Other Effects Of The Merger; Delisting Of i-Cube Shares.................... 43
No Appraisal Rights........................................................ 43
Material Federal Income Tax Consequences................................... 44
Resale Restrictions And Lockup Agreements.................................. 45
Dividend Policy............................................................ 45
THE MERGER AGREEMENT....................................................... 46
The Merger................................................................. 46
Conversion Of Securities................................................... 46
Treatment of i-Cube Stock Option Plans..................................... 46
Exchange Of Shares......................................................... 46
Representations And Warranties............................................. 47
Covenants.................................................................. 48
No Solicitation............................................................ 49
Additional Agreements...................................................... 49
Employee Benefit Plans..................................................... 50
Conditions................................................................. 50
Additional Conditions to the Obligations of Razorfish...................... 50
Additional Conditions to the Obligations of i-Cube......................... 50
Termination................................................................ 51
Amendment.................................................................. 52
1999 STOCK INCENTIVE PLAN.................................................. 53
AMENDMENT TO CERTIFICATE OF INCORPORATION.................................. 55
DESCRIPTION OF RAZORFISH CAPITAL STOCK..................................... 56
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
COMPARISON OF RIGHTS OF i-CUBE STOCKHOLDERS AND RAZORFISH STOCKHOLDERS... 58
Capitalization........................................................... 58
Voting Rights............................................................ 58
Number, Election, Vacancy And Removal Of Directors....................... 58
Amendments To Certificates Of Incorporation.............................. 59
Amendments to Bylaws..................................................... 60
Stockholder Action....................................................... 60
Notice Of Stockholder Actions............................................ 61
Special Stockholder Meetings............................................. 61
Limitation Of Personal Liability Of Directors............................ 62
Dividends................................................................ 62
Conversion............................................................... 62
Delaware Takeover Statute................................................ 63
BUSINESS OF RAZORFISH.................................................... 64
Overview................................................................. 64
Industry Background...................................................... 64
Marketing And Sales...................................................... 66
Spray Acquisition........................................................ 66
Other Acquisitions....................................................... 67
Internal Information Systems............................................. 68
Competition.............................................................. 69
Intellectual Property Rights............................................. 70
U.S. And Foreign Government Regulation................................... 70
Employees................................................................ 70
Facilities............................................................... 71
Legal Proceedings........................................................ 71
Disclosures About Market Risk............................................ 71
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF RAZORFISH................. 72
RAZORFISH--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................... 73
MANAGEMENT OF RAZORFISH FOLLOWING THE MERGER............................. 88
Directors And Executive Officers......................................... 88
Aggregated Option Exercises In Fiscal 1998 And Fiscal Year-End Option
Values.................................................................. 94
PRINCIPAL STOCKHOLDERS OF RAZORFISH...................................... 100
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Page
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<S> <C>
CERTAIN TRANSACTIONS OF RAZORFISH.......................................... 102
Transactions with Omnicom.................................................. 102
Transactions With Spray Executives......................................... 102
Razorfish Studios.......................................................... 103
Registration Rights Agreement.............................................. 104
Other Transactions......................................................... 104
BUSINESS OF i-CUBE......................................................... 105
PRINCIPAL STOCKHOLDERS OF
i-CUBE.................................................................... 106
UNAUDITED PRO FORMA POOLED FINANCIAL INFORMATION........................... 108
EXPERTS.................................................................... 126
LEGAL MATTERS.............................................................. 126
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
APPENDICES TO THE JOINT PROXY STATEMENT/PROSPECTUS
APPENDIX A--Agreement and Plan of Merger A-1
APPENDIX B--Opinion of Credit Suisse First Boston Corporation........... B-1
APPENDIX C--Opinion of Morgan Stanley & Co. Incorporated................ C-1
APPENDIX D1-- Certificate of Incorporation of Razorfish................. D-1-1
APPENDIX D2--Form of Certificate of Amendment to Certificate of
Incorporation.......................................................... D-2-1
APPENDIX E--Form of Razorfish Voting Agreement.......................... E-1
APPENDIX F--Form of i-Cube Voting Agreement............................. F-1
APPENDIX G1--1999 Stock Incentive Plan.................................. G-1-1
APPENDIX G2--Form of Amended and Restated 1999 Stock Incentive Plan..... G-2-1
</TABLE>

iii
<PAGE>

QUESTIONS & ANSWERS ABOUT THE MERGER
Q: What do I need to do now?

A: After carefully reading and considering the information contained in this
joint proxy statement/prospectus, please complete and sign your proxy and
return it in the enclosed return envelope as soon as possible, so that your
shares may be represented at your special meeting of stockholders. If you
sign and send in your proxy and do not indicate how you want to vote, we will
count your proxy as a vote in favor of the proposals presented at the
meeting.

Q: If my shares are held in "street name" by my broker, will my broker vote my
shares for me?

A: Your broker will vote your shares only if you provide instructions on how to
vote. You should follow the directions provided by your broker regarding how
to instruct your broker to vote your shares. If you do not instruct your
broker, your shares will not be voted.

Q: Can I change my vote after I have mailed my signed proxy?

A: Yes. You can change your vote at any time before your proxy is voted at the
special meeting. If you hold your shares in your own name, you can do this in
one of three ways. First, you can send a written notice stating that you
would like to revoke your proxy. Second, you can complete and submit a new
proxy. If you choose either of these two methods, you must submit your notice
of revocation or your new proxy to the Secretary of your company at the
address set forth in the answer to the last question below. Third, you can
attend your special meeting and vote in person. If you hold your shares in
"street name," you should follow the directions provided by your broker
regarding how to change your vote.

Q: Should i-Cube stockholders send in their stock certificates now?

A: No. After the merger is completed, i-Cube stockholders will receive written
instructions for exchanging i-Cube stock certificates. Please do not send in
your stock certificates with your proxy.

Q: When do you expect the merger to be completed?

A: We expect to complete the merger in early November of 1999.

Q: Who can help answer my questions?

A: If you have any questions about the merger or if you need additional copies
of this joint proxy statement/prospectus or the enclosed proxy, you should
contact:

i-Cube Stockholder Contact:
Attention: Lawrence P. Begley
101 Main Street
Cambridge, Massachusetts 02142
Telephone: (617) 250-2500

Razorfish Stockholder Contact:
Attention: Courtney Campbell
107 Grand Street, 3rd Floor
New York, New York 10013
Telephone: (212) 798-6706
<PAGE>

SUMMARY

This summary highlights selected information from this joint proxy
statement/prospectus and may not contain all of the information that is
important to you. To understand the merger fully and for a more complete
description of the legal terms of the merger, you should carefully read this
entire document, including the appendices and other documents to which we have
referred you. See "Where you can find more information" on the page immediately
preceding the table of contents for more details.

The Companies

Razorfish
107 Grand Street, 3rd Floor
New York, New York 10013
(212) 966-5960

Razorfish is a leading-edge international digital communications solutions
provider. Razorfish primarily uses Internet-based technologies to create
digital communications solutions for the World Wide Web. However, Razorfish's
solutions will increasingly incorporate additional communication technologies,
such as wireless, satellite and broadband communications, for use with a
variety of digital devices and information appliances.

Razorfish has grown rapidly since its inception in 1995. In 1998, Razorfish
expanded its geographic presence by acquiring five companies. In January 1999,
Razorfish acquired Spray Network AB for 50% of its Class A common stock on a
fully diluted basis, after giving effect to that acquisition. Spray had $15.4
million in revenues for 1998. Razorfish has also made the following
acquisitions in 1999:

. the purchase of substantially all of the assets of Electrokinetics, Inc.,
a New York-based company;

. the purchase of the remaining 15% of Razorfish Oy, its Finnish
subsidiary;

. the purchase of approximately 15% of Razorfish AG, its German subsidiary;

. the purchase of 15% of Razorfish AS, its Norwegian subsidiary; and

. the purchase of all of the outstanding stock of Los Angeles-based Fuel,
Inc. and Tonga, Inc.

Razorfish currently has offices in New York, San Francisco, Los Angeles,
London, Stockholm, Oslo, Helsinki and Hamburg.

Razorfish maintains a site on the World Wide Web at www.razorfish.com;
however, the information found on Razorfish's website is not a part of this
joint proxy statement/prospectus. Razorfish is incorporated in Delaware.

i-Cube
101 Main Street
Cambridge, Massachusetts 02142
(617) 250-2500

i-Cube is an information technology, or IT, solutions provider specializing
in consulting, electronic business, and transformation services for the complex
IT environments inherent in the world's leading organizations. Since 1992,
i-Cube has helped clients leverage their current business processes and
technology infrastructure to create competitive advantage. i-Cube's solutions
are based on open standards and architectures that are independent of any
single vendor's hardware, software or middleware. Fusing strategy, design, and
technology, i-Cube implements complete solutions for the digital world. i-Cube
makes use of i-Structure, a set of methodologies and tools which embody "best"
practices in application development, project management, testing, and
deployment. Utilizing a fixed-time/fixed-price model and a unique client
teaming approach, i-Cube delivers solutions quickly, with full knowledge
transfer to the client. i-Cube currently has offices in Boston, Los Angeles,
London, Amsterdam and Mannheim, Germany.

i-Cube maintains a site on the World Wide Web at www.i-cube.com; however the
information found on i-Cube's website is not a part of this joint proxy
statement/prospectus. i-Cube is incorporated in Delaware.

1
<PAGE>

Reasons For The Merger

The i-Cube board of directors and the Razorfish board of directors each
considered a number of factors in determining to approve the merger and
recommend it to their respective stockholders. These considerations are
described below under "The Merger--Reasons for the Merger; Recommendations of
the Boards."

The Special Meetings

Razorfish

The special meeting of Razorfish stockholders will take place on November 2,
1999. At that meeting, Razorfish stockholders will be asked to vote on four
proposals:

1. to approve the issuance of shares of Razorfish Class A common stock to
the stockholders of i-Cube in the merger;

2. to approve an amendment to Razorfish's Certificate of Incorporation
increasing the number of authorized shares of Class A common stock by
21,356,655 (the maximum number of shares to be issued by Razorfish in
connection with the merger) from 29,999,950 shares to 51,356,605 shares,
to enable Razorfish to consummate the merger;

3. to approve an amendment to Razorfish's 1999 Stock Incentive Plan to (i)
increase the number of shares of its Class A common stock authorized for
issuance under the 1999 Stock Incentive Plan by 2,640,079 shares to
3,562,406 shares to enable Razorfish to meet Razorfish's need for a
bigger incentive pool for the larger employee base it will have after
the merger and (ii) limit to 500,000 the number of options and stock
appreciation rights that may be awarded to an employee in any one fiscal
year of Razorfish to ensure compliance with the requirements of section
162(m) of the Internal Revenue Code of 1986, as amended; and

4. to approve an amendment to the Certificate of Incorporation increasing
the number of authorized shares of Class A common stock from 51,356,605
to 200,000,000 shares for use in acquisitions and for other purposes.

To approve proposals 1 or 3, a majority of the shares voted at the special
meeting must be voted in favor of the proposal. To approve proposals 2 or 4, a
majority of the outstanding shares must vote in favor.

At September 16, 1999, directors and officers of Razorfish and their
affiliates are entitled to vote 88% of the outstanding shares of Razorfish at
the special meeting.

i-Cube

The special meeting of i-Cube stockholders will take place on November 2,
1999. At that meeting, i-Cube stockholders will be asked to vote on the
proposal to approve the merger agreement.

To approve the merger, the holders of a majority of the outstanding shares
of i-Cube common stock must vote in favor.

At September 16, 1999, directors and officers of i-Cube and their affiliates
are entitled to vote 54% of the outstanding shares of i-Cube at the special
meeting.

Recommendation To Stockholders (see page 28)

To Razorfish Stockholders:

The Razorfish board of directors believes that the issuance of shares of
common stock to i-Cube stockholders in the merger, and the other proposals to
be considered at its special meeting, are in your best interest and unanimously
recommends that you vote for the proposals.

Razorfish stockholders have entered into voting agreements in which they
promise to vote shares representing approximately 73% of Razorfish Class A
common stock in favor of proposals 1 and 2.

To i-Cube Stockholders:

The i-Cube board of directors believes that the merger is in your best
interest and unanimously recommends that you vote in favor of the merger.

2
<PAGE>

The Merger

The merger agreement is attached as Appendix A to this joint proxy
statement/prospectus. We encourage you to read the merger agreement, as it,
rather than this joint proxy statement/prospectus, is the legal document that
governs the merger.

What i-Cube Stockholders Will Receive (see page 46)

In the merger, i-Cube stockholders will receive 0.875 shares of Razorfish
Class A common stock for each share of i-Cube common stock that they own.
i-Cube stockholders will receive cash for any fractional share that they would
otherwise receive in the merger.

Ownership Of Razorfish Following The Merger

Based on the number, as of September 16, 1999, of outstanding shares of i-
Cube common stock and i-Cube debt convertible into its common stock and
outstanding options to purchase i-Cube common stock convertible or exercisable,
respectively, prior to the merger, we anticipate that i-Cube stockholders will
receive approximately 21,356,655 shares of Razorfish Class A common stock in
the merger. Based on that number and on the number, as of September 16, 1999,
of outstanding shares of Razorfish Class A common stock and outstanding options
to purchase Razorfish Class A common stock which are exercisable prior to the
merger, following the merger former i-Cube stockholders will own approximately
45.4% of the outstanding shares of Razorfish Class A common stock.

On a fully diluted basis, which assumes the exercise of all options and the
conversion of all convertible securities, following the merger, i-Cube
stockholders will own 47.3% of the outstanding shares of Razorfish Class A
common stock.

Interests Of i-Cube And Razorfish Directors And Management In The Merger (see
page 42)

A number of directors and officers of i-Cube and Razorfish have interests in
the merger that differ from those of stockholders generally.

Conditions To The Merger (see page 50)

Razorfish and i-Cube are not obligated to complete the merger unless a
number of conditions are satisfied. These conditions include the following:

. the requisite majority of i-Cube's stockholders must vote for the merger;

. the requisite majority of Razorfish's stockholders present at the special
meeting must vote for the merger;

. any applicable waiting periods under antitrust laws must expire or be
terminated and any other government approvals must be obtained;

. no legal restraints or prohibitions may exist or be pending which prevent
the consummation of the merger or are reasonably likely to have a
material adverse effect on Razorfish or i-Cube;

. no injunctions may exist that would prohibit or restrict the consummation
of the merger;

. the registration statement on Form S-4, of which this joint proxy
statement/prospectus forms a part, must become effective under the
Securities Act and must not be the subject of any stop order or
proceedings seeking a stop order;

. the Razorfish Class A common stock to be issued to i-Cube stockholders in
the merger must be approved for quotation on The Nasdaq National Market;

. Razorfish and i-Cube must each receive letters from their respective
accountants that pooling of interests accounting is appropriate for the
merger in all respects;

. the representations and warranties of Razorfish and i-Cube contained in
the merger agreement must be true and correct except where failure to be
true and correct would not have a material adverse effect;

. both i-Cube and Razorfish must perform all of their obligations under the
merger agreement in all material respects;

. all of the voting agreements entered into by the stockholders of both
i-Cube and Razorfish must have been observed;

. there shall not occur a material adverse change relating to either i-Cube
or Razorfish; and
3
<PAGE>

. i-Cube must receive an opinion of its counsel, Hale and Dorr LLP, stating
that for United States federal income tax purposes, the merger will
qualify as a reorganization within the meaning of the Internal Revenue
Code.

Termination Of The Merger Agreement (see page 51)

Razorfish and i-Cube can jointly agree to terminate the merger agreement at
any time. Either Razorfish or i-Cube can individually terminate the merger
agreement before its completion under the following circumstances:

. the merger is not completed by January 31, 2000;

. the i-Cube stockholders do not approve the merger;

. the Razorfish stockholders do not approve the merger;

. action by a court, governmental authority or other legal action
permanently prohibits the completion of the merger or otherwise is
reasonably likely to have a material adverse effect on the terminating
party; and

. the other party materially breaches any of its representations,
warranties or obligations under the merger agreement and the breach
cannot be cured within 30 days.

i-Cube can terminate the merger agreement before the i-Cube special meeting
if the i-Cube board of directors receives an unsolicited proposal by a third
party to acquire i-Cube on terms that the i-Cube board of directors determines,
based on the advice of a financial advisor of nationally-recognized reputation,
to be more favorable to i-Cube stockholders than the terms of the merger with
Razorfish.

Razorfish can terminate the merger agreement if i-Cube or any of its
directors or officers participates in discussions with third parties regarding
takeover proposals or other similar business transactions in material breach of
the merger agreement.

Termination Fees (see page 51)

i-Cube must pay Razorfish a termination fee of $23.5 million if:

. i-Cube stockholders receive a takeover proposal, a takeover proposal
otherwise becomes publicly known or anyone publicly announces its
intention to make a takeover proposal and Razorfish or i-Cube terminates
the merger agreement because the merger is not completed by January 31,
2000 or the i-Cube stockholders do not approve the merger, and i-Cube
enters into a definitive agreement with respect to a takeover proposal
within 12 months following the termination;

. i-Cube terminates the merger agreement because, before its special
meeting, i-Cube receives an unsolicited proposal by a third party to
acquire i-Cube on terms determined by the i-Cube board of directors to be
more favorable to i-Cube than the terms of the merger with Razorfish; or

. Razorfish terminates the merger agreement because i-Cube or any of its
directors or officers participates in discussions with third parties
regarding takeover proposals or other business transactions in material
breach of the merger agreement, and i-Cube enters into a definitive
agreement with respect to a takeover proposal within 12 months following
the termination.

Regulatory Approvals (see page 43)

United States antitrust laws prohibit Razorfish and i-Cube from completing
the merger until after they have furnished information and materials to the
Antitrust Division of the Department of Justice and the Federal Trade
Commission and a required waiting period has ended. Razorfish and i-Cube each
filed the required notification and report forms with the Antitrust Division
and the Federal Trade Commission on August 20, 1999. Under antitrust laws, the
merger may not be completed until after the expiration or early termination of
the applicable waiting period. We received early termination of the waiting
period on September 3, 1999.

4
<PAGE>

Material United States Federal Income Tax Consequences Of The Merger (see page
44)

The merger is intended to qualify as a reorganization within the meaning of
the Internal Revenue Code. It is a condition to the merger that i-Cube receive
an opinion from Hale and Dorr LLP stating that the merger will qualify for U.S.
federal income tax purposes as a reorganization within the meaning of the
Internal Revenue Code. Assuming that the merger qualifies as a reorganization
within the meaning of the Internal Revenue Code, holders of i-Cube common stock
will generally not recognize gain or loss for U.S. federal income tax purposes
as a result of the exchange of their i-Cube common stock for Razorfish Class A
common stock in the merger, except for cash received instead of fractional
shares of Razorfish Class A common stock.

Tax matters are very complicated and the tax consequences of the merger to you
will depend on the facts of your own situation. You should consult your own tax
advisors for a full understanding of the tax consequences of the merger to you.

Accounting Treatment (see page 43)

Razorfish and i-Cube expect the merger to qualify as a pooling of interests,
which means that Razorfish and i-Cube will be treated as if they had always
been combined for accounting and financial reporting purposes.

Fairness Opinions Of Financial Advisors (see pages 32 and 36)

In deciding to approve the merger agreement, the Razorfish board of
directors considered a number of factors, including the opinion of its
financial advisor, Credit Suisse First Boston Corporation. On August 9, 1999,
Credit Suisse First Boston delivered to the Razorfish board of directors its
opinion that, as of that date, the exchange ratio was fair to Razorfish and its
stockholders, other than i-Cube and its affiliates, from a financial point of
view. The full text of this opinion is attached as Appendix B to this joint
proxy statement/prospectus. The opinion of Credit Suisse First Boston does not
constitute a recommendation as to how any Razorfish stockholder should vote on
the proposals related to the merger.

In deciding to approve the merger agreement, the i-Cube board of directors
considered the opinion of its financial advisor, Morgan Stanley & Co.
Incorporated. Morgan Stanley & Co. Incorporated delivered to the i-Cube board
of directors its opinion that based upon and subject to the various
considerations in its letter, the exchange ratio, pursuant to the merger
agreement, was fair to the holders of i-Cube common stock from a financial
point of view as of August 9, 1999. This opinion is attached as Appendix C to
this joint proxy statement/prospectus. The opinion of Morgan Stanley does not
constitute a recommendation as to how any i-Cube stockholder should vote on the
merger agreement.

We urge stockholders to read these opinions carefully and in their entirety.

The Voting Agreements

Razorfish stockholders have signed voting agreements in which they promise
to vote shares representing approximately 73% of Razorfish's common stock in
favor of the merger and related transactions so long as the Razorfish board is
recommending the merger at that time. They have also signed an irrevocable
proxy to that effect and have agreed to hold their shares until the merger
closes or the merger agreement is terminated.

i-Cube stockholders have entered into voting agreements in which they
promise to vote, or in the case of Christopher Mathias, to use best efforts to
cause the trust of which he is a beneficiary to vote, shares representing
approximately 54% of i-Cube common stock in favor of the merger. They have also
signed an irrevocable proxy to that effect and have agreed to hold their shares
until the merger closes or the merger agreement is terminated.

The forms of the voting agreements are appended to this joint proxy
statement/prospectus as Appendices E and F.

Appraisal Rights (see page 43)

Neither i-Cube nor Razorfish stockholders are entitled under Delaware law to
appraisal rights with respect to the merger.

5
<PAGE>

Expenses (see page 51)

Each of Razorfish and i-Cube will bear all expenses it incurs in connection
with the merger, except that Razorfish and i-Cube will share equally the costs
of filing with the Securities and Exchange Commission the registration
statement of which this joint proxy statement/prospectus is a part, printing
and mailing this joint proxy statement/prospectus and the filing fees incurred
in connection with obtaining regulatory approval for the merger from the
Antitrust Division of the Department of Justice and the Federal Trade
Commission.

6
<PAGE>

Summary Condensed Consolidated Financial Information

Razorfish and i-Cube are providing you the following information to aid you
in your analysis of the financial aspects of the merger. The following summary
historical financial information of Razorfish and i-Cube has been derived from
their audited and unaudited historical financial statements, and you should
read it in conjunction with those financial statements which are either
included or incorporated by reference in this joint proxy statement/prospectus.
The audited historical consolidated financial statements for each of Razorfish
and i-Cube are for the three years ended December 31, 1998. The summary
historical financial information as of June 30, 1998 and 1999 and for the six-
month periods then ended for Razorfish and i-Cube is derived from the unaudited
consolidated financial statements of Razorfish and i-Cube as of and for those
periods. In the opinion of Razorfish's and i-Cube's respective management,
those unaudited consolidated financial statements reflect all adjustments
necessary for the fair presentation of this unaudited interim financial
information. The results of operations for the interim periods do not
necessarily indicate the results to be expected for the entire fiscal year or
future periods.

Razorfish Summary Condensed Consolidated Historical Financial Information
(In thousands, except per share information)

<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
------------------------- -----------------
1996 1997 1998 1998 1999
------- ------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Historical Consolidated Statement
of Operations Information:
Revenues......................... $ 1,218 $ 3,618 $ 13,843 $ 5,150 $ 27,410
Net income (loss)................ (254) 297 (1) (402) 1,158
Diluted income (loss) per share.. (0.03) 0.03 (0.00) (0.04) 0.05
Diluted weighted average common
shares outstanding.............. 9,091 9,440 9,224 9,157 22,371
</TABLE>

<TABLE>
<CAPTION>
December 31, June 30,
------------------- -----------
1996 1997 1998 1999
---- ------ ------- -----------
(unaudited)
<S> <C> <C> <C> <C>
Historical Consolidated Balance Sheet
Information:
Total assets.................................. $593 $4,267 $12,085 $145,580
Long-term debt................................ 55 77 3,213 163
Total stockholder's equity.................... 281 657 2,728 132,508
</TABLE>

7
<PAGE>

i-Cube Summary Condensed Consolidated Historical Financial Information
(In thousands, except per share information)

<TABLE>
<CAPTION>
Six Months
Ended
Year Ended December 31, June 30,
----------------------- ---------------
1996 1997 1998 1998 1999
------- ------- ------- ------- -------
(unaudited)
<S> <C> <C> <C> <C> <C>
Historical Consolidated Statement of
Operations Information:
Revenues.............................. $19,659 $38,850 $56,793 $26,848 $35,545
Net income............................ 1,910 4,678 5,546 1,687 2,900
Diluted income per share.............. 0.12 0.26 0.26 0.09 0.13
Diluted weighted average common shares
outstanding.......................... 16,196 17,743 21,325 19,519 23,049
</TABLE>

<TABLE>
<CAPTION>
December 31, June 30,
----------------------- --------
1996 1997 1998 1999
------- ------- ------- --------
<S> <C> <C> <C> <C>
Historical Consolidated Balance Sheet
Information:
Total assets................................. $14,374 $27,726 $61,042 $75,599
Long-term debt............................... 512 2,393 2,222 1,752
Total stockholder's equity................... 4,474 9,892 44,198 59,207
</TABLE>

8
<PAGE>

The following financial information is derived from the unaudited pro forma
pooled financial statements appearing elsewhere in this joint proxy
statement/prospectus, which give effect to the merger as a pooling of interests
transaction. You should read it in conjunction with those unaudited pro forma
pooled statements and the separate audited consolidated financial statements of
Razorfish and i-Cube included or incorporated by reference in this joint proxy
statement/prospectus. See "Unaudited Pro Forma Pooled Financial Information" on
page 108, and "Where You Can Find More Information" on the page immediately
preceding the table of contents.

For purposes of the unaudited pro forma pooled financial statements,
Razorfish's consolidated financial statements for the year ended December 31,
1998 and the unaudited condensed statements for the six months ended June 30,
1998 and 1999 have been combined with the consolidated financial statements of
i-Cube for the year ended December 31, 1998 and its unaudited condensed
statements for the six months ended June 30, 1998 and 1999, respectively.

The unaudited pro forma condensed pooled financial information is for
comparative purposes only and does not purport to indicate the operating
results or financial position that would have occurred had the merger been
consummated at the beginning of the periods presented, nor does this
information necessarily indicate the future operating results or financial
position of the combined company after the merger.

Unaudited Pro Forma Condensed Pooled Financial Information
(In thousands, except per share information)

<TABLE>
<CAPTION>
Six Months Ended
Year Ended June 30,
December 31, -----------------
1998 1998 1999
------------ -------- --------
<S> <C> <C> <C>
Pro Forma Statement of Operations Information:
Revenues....................................... $70,636 $ 31,998 $ 62,955
Net income (loss) ............................. 5,545 1,285 4,058
Diluted income (loss) per share................ 0.20 0.05 0.10
Diluted weighted average common shares
outstanding................................... 28,386 26,537 42,539
</TABLE>

<TABLE>
<CAPTION>
June 30, 1999
-------------
<S> <C>
Pro Forma Combined Balance Sheet Information:
Total assets...................................................... $221,179
Long-term debt.................................................... 1,752
Total stockholders' equity........................................ 183,465
</TABLE>

9
<PAGE>

Comparative Per Share Information

The following table summarizes per share information for Razorfish and i-
Cube on a historical, pro forma combined and equivalent basis. The pro forma
information gives effect to the merger accounted for on a "pooling of
interests" basis. The information listed as "per equivalent i-Cube share" was
obtained by multiplying the pro forma combined amounts by the exchange ratio of
0.875 to 1. You should read this information together with the historical
financial statements included elsewhere in this joint proxy
statement/prospectus or incorporated in it by reference.You should also read
this information in connection with the pro forma condensed consolidated pooled
financial information set forth starting on page 117. You should not rely on
the pro forma condensed consolidated pooled financial information to indicate
the results that would have been achieved had the companies combined at a prior
date or the future results that the combined company will experience after the
merger.

<TABLE>
<CAPTION>
Six Months
Year Ended Ended
December 31, June 30,
-------------------- -------------
1996 1997 1998 1998 1999
------ ----- ------ ------ -----
(unaudited)
<S> <C> <C> <C> <C> <C>
Historical--Razorfish Class A Common
Stock:
Net income (loss) per share:
Basic................................... $(0.03) $0.03 $(0.00) $(0.04) $0.05
Diluted................................. (0.03) 0.03 (0.00) (0.04) 0.05
Book value per share...................... 0.03 0.07 0.30 0.22 5.38
Historical--i-Cube Common Stock:
Net income per share:
Basic................................... 0.13 0.31 0.32 0.11 0.15
Diluted................................. 0.12 0.26 0.26 0.09 0.13
Book value per share...................... 0.30 0.64 2.36 2.54 3.04
Pro Forma Combined Net Income Per
Razorfish Share:
Net income per share:
Basic................................... 0.18 0.54 0.60 0.14 0.19
Diluted................................. 0.18 0.53 0.57 0.14 0.18
Pro Forma Combined Net Income Per
Equivalent i-Cube Share:
Net income per share:
Basic................................... 0.10 0.29 0.28 0.07 0.18
Diluted................................. 0.09 0.25 0.23 0.06 0.15
</TABLE>

<TABLE>
<CAPTION>
June 30, 1999
-------------
(unaudited)
<S> <C>
Pro Forma Combined Book Value Per Share:
Per Razorfish share............................................... $7.79
Per equivalent i-Cube share....................................... 8.62
</TABLE>

10
<PAGE>

Comparative Market Price Information

The following table presents historical trading information for i-Cube
common stock and Razorfish Class A common stock showing the high and low bid
reported on the Nasdaq National Market for each period.

<TABLE>
<CAPTION>
Razorfish
Class A i-Cube
Common Stock Common Stock
--------------- ---------------
High Low High Low
------- ------- ------- -------
<S> <C> <C> <C> <C>
Year Ended December 31, 1998:
Second Quarter........................... $ -- $ -- $20.375 $15.000
Third Quarter............................ -- -- 24.500 13.000
Fourth Quarter........................... -- -- 19.625 12.625

Year Ended December 31, 1999:
First Quarter............................ -- -- 33.000 15.750
Second Quarter........................... 58.375 25.125 30.250 16.813
Third Quarter through September 29,
1999.................................... 44.500 24.500 35.867 19.313
</TABLE>

Razorfish Class A common stock was not publicly traded until April 27, 1999.
i-Cube common stock was not publicly traded until June 23, 1998.

The following table shows the last reported sales price of the Class A
common stock of Razorfish and common stock of i-Cube on August 9, 1999, the
last full trading day before the public announcement of the merger agreement,
each as reported on the Nasdaq National Market:

<TABLE>
<CAPTION>
Pro Forma
Equivalent
Razorfish i-Cube Value of i-Cube
--------- ------ ---------------
<S> <C> <C> <C>
Last reported sale price on August 9,
1999.................................... $28.00 $21.25 $24.72
</TABLE>

Razorfish Class A common stock is traded on The Nasdaq National Market under
the symbol "RAZF." i-Cube common stock is traded on The Nasdaq National Market
under the symbol "ICUB."

On September 29, 1999, the most recent practicable date prior to the
printing of this proxy statement/prospectus, the last reported sale price of
Razorfish Class A common stock was $44 1/2 per share, and the last reported
sale price of i-Cube common stock was $35 13/16 per share, each as reported on
the Nasdaq National Market.

Neither Razorfish nor i-Cube has ever paid dividends to its stockholders and
Razorfish does not expect to pay dividends for the foreseeable future.

11
<PAGE>

FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements
within the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include assumptions as to how Razorfish
may perform after the merger. When we use words like "believes," "expects,"
"anticipates" or similar expressions, we are also making forward-looking
statements. It is uncertain whether any of the events anticipated by the
forward-looking statements will occur, or if any of them do, what impact they
will have on the results of operations and financial condition of Razorfish or
the price of its stock. These statements are subject to risks and
uncertainties, including those described under "Risk Factors," and therefore
may not prove to be correct.

RISK FACTORS

In addition to the other information included in this joint proxy
statement/prospectus, you should carefully consider the following risk factors
in determining how to vote. These matters should be considered in conjunction
with the other information included or incorporated by reference in this joint
proxy statement/prospectus.

Risks Related To The Merger

Razorfish may not be able to successfully integrate i-Cube and achieve the
benefits expected to result from the merger.

The merger will present challenges to management, including the integration
of the operations, technologies and personnel of Razorfish and i-Cube, and
special risks, including possible unanticipated liabilities, unanticipated
costs and diversion of management attention.

Razorfish cannot assure you that it will successfully integrate or
profitably manage i-Cube's businesses. In addition, Razorfish cannot assure you
that, following the transaction, its businesses will achieve sales levels,
profitability, efficiencies or synergies that justify the merger or that the
merger will result in increased earnings for the combined companies in any
future period. Also, the combined company may experience slower rates of growth
as compared to historical rates of growth of Razorfish and i-Cube
independently.

Failure to qualify for pooling of interests accounting treatment may harm our
future operating results.

Razorfish and i-Cube will not complete the merger unless each of them
receives an opinion from its accountants that they concur with management's
conclusions that the merger qualifies for "pooling of interests" accounting
treatment under U.S. generally accepted accounting principles. Under pooling of
interests accounting treatment, the accounts of Razorfish will be combined with
those of i-Cube at their historical carrying amounts, and Razorfish's financial
statements for all prior periods will be restated to reflect its accounts as if
the two companies had been combined for all periods.

After completion of the merger, if events occur that cause the merger to no
longer qualify for pooling of interests accounting treatment, the purchase
method of accounting would apply. Under that method, we would record the
estimated fair value of Razorfish Class A common stock issued in the merger as
the cost of acquiring the business of i-Cube. That cost would be allocated to
the individual assets acquired and liabilities assumed according to their
respective fair values, with the excess of the estimated fair value of
Razorfish Class A common stock over the fair value of net assets acquired
recorded as goodwill, to be amortized over a period of up to 40 years. The
estimated fair value of Razorfish Class A common stock to be issued in the
merger is much more than the historical net book value at which i-Cube carries
its assets in its accounts. Therefore, purchase accounting treatment could have
a material adverse effect on the reported operating results of the combined
company compared to pooling of interests accounting treatment.

12
<PAGE>

Because the exchange ratio in the merger is fixed, stockholders of Razorfish
and i-Cube are exposed to the risk that the market price of the other company's
stock will drop.

Under the merger agreement, each share of i-Cube common stock will convert
into the right to receive 0.875 shares of Razorfish Class A common stock. This
exchange ratio is a fixed number and will not be adjusted if the price of
Razorfish Class A common stock or i-Cube common stock increases or decreases.
The prices of Razorfish Class A common stock and i-Cube common stock at the
closing of the merger may vary from their prices on the date of this joint
proxy statement/prospectus and on the date of each special meeting.

. These prices may vary because of changes in the business, operations or
prospects of Razorfish or i-Cube, market assessments of the likelihood
that the merger will be completed, the timing of the completion of the
merger, the prospects of post-merger operations, regulatory
considerations, general market and economic conditions and other factors.

. Because the date that the merger is completed may be later than the date
of the special meeting, the prices of Razorfish Class A common stock and
i-Cube common stock on the date of the special meetings may not be
indicative of their respective prices on the date the merger is
completed.

. We urge i-Cube stockholders to obtain current market quotations for
Razorfish Class A common stock and i-Cube common stock, and to be aware
that the relative prices of Razorfish and i-Cube common stock may change
dramatically after the special meeting.

The price of Razorfish Class A common stock may be affected by factors
different from those affecting the price of i-Cube common stock.

When the merger is completed, holders of i-Cube common stock will become
holders of Razorfish Class A common stock. Razorfish's business differs from
that of i-Cube, and Razorfish's results of operations, as well as the price of
Razorfish Class A common stock, may be affected by factors different from those
affecting i-Cube's results of operations and the price of i-Cube common stock.

Risks Related to the Combined Business of Razorfish and i-Cube

The loss of our professionals would make it difficult to complete existing
projects and bid for new projects, which could adversely affect our businesses
and results of operations.

Razorfish's and i-Cube's businesses are labor intensive, and our success
depends on identifying, hiring, training and retaining professionals. If a
significant number of our current employees or any of our senior managers or
key project managers leave, we may be unable to complete or retain existing
projects or bid for new projects of similar scope and revenue. We have entered
into employment agreements and non-competition agreements with some of our
senior managers, but these key personnel may still leave us or compete with us.
In addition, the non-competition provisions of these agreements might not be
enforced by a court. Even if we retain our current employees, our management
must continually recruit talented professionals in order for our business to
grow. These professionals must have skills in business strategy, marketing,
branding, technology and creative design. There is currently a shortage of
qualified personnel in the information technology services market, and this
shortage will likely continue. We compete intensely with our competitors for
qualified personnel. If we cannot attract, motivate and retain qualified
professionals, our business and results of operations could suffer material
harm.

Our revenues are difficult to predict because they are generated on a project-
by-project basis.

We will derive our revenues primarily from fees for services generated on a
project-by-project basis. These projects vary in size and scope. Therefore, a
client that accounts for a significant portion of our revenues in a given
period may not generate a similar amount of revenues, if any, in subsequent
periods. In addition, after we complete a project, we can have no assurance
that the client will retain us in the future.

13
<PAGE>

We have clients who may terminate their agreements with us, whether time and
materials or fixed-fee based, on 30 days' prior written notice. We cannot give
any assurances that a client will not terminate a project before its
completion. If our clients terminate existing agreements, our business,
financial condition and results of operations could suffer material harm.

Our engagements could be unprofitable if we do not perform fixed-price, fixed-
time contracts efficiently.

i-Cube has generally undertaken projects on a fixed-price, fixed-time basis,
and Razorfish has derived a portion of its revenues from fixed price, fixed-
time contracts. When working on that basis, we agree with the customer on a
statement of work. We warrant that we will deliver the specified work at a
specified time at the fixed price. In making proposals for fixed-price, fixed-
time contracts, we estimate the time and money required to complete the
project. These estimates reflect judgments about the complexity of the
engagement and the efficiency of our methods, technologies and IT professionals
when applied to the project. Unexpected delays and costs may arise, often
outside of our control. To remedy these delays, we may sometimes need to devote
unanticipated additional resources to complete some of our projects. Devoting
extra resources in that way reduces the profitability of the contracts, and can
even lead to losses. We recognize that we may experience similar situations in
the future. The losses or diminished profitability on fixed-fee, fixed-time
contracts could materially harm our business, financial condition and results
of operations.

We generate a large part of our revenues from a small number of clients.

We derive a significant portion of our revenues from a limited number of
large clients. For example, for the six months ended June 30, 1999 and for the
year ended December 31, 1998, Charles Schwab accounted for approximately 10%
and 27%, respectively, of Razorfish's revenues. Further, four clients
collectively accounted for approximately 63% of Razorfish's revenues in the
year ended December 31, 1997. For i-Cube, although there were no customers who
accounted for 10% or more of its revenues for the six month period ended June
30, 1999, for the year ended December 31, 1998, two clients accounted for
approximately 12% and 11%, respectively, of i-Cube's revenues and for the year
ended December 31, 1997 three clients accounted for approximately 20%, 13% and
10%, respectively, of i-Cube's revenues.

These clients may not sustain the volume of work performed for them from
year to year, and there is a risk that these principal clients may not retain
us in the future. Any cancellation, deferral or significant reduction in work
performed for these principal clients or a significant number of smaller
clients could materially harm our business, financial condition and results of
operations.

A decrease in the number or size of our projects may cause our results to fall
short of investors' expectations and adversely affect the price of Razorfish
Class A common stock.

A high percentage of our expenses, including those related to employee
compensation and equipment, are relatively fixed. If the number or average size
of our projects decreases in any quarter, then our revenues and operating
results may also decrease. If our operating results fall short of investors'
expectations, the trading price of Razorfish Class A common stock could
decrease materially, even if the quarterly results do not represent any longer-
term problems.

Our recent acquisitions have created financial and other challenges, which, if
not addressed or resolved, could harm our business.

We may experience financial, operational and managerial challenges in
integrating recently acquired companies. Razorfish completed five acquisitions
during 1998, and in 1999 has completed three acquisitions, the last of which,
the acquisition of Fuel, Inc. and Tonga, Inc., closed on September 16, 1999.
i-Cube has made two acquisitions in 1999 including the acquisition of Conduit
Communications, a UK-based digital strategy consultancy.

After the merger our management will have to continue to devote significant
time and attention to the integration of technology, operations and personnel
as a result of these acquisitions, and we cannot assure you that our ability to
service current clients and win new clients will not suffer as a result. In
addition, our

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management faces the difficult and potentially time consuming challenge of
implementing uniform standards, controls, procedures and policies throughout
our U.S. and European offices.

We could also experience financial or other setbacks if any of the acquired
businesses experienced problems in the past of which our management does not
yet know. For example, if an acquired business had dissatisfied customers or
had any performance problems, our reputation could suffer as a result of our
association with that business. Our managements are unaware of any material
legal claims against the acquired companies. However, to the extent any
customer or other third party asserts any material legal claims against any of
the acquired companies, our business, financial condition and results of
operations could suffer material harm.

We may be unable to implement our acquisition growth strategy, which could harm
our business and competitive position in the industry.

Our business strategy includes making strategic acquisitions of other IT
companies, including digital communications solutions providers and web design
or consulting firms. Our continued growth will depend on our ability to
identify and acquire companies that complement or enhance our business on
acceptable terms. We may not be able to complete or identify future
acquisitions or realize the anticipated results of future acquisitions. Some of
the risks that we may encounter in implementing our acquisition growth strategy
include:

. expenses and difficulties in identifying potential targets and the costs
associated with incomplete acquisitions;

. higher prices for acquired companies because of greater competition for
attractive acquisition targets;

. expenses, delays and difficulties of integrating the acquired company
into our existing organization;

. greater impact of the goodwill of acquired companies on our statement of
income and cash flows when pooling accounting for acquisitions is
eliminated;

. dilution of the interest of existing stockholders if we sell stock to the
public to raise cash for acquisitions;

. diversion of management's attention;

. expenses of amortizing the acquired company's intangible assets;

. impact on our financial condition due to the timing of the acquisition;
and

. expense of any undisclosed or potential legal liabilities of the acquired
company.

If realized, any of these risks could have a material adverse effect on our
business, results of operations and financial condition.

Our continued growth may further strain our resources, which could hurt our
business and results of operations.

A key part of our strategy is to grow, both by hiring more personnel and by
acquiring companies, which may continue to strain our managerial and
operational resources. We cannot assure you that our managers will be able to
manage our growth effectively. To manage future growth, our management must
continue to improve our operational and financial systems, procedures and
controls and expand, train, retain and manage our employee base. If our
systems, procedures and controls are inadequate to support our operations, our
expansion would halt, and we could lose our opportunity to gain significant
market share. Any inability to manage growth effectively could materially harm
our business, results of operations and financial condition.

We may have difficulty managing our international operations and expansion,
which could adversely affect our business and results of operations.

In addition to their domestic operations, Razorfish has operations in five
European cities: London, England, Stockholm, Sweden, Oslo, Norway, Helsinki,
Finland, and Hamburg, Germany, and i-Cube has offices

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<PAGE>

in three European cities: London, England, Amsterdam, The Netherlands and
Mannheim, Germany. Our management may have difficulty managing and expanding
our international operations because of distance, as well as language and
cultural differences. Our management cannot assure you that they will be able
to market and operate our services successfully in foreign markets.

Other risks related to our international operations include:

. difficulties arising from staffing and managing foreign operations;

. legal and regulatory requirements of different countries, such as
differing tax or labor laws; and

. potential political and economic instability.

If any of these risks materialize, our international and domestic
businesses, results of operations and financial condition could be materially
and adversely affected.

The conversion to the euro may adversely affect our business in Europe.

Because Razorfish has European operations, we face risks as a result of the
conversion by some of the European Union member states of their currencies to
the euro. The conversion process commenced on January 1, 1999. The conversion
rates between the member states' currencies and the euro are fixed by the
Council of the European Union. We are unsure whether the conversion to the euro
will harm our business, but potential risks include the costs of modifying our
information systems and changes in the conduct of business and in the principal
European markets for our products and services.

A small number of stockholders will control Razorfish after the merger.

If the stockholders listed below choose to act or vote in concert, they will
have the power to influence the election of our directors, the appointment of
new management and the approval of any other action requiring the approval of
our stockholders, including any amendments to our certificate of incorporation
and mergers or sales of all of Razorfish's assets. In addition, without the
consent of these stockholders, we could be prevented from entering into
transactions that could be beneficial to our company or its stockholders in
general. Also, third parties could be discouraged from making a tender offer or
bid to acquire our stock at a price per share that is above the price at which
it trades on Nasdaq.

Immediately following the merger, the following stockholders collectively
will own approximately 57.2% of the outstanding shares of Razorfish Class A
common stock and will beneficially own individually the percentage set forth
opposite their respective names:

<TABLE>
<S> <C>
Communicade Inc...................................................... 18.5%
Spray Ventures AB.................................................... 18.4%
Sundar Subramaniam................................................... 9.6%
Jeffrey A. Dachis.................................................... 5.4%
Craig M. Kanarick.................................................... 5.4%
</TABLE>

Communicade Inc. is a wholly owned subsidiary of Omnicom Group, Inc. Per
Bystedt, Jonas Svensson, Thomas Randerz and Johan Ihrfelt, each of whom is
currently an officer or director of Razorfish, collectively own more than 50%
of the outstanding voting stock of Spray Ventures AB.

We compete in a new and highly competitive market that has low barriers to
entry.

We compete in the information technology services market which is relatively
new and intensely competitive. We expect competition to continue to intensify
as the market evolves. We compete with the following kinds of companies:

. Internet service firms;

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<PAGE>

. technology consulting firms;

. technology integrators;

. strategic consulting firms; and

. in-house information technology, marketing and design departments of our
clients and potential clients.

Many of our competitors have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition and
significantly greater financial, technical, marketing and public relations
resources than we have.

Relatively few barriers prevent competitors from entering the information
technology services market. As a result, new market entrants pose a threat to
our business. We do not own any patented technology that prevents or
discourages competitors from entering the information technology services
market. Existing or future competitors may develop or offer services that are
comparable or superior to ours at a lower price, which could materially harm
our business, results of operations and financial condition.

We believe that establishing and maintaining a good reputation and name
recognition is critical for attracting and expanding our targeted client base.
We also believe that the importance of reputation and name recognition will
increase due to the growing number of information technology service providers.
If our reputation is damaged or if potential clients do not know what services
we provide, we may become less competitive or lose our market share. Promotion
and enhancement of our name will depend largely on our success in providing
high quality services and digital communications solutions, which we cannot
ensure. If clients do not perceive our services to be effective or of high
quality, our brand name and reputation could be materially and adversely
affected.

Misappropriation of our trademarks and other proprietary rights could harm our
reputation, affect our competitive position and cost money.

We believe our trademarks and other proprietary rights are important to our
success and competitive position. If we cannot protect our trademarks and other
proprietary rights against unauthorized use by others, it will damage our
reputation among existing and potential clients and our competitive position.
We have registered certain of our trademarks in the United States and abroad.
We use our best efforts to limit access to and distribution of our proprietary
information, as well as proprietary information licensed from third-parties. We
cannot assure you that these strategies will be adequate to deter
misappropriation of our proprietary information and material.

Our strategies to deter misappropriation could be inadequate in light of the
following risks:

. foreign countries may not recognize our proprietary rights, or may fail
to protect those rights adequately;

. competitors could misappropriate our proprietary information or materials
without detection; and

. non-competition and confidentiality agreements signed by our key
employees may prove unenforceable.

If any of these risks materialize, defending our proprietary rights could
require us to spend significant amounts or divert our managerial resources. In
addition, our trademarks and other proprietary rights may decline in value or
not be enforceable.

We need to keep pace with changing communications technologies to provide
effective digital communications solutions.

Our success has depended on our ability to keep pace with the rapid changes
occurring in communications technology and the new and improved devices and
services that result from these changes. After the merger, if we do not respond
quickly and cost-effectively to changing communications technologies and
devices, our

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<PAGE>

services may become less competitive and we might lose our market share. For
example, if the Internet is rendered obsolete or less important by faster, more
efficient technologies, we must be prepared to offer non-Internet-based
solutions or risk losing current and potential clients. In addition, if mobile
phones, pagers, personal digital assistants or other devices become important
aspects of digital communications solutions, we will need to have the
technological expertise to incorporate them into our solutions.

Our business depends on continued growth in the use of the Internet.

Our future success depends substantially on continued growth in the use of
the Internet. If businesses do not consider the Internet a viable commercial
medium, our client base may not grow. The adoption of the Internet for commerce
and communications, particularly by those individuals and companies that have
historically relied on alternative means of commerce and communication,
generally requires the understanding and acceptance of a new way of conducting
business and exchanging information. In particular, companies that have already
invested substantial resources in other means of conducting commerce and
exchanging information may be particularly reluctant or slow to adopt a new,
Internet-based strategy that may make their existing personnel and
infrastructure obsolete.

Our business is subject to U.S. and foreign government regulation of the
Internet.

State, local and federal governments in the US and local and national
governments in the European Union have recently passed legislation relating to
the Internet. Because these laws are still being implemented, we are not
certain how they will affect our business. This new legislation may indirectly
affect us through its impact on our clients and potential clients. In addition,
U.S. and foreign governmental bodies are considering, and may consider in the
future, other legislative proposals to regulate the Internet. We cannot predict
if or how any future legislation would impact our business, results of
operations or financial condition.

The Year 2000 problem may adversely affect our business.

The Year 2000 problem is the potential for system and processing failures of
date-related data arising from the use of two digits by computer-controlled
systems, rather than four digits, to define the applicable year. We believe
that our internal software and hardware systems will function properly with
respect to dates in the year 2000 and thereafter, but we cannot ensure they
will function properly until the systems are operational in the year 2000. In
addition, Year 2000 problems of our clients could affect our systems or
operations. Widespread Year 2000 difficulties could also decrease demand for
our services as companies expend resources upgrading their computer systems. As
part of our analysis of the Year 2000 problem, we have analyzed the impact of
the "worst case scenario" on our business. We believe that the "worst case
scenario" would occur if the statements and warranties of our vendors
concerning their Year 2000 compliance and upgrade programs were false, the
upgrades we have performed to achieve Year 2000 compliance were unsuccessful,
and our contingency plan failed, resulting in a critical systems failure
throughout our company. In addition, under the worst case scenario, year 2000-
related failures at customer facilities or at our facilities might cause major
customers to terminate their contracts with us or slow down the work to be
performed, resulting in deferral or loss of income.

Although, as a general matter, we do not specifically warrant to clients
that our work will be Year 2000 compliant, certain clients have requested and
received such warranties. In giving the warranties, we do not warrant the
compliance of third-party software; rather, we warrant only that software
created by us will be Year 2000 compliant. However, even in the absence of a
specific Year 2000 warranty, we face a risk that clients for whom we have
created or implemented software will attempt to hold us liable for any damages
that result in connection with Year 2000 problems whether or not it is
ultimately determined that we created the problems.

18
<PAGE>

THE SPECIAL MEETING OF RAZORFISH

Date; Time; Place

The special meeting of Razorfish stockholders will be held at 10:00 A.M. on
November 2, 1999 at the offices of Morrison & Foerster LLP, 1290 Avenue of the
Americas, New York, New York 10104.

Matters To Be Considered At The Special Meeting

At the special meeting Razorfish stockholders will be asked to vote on four
proposals:

1. To approve the issuance of shares of Razorfish Class A common stock to
the stockholders of i-Cube in the merger of i-Cube with Ray Merger Sub,
Inc., a wholly owned subsidiary of Razorfish. Under the merger
agreement, each outstanding share of i-Cube common stock will convert
into the right to receive 0.875 shares of Razorfish Class A common
stock;

2. To approve an amendment to the Certificate of Incorporation increasing
the number of authorized shares of Class A common stock by 21,356,655
shares (the maximum number of shares to be issued by Razorfish in
connection with the merger) from 29,999,950 to 51,356,605 shares, to
enable us to consummate the merger;

3. To approve an amendment to the 1999 Stock Incentive Plan to (A) increase
the number of shares of Class A common stock authorized for issuance
under the 1999 Stock Incentive Plan by an additional 2,640,079 shares to
3,562,406 shares, to enable us to meet our current obligations and our
need for a bigger incentive pool for the larger employee base after the
merger and (B) limit to 500,000 the number of options and stock
appreciation rights that may be awarded to an employee in any one fiscal
year of Razorfish to ensure compliance with the requirements of Section
162(m) of the Internal Revenue Code of 1986, as amended; and

Under the merger agreement, Ray Merger Sub, Inc., a wholly owned subsidiary
of Razorfish, will be merged with and into i-Cube. i-Cube, as the surviving
corporation, will become a wholly owned subsidiary of Razorfish. Proposals 1
and 2 must each be approved for the transaction to be completed. For additional
information about the terms of the merger, please refer to "The Merger
Agreement" on page 46.

Revocability Of Proxies

You may revoke a proxy at any time before it is voted by filing with the
Secretary of Razorfish an instrument revoking the proxy. Razorfish stockholders
should make such filing to the attention of Craig M. Kanarick, Secretary,
Razorfish, 107 Grand Street, 3rd Floor, New York, New York 10013. You may also
revoke a proxy at any time before it is voted by returning a duly executed
proxy bearing a later date or by attending the special meeting and voting in
person. Your attendance at the special meeting will not by itself constitute
revocation of a proxy.

Record Date; Stock Entitled to Vote; Quorum

The record date for the determination of the stockholders entitled to vote
at the special meeting is the close of business on September 29, 1999. On the
record date, 25,346,262 shares of Razorfish Class A common stock were issued
and outstanding and held by approximately 60 holders of record. A quorum is
present at the special meeting if a majority of the shares of Razorfish Class A
common stock issued and outstanding and entitled to vote on the record date are
represented in person or by proxy. In the event that a quorum is not present at
the special meeting, it is expected that the meeting will be adjourned or
postponed to solicit additional proxies. Holders of record of Razorfish Class A
common stock on the record date are entitled to one vote per share at the
special meeting on each of the proposals.

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<PAGE>

Voting Procedures

To approve proposals 1 and 3, a majority of the shares voted at the special
meeting must be voted in favor. To approve proposals 2 and 4, a majority of
the outstanding shares must be voted in favor.

All shares represented by properly executed proxies received in time for
the special meeting will be voted at the special meeting in the manner
specified by the holders. Properly executed proxies that do not contain voting
instructions will be voted "for" adoption of the proposals.

Shares of Razorfish Class A common stock represented at the special meeting
but not voting, including shares of Razorfish Class A common stock for which
proxies have been received but for which holders of shares have abstained,
will be treated as present at the special meeting for purposes of determining
the presence or absence of a quorum for the transaction of all business.

Only shares affirmatively voted for a proposal, including properly executed
proxies that do not contain voting instructions, will be counted as favorable
votes for that proposal. Brokers who hold shares of Razorfish Class A common
stock in street name for customers who are the beneficial owners of such
shares may not give a proxy to vote those customers' shares in the absence of
specific instructions from those customers. These non-voted shares are
referred to as broker non-votes and will have the effect of votes against
adoption of proposals 2 and 4. Broker non-votes will have no effect on the
approval of proposals 1 and 3. An abstention with respect to proposals 2 or 4
will count as a vote against that proposal.

The persons named as proxies by a stockholder may propose and vote for one
or more adjournments of the special meeting, including adjournments to permit
further solicitations of proxies. No proxy voted against the proposals will be
voted in favor of any such adjournment or postponement.

Razorfish does not expect that any matter other than the proposals
described in this joint proxy statement/prospectus will be brought before the
special meeting. If, however, the Razorfish board of directors properly
presents other matters, the persons named as proxies will vote in accordance
with their judgment.

Solicitation of Proxies

Razorfish will bear the cost of the solicitation of proxies from its
stockholders. In addition to solicitation by mail, the directors, officers and
employees of Razorfish and its subsidiaries may solicit proxies from
stockholders by telephone or other electronic means or in person. Razorfish
will cause brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation materials to the beneficial owners of stock held of
record by such persons. Razorfish will reimburse such custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses in doing so.

Razorfish stockholders should not surrender their stock certificates in
connection with the merger.

Razorfish Stockholders' Voting Agreements

As a condition to signing the merger agreement, i-Cube required Razorfish
stockholders Spray Ventures AB, Communicade, Inc., Jeffrey A. Dachis and Craig
M. Kanarick to enter into an agreement to vote their shares representing
approximately 73% of Razorfish common stock in favor of the merger and the
transactions specifically contemplated in the merger agreement, so long as the
Razorfish board is recommending the transaction at that time. They have signed
an irrevocable proxy to that effect. These stockholders have also agreed that,
until the merger is completed or either Razorfish or i-Cube determines to
terminate the merger agreement, they will not make a transfer of shares that
would result in the merger failing to qualify for "pooling of interests"
accounting treatment. If pooling of interests accounting treatment has been
waived as a condition to the merger, or if it cannot be achieved, the
restriction does not apply.

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<PAGE>

The Razorfish voting agreements and the proxies will terminate if any of
the following occurs:

. i-Cube executes a definitive agreement for a competing transaction;

. a material adverse change relating to i-Cube occurs; or

. the closing of the merger has not occurred on or prior to January 31,
2000.

The form of Razorfish Voting Agreement is attached to this joint proxy
statement/prospectus as Appendix E.

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<PAGE>

THE SPECIAL MEETING OF i-CUBE

Date; Time; Place

The special meeting of i-Cube stockholders will be held at 10:00 A.M. on
November 2, 1999 at the offices of Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts.

Matters To Be Considered At The Special Meeting

i-Cube stockholders will be asked to vote to approve the merger agreement.
Pursuant to the merger agreement, Ray Merger Sub, Inc., a wholly owned
subsidiary of Razorfish, will be merged with and into i-Cube. i-Cube, as the
surviving corporation, will become a wholly owned subsidiary of Razorfish.
Under the merger agreement, each outstanding share of i-Cube common stock will
convert into the right to receive 0.875 shares of Razorfish Class A common
stock.

Revocability Of Proxies

You may revoke a proxy at any time before it is voted by filing with the
Secretary of i-Cube an instrument revoking the proxy. i-Cube stockholders
should make such filing to the attention of David M. Samuels, Esq., Secretary,
i-Cube, 101 Main Street, Cambridge, Massachusetts 02142. You may also revoke a
proxy at any time before it is voted by returning a duly executed proxy bearing
a later date or by attending the special meeting and voting in person. Your
attendance at the special meeting will not by itself constitute revocation of a
proxy.

Record Date; Stock Entitled to Vote; Quorum

The record date for the determination of stockholders entitled to vote at
the special meeting is the close of business on September 29, 1999. On the
record date, 20,295,130 shares of i-Cube common stock were issued, outstanding
and entitled to vote and held by approximately 128 holders of record. A quorum
is present at the special meeting if a majority of the shares of i-Cube common
stock issued and outstanding and entitled to vote on the record date are
represented in person or by proxy. In the event that a quorum is not present at
the special meeting, it is expected that the meeting will be adjourned or
postponed to solicit additional proxies. Holders of record of i-Cube common
stock on the record date are entitled to one vote per share at the special
meeting on the proposal to approve the merger agreement.

Voting Procedures

To approve the merger agreement, a majority of the shares issued and
outstanding and entitled to vote at the special meeting must be voted in favor
of the merger agreement. Only shares affirmatively voted for approval of the
merger agreement, including properly executed proxies that do not contain
voting instructions, will be counted as favorable votes for that proposal. If
an i-Cube stockholder abstains from voting or does not vote, either in person
or by proxy, it will have the effect of a vote against approval of the merger
agreement.

All shares represented by properly executed proxies received in time for the
special meeting will be voted at the special meeting in the manner specified by
their holders. Properly executed proxies that do not contain voting
instructions will be voted "for" approval of the merger agreement.

Shares of i-Cube common stock represented at the special meeting but not
voting, including shares of i-Cube common stock for which proxies have been
received but for which holders of shares have abstained, will be treated as
present at the special meeting for purposes of determining the presence or
absence of a quorum for the transaction of all business.

Brokers who hold shares of i-Cube common stock in street name for customers
who are the beneficial owners of such shares may not give a proxy to vote those
customers' shares in the absence of specific instructions from those customers.
These non-voted shares are referred to as broker non-votes and have the effect
of votes against approval of the merger agreement.

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<PAGE>

The persons named as proxies by a stockholder may propose and vote for one
or more adjournments of the special meeting, including adjournments to permit
further solicitations of proxies. No proxy voted against approval of the merger
agreement will be voted in favor of any such adjournment or postponement.

i-Cube does not expect that any matter other than the proposal to approve
the merger agreement described in this joint proxy statement/prospectus will be
brought before the special meeting. If, however, other matters are properly
brought before the special meeting, the persons named as proxies will vote in
accordance with their judgment.

Solicitation of Proxies

i-Cube will bear the cost of the solicitation of proxies from its
stockholders. In addition to solicitation by mail, the directors, officers and
employees of i-Cube and its subsidiaries may solicit proxies from stockholders
by telephone or other electronic means or in person. i-Cube will cause
brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of stock held of record by such
persons. i-Cube will reimburse such custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses in doing so.

i-Cube stockholders should not send stock certificates with their proxies. A
transmittal form with instructions for the surrender of i-Cube common stock
certificates will be mailed to i-Cube stockholders as soon as practicable after
completion of the merger.

i-Cube Stockholders' Voting Agreements

As a condition to signing the merger agreement, Razorfish required i-Cube
stockholders Lawrence P. Begley, Gregory S. Young, John A. Young, Patrick J.
Zilvitis, Thomas J. Meredith, Michael Pehl, Joseph M. Tucci, Sundar
Subramaniam, Madhav Anand, Yannis Doganis, Edouard Aslanian, James K. McCann,
Jane Callanan and Maria A. Cirino to agree to vote their shares in favor of the
merger and related transactions, so long as the i-Cube board is recommending
the transaction at that time. They have also agreed not to make a transfer of
shares that would result in the merger failing to qualify for "pooling of
interests" accounting treatment. If pooling of interests accounting treatment
has been waived as a condition to the merger, or if it cannot be achieved, the
restriction does not apply. They have signed a voting agreement and an
irrevocable proxy promising to hold their shares until the merger is completed
or the merger agreement is terminated, and to vote their shares in favor of the
merger.

The i-Cube proxies will terminate if any of the following occurs:

. i-Cube executes a definitive agreement for a competing transaction;

. a material adverse change relating to Razorfish occurs; or

. the closing of the merger has not occurred on or prior to January 31,
2000.

The form of i-Cube Voting Agreement is attached to this joint proxy
statement/prospectus as Appendix F.

Christopher Mathias, i-Cube's Managing Director of Europe, has signed a
voting agreement which commits the shares he owns individually and also has
signed a letter agreeing to use best efforts to cause the trust that holds i-
Cube's shares of which he is a beneficiary to be voted in favor of the
transaction. Mr. Mathias and stockholders who have signed voting agreements
together own 10,961,374 shares of i-Cube common stock, comprising approximately
54% of i-Cube common stock.

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<PAGE>

THE MERGER

This section summarizes the material terms of the proposed merger. It is
qualified in its entirety by reference to the merger agreement, which is
attached as Appendix A to this joint proxy statement/prospectus. You are urged
to read the merger agreement.

The merger agreement provides that the merger will be consummated if the
approvals of the i-Cube stockholders and the Razorfish stockholders are
obtained and all other conditions to the merger are satisfied or waived as
provided in the merger agreement. On completion of the merger, each outstanding
share of i-Cube common stock will be converted into the right to receive 0.875
shares of fully paid and nonassessable Razorfish Class A common stock, par
value $.01 per share. The number 0.875 is referred to as the "Exchange Ratio."
Cash will be delivered to each i-Cube stockholder in lieu of any remaining
fractional shares.

Based on the number of currently outstanding shares of i-Cube common stock
and Razorfish Class A common stock as of September 16, 1999, assuming that all
outstanding i-Cube and Razorfish options and warrants are exercised, the
stockholders of i-Cube will own approximately 47.3% of the outstanding Class A
common stock of Razorfish following consummation of the merger. That percentage
could change depending on whether and to what extent shares of Razorfish Class
A common stock and i-Cube common stock are issued on exercise of outstanding
Razorfish or i-Cube stock options or warrants.

Background of the Merger

Razorfish and i-Cube have been generally familiar with each other's services
since 1998, because both companies have received favorable publicity in the
news media and both sell their IT services to a similar client base. In May
1999, an officer of Communicade Inc., a wholly owned subsidiary of Omnicom
Group, Inc. and a holder of approximately 31% of the outstanding Class A common
stock of Razorfish, introduced members of management of Razorfish and i-Cube to
discuss a possible strategic business relationship. At the initial meeting,
there were no further discussions about specific plans for a possible strategic
relationship. However, Razorfish and i-Cube entered into a customary
confidentiality agreement on May 28, 1999 in anticipation of the possibility of
future discussions.

On June 5, 1999, management representatives of i-Cube, including Michael
Pehl, Lawrence Begley, David Samuels, Jane Callanan, Jim McCann, Maria Cirino
and Madhav Anand, made a presentation to management representatives from
Razorfish, including Jeff Dachis, Craig Kanarick, Michael Simon, Sue Black,
Jean-Philippe Maheu, Evan Orensten, Todd Drake, Hyo Yeon and Adam Lichstein. In
this presentation, i-Cube's management discussed its services. Management
representatives of Razorfish then provided information about Razorfish and its
strategic objectives. At the conclusion of this meeting, the management
representatives of each company independently concluded that it was in their
respective company's best interest to continue to explore the possibility of a
business combination. However, specific terms and conditions for a business
combination had not yet been discussed.

After the meeting, Mr. Pehl, a director and chief executive officer of i-
Cube, and Mr. Dachis, a director and chief executive officer of Razorfish,
discussed a proposed agenda for further discussions regarding a possible
strategic relationship. Mr. Pehl and Mr. Dachis continued their discussions on
various occasions during the month of June.

On June 9, 1999, the board of directors of Razorfish held its first
regularly scheduled meeting since its initial public offering commenced on
April 27, 1999. During the course of the board meeting, Mr. Dachis made a
presentation to the board of directors regarding the prospects for potential
acquisitions or business partnerships to continue to implement the strategy set
forth in Razorfish's Registration Statement for its initial public offering.
During this presentation, Mr. Dachis apprised the board of the June 5, 1999
meeting with i-Cube. The board of directors authorized continued exploration of
a business combination with i-Cube.

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<PAGE>

Between June 10, 1999 and June 23, 1999, Razorfish consulted with Credit
Suisse First Boston in connection with further exploration of a possible
business combination with i-Cube, and subsequently engaged them as financial
advisors under an engagement letter dated as of July 15, 1999.

During the week of June 25, 1999, Mr. Begley and other representatives of
the senior management team of i-Cube met with representatives of the senior
management team of Razorfish at the offices of Credit Suisse First Boston. The
parties discussed the respective financial positions, service delivery
capabilities, sales pipelines, technologies, organizational structures and the
strategic and cultural fit of the two companies. In addition, the parties
discussed on a preliminary basis a possible business combination between i-Cube
and Razorfish.

On July 7, 1999, the board of directors of i-Cube held a special meeting to
discuss the proposed transaction. Mr. Pehl updated the i-Cube board on the
recent conversations with Razorfish. Mr. Pehl also discussed the commercial and
strategic reasons for the proposed business combination, many of which are
discussed below in "Joint Reasons for the Merger" and "i-Cube's Reasons for the
Merger." Mr. Samuels, General Counsel and Secretary of i-Cube, briefed the
board on certain legal matters, including its fiduciary duties in connection
with a proposed transaction with Razorfish. The board of directors authorized
i-Cube's management to continue discussions with Razorfish.

From July 7, 1999 to July 16, 1999, i-Cube and Razorfish exchanged
information, and the two companies' management teams and legal, financial and
accounting advisors continued their business, financial, legal and accounting
due diligence.

On July 9, 1999, Morrison & Foerster LLP, outside counsel to Razorfish,
delivered to Hale and Dorr LLP, outside counsel to i-Cube, a draft of a
proposed Agreement and Plan of Merger and related documents.

On July 14, 1999, the i-Cube board of directors held a special meeting
attended by representatives of Morgan Stanley and Hale and Dorr. Mr. Pehl
updated the i-Cube board on the recent discussions and the potential benefits
of the proposed transaction with Razorfish. Mr. Pehl also gave a report to the
board on the due diligence investigation of Razorfish. Morgan Stanley then
presented its preliminary analysis of a potential Razorfish/i-Cube merger.

After the presentation, the i-Cube board of directors discussed a number of
matters relating to the proposed transaction, including the following:

. Razorfish's business and history;

. the strategic rationale for the proposed transaction;

. i-Cube's long-term strategy and alternatives;

. the competitive landscape in the IT services sector and the financial
terms of the proposed transaction;

. the compatibility of the two companies' corporate cultures and strategic
visions;

. the capabilities of the Razorfish management team;

. the potential strategic advantages of a combination with Razorfish,
including the following:

. the ability to offer broader solutions to clients and the increased
competitive strength of the new merged company;

. the complementary nature of the two companies' customer base;

. the complementary nature of the two companies' management teams and
employee base; and

. the resulting possibility of increased stockholder value.

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<PAGE>

In addition, the board discussed at length a number of potential risks
relating to the proposed merger, including:

. the limited operating history of Razorfish and its lack of positive
earnings;

. the risks associated with past acquisitions by Razorfish; and

. the possibility of trading pressure on the two companies' stock following
the merger announcement.

The i-Cube board then discussed other alternatives available to i-Cube,
including the possibility of other strategic relationships and of continued
operations as a stand-alone company.

Mr. Tarr, a partner at Hale and Dorr, then briefed the i-Cube board on its
fiduciary duties in connection with the proposed transaction and the agreements
necessary to accomplish it. Together with Mr. Samuels, he presented to the
board the results of the legal due diligence and the terms of the draft
Agreement and Plan of Merger and related documentation. At the conclusion of
the meeting, the i-Cube board voted to direct management to continue
discussions with Razorfish and report back to the board.

On July 15, 1999, the Razorfish board of directors held a special meeting
attended by representatives of Credit Suisse First Boston. Mr. Dachis updated
the Razorfish board on the recent discussions with i-Cube and the potential
benefits of the proposed transaction with i-Cube, including the complementary
nature of i-Cube's service offering, the strong i-Cube management team, the
competitive advantages of a broader service offering and the resulting
possibility of increased stockholder value. Mr. Simon, the executive vice
president and general counsel of Razorfish, advised the Razorfish board on the
due diligence investigation of i-Cube and the principal terms of the
transaction documents. Credit Suisse First Boston then presented to the
Razorfish board its preliminary financial analysis of a potential merger of
Razorfish and i-Cube.

Between July 14, 1999 and July 18, 1999, representatives of i-Cube and
Razorfish continued to negotiate material unresolved terms of the merger
agreement and related documentation. On July 18, 1999, the i-Cube board held a
special meeting at which Mr. Pehl brought the board up-to-date on the status of
the negotiations. The i-Cube board reviewed the potential benefits of the
merger to i-Cube and its stockholders and the potential effect of the merger on
stockholder value, in light of the financial condition and prospects of i-Cube
and Razorfish and the current economic and industry environments, and other
possible strategic alternatives reasonably available to i-Cube.

On July 20, 1999, the board of directors of Razorfish held a special meeting
attended by all directors, either in person or telephonically, Mr. Simon, Ms.
Black and representatives of Credit Suisse First Boston, Arthur Andersen LLP
and Morrison & Foerster. Mark Mandel, a partner of Morrison & Foerster, advised
the board of its fiduciary duties in considering a transaction of this type.
Mr. Mandel also outlined the terms of the merger agreement, as well as the
other transaction documents. Representatives of Credit Suisse First Boston made
a presentation to the board of directors. Representatives of Arthur Andersen
LLP advised the Razorfish board that, based on the terms of the transaction and
its review of the most recent drafts of the transaction documents, the merger
would qualify to be treated as a pooling of interests transaction.

The executive officers attending the meeting and the various advisors of
Razorfish answered questions posed by the board of directors. Mr. Dachis also
discussed the commercial and strategic reasons for the proposed business
combination, many of which are discussed below in "Joint Reasons for the
Merger" and "Razorfish's Reasons for the Merger." The board discussed at length
a number of potential risks relating to the proposed merger, including the
following:

. the limited amount of time that Razorfish has been a publicly traded
company;

. the risks associated with acquisitions of this size; and

. the possibility of trading pressure on the two companies' stock following
the merger announcement.

The meeting was adjourned to allow the directors to consider the information
and documents presented to them. The board reconvened later that day and voted
to approve an offer to i-Cube on the terms presented to the board.

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<PAGE>

On July 20, 1999, the i-Cube board held a special meeting. Mr. Pehl
presented an update on the status of the negotiations of the proposed
transaction. The board considered the entire proposal made by Razorfish,
including the proposed exchange ratio, the post-merger management team and the
post-merger board of directors and concluded that they were not prepared at
that time to accept Razorfish's offer.

Between July 26, 1999 and July 29, 1999, representatives of i-Cube and
Razorfish and their respective financial advisors continued to negotiate the
terms of the proposed transaction. On July 30, 1999, the i-Cube board held a
special meeting attended by representatives of Morgan Stanley. Mr. Pehl
delivered an update on the status of the negotiations of the principal terms of
the merger agreement and related documentation, together with the remaining
unresolved issues. Representatives of Morgan Stanley discussed the status of
its financial analysis with respect to the terms of the proposed transaction,
and preliminarily advised the i-Cube board that it was prepared to deliver a
fairness opinion in connection with the merger. The board authorized management
to continue to negotiate the terms and documentation of the proposed
transaction.

From August 2, 1999 to August 4, 1999, representatives from i-Cube and
Razorfish finalized their due diligence investigations and continued to
negotiate the definitive merger agreement and the ancillary documentation. On
August 4, 1999, the i-Cube board held a special meeting during which Mr. Pehl
reported on the completed due diligence investigation of Razorfish. Mr. Pehl
then summarized for the board the status of the negotiations on management
structure and board representation of the proposed merged company and the
exchange ratio. The board discussed these matters and authorized management to
negotiate the definitive agreement and ancillary documentation.

On August 5, 1999, the Razorfish board held another special meeting. Mr.
Dachis reported on the status of the negotiations with i-Cube. Mr. Dachis
summarized for the board the status of the discussions on exchange ratio,
management structure and board representation. After discussing these issues,
the board stated its approval of the transaction and authorized management to
negotiate the definitive agreement and ancillary documentation.

Between August 7, 1999 and August 9, 1999, representatives of i-Cube's
management team met with their Razorfish counterparts for the purpose of
resolving open issues and concluding the negotiation and drafting of the
definitive merger agreement and ancillary documentation.

On the morning of August 9, 1999, the i-Cube board met in a special meeting
attended by representatives of Morgan Stanley and Hale and Dorr. Mr. Pehl
updated the board on the status of the negotiations. Mr. Tarr then briefed the
board on the legal process in connection with the merger, and Mr. Samuels
delivered a summary and analysis of the proposed principal terms of the merger
agreement. Representatives of Morgan Stanley discussed the status of its
financial analysis with respect to the companies and the proposed merger and
advised the board that it was prepared to deliver a fairness opinion in
connection with the proposed merger.

The i-Cube board considered the rationale for the proposed transaction
including the reasons summarized below in "Joint Reasons for the Merger" and
"i-Cube's Reasons for the Merger." In particular, the i-Cube board considered
the likely benefits of the merger, including the synergies to be derived from
combining the complementary service offerings of the two companies, the
opportunity for increased sales and the potential benefits to i-Cube
shareholders of owning part of a larger merged corporation with a broader range
of services and a larger, more diverse client base. In addition, the board
discussed the risks of combining the two businesses, including the following:

. the possible adverse market response to the announcement of the merger;

. the potential future impact of past acquisitions by Razorfish on
Razorfish's business, financial results and outstanding shares;

. Razorfish's limited operating history; and

27
<PAGE>

. other risks and factors described above under "Risk Factors."

After deliberations regarding the proposed merger, the meeting was adjourned
with an agreement to reconvene that evening.

During the day on August 9, 1999, representatives of i-Cube's management
team and its advisors completed a number of open details of the merger
agreement and ancillary documentation and continued to negotiate the remaining
unresolved issues. During the evening on August 9, the board of directors
reconvened a special meeting attended by representatives of Morgan Stanley and
Hale and Dorr. Mr. Pehl updated the board on the status of the negotiations and
announced that an agreement on the material terms had been reached on key
issues. Morgan Stanley delivered its opinion that the exchange ratio pursuant
to the merger agreement was fair from a financial point of view to holders of
i-Cube common stock as of such date. The i-Cube board concluded that the
transaction was fair to, and in the best interests of, i-Cube and its
stockholders and approved the agreement.

On August 9, Credit Suisse delivered to Razorfish its opinion that the
transaction was fair from a financial point of view to the stockholders of
Razorfish, other than i-Cube and its affiliates. Also on August 9, the board of
directors of Razorfish held a special meeting to consider the transaction. The
board convened telephonically, and the meeting was attended by all directors
except one. Representatives of Razorfish's management team advised the board
that all deal terms had been resolved and that definitive transaction documents
would be completed later that night. The Razorfish board considered the
rationale for the proposed transaction including the reasons summarized below
in "Joint Reasons for the Merger" and "Razorfish's Reasons for the Merger." The
Razorfish board concluded that the transaction was fair to, and in the best
interests of, Razorfish and its stockholders and all board members present
voted to approve the transaction and authorized the execution and delivery of
the merger agreement and the related documentation.

The Agreement and Plan of Merger was executed by all parties in the early
morning hours of August 10, 1999, and a press release announcing the execution
of the agreement was issued that day.

Reasons for the Merger; Recommendations of the Boards

Joint reasons for the merger. The boards of directors of Razorfish and i-
Cube have each determined that, compared to continuing to operate their
companies on a stand-alone basis, the merged company would have better
potential to improve long-term operating and financial results and would have a
superior competitive position. With digital technologies creating new modes of
business communication and interaction, Razorfish and i-Cube have each been
shaping themselves to provide a full spectrum of service offerings needed by
clients to compete in this new business environment. Razorfish is a leading-
edge international digital communications solutions provider with strong
consulting, design, creative and brand practices, while i-Cube is a leading IT
solutions provider specializing in consulting, electronic business and
transformation services, with a strong technology practice. The combined
company will be able to offer clients a broad spectrum of front-to-back-end
integrated Internet, client server and legacy systems services from a sole
source. Both companies believe that this broad and deep range of expertise and
experience, together with their combined management talent and business systems
and processes, will establish the combined company as a leading partner for
clients seeking to participate in and profit from the new business environment
created by the emergence of digital technologies.

Each company's board of directors has identified a number of additional
potential benefits of the merger that they believe will contribute to the
success of the merged companies. These potential benefits include principally
the following:

. The combined company should be able to leverage its market position and
brand recognition (with Razorfish's strength in web design and creative
services and i-Cube's strength in technology) to support the combined
company's efforts to broaden its market, increase demand for its services
and win new customers;

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<PAGE>

. The combination should facilitate the offering by the two companies of a
full spectrum of integrated technology services, from front end to back
end;

. The two companies' complementary service offerings and lack of overlap of
existing customers provide the opportunity to cross-sell services in the
areas of their respective strengths, creating the potential for increased
revenue per customer;

. The diversification of service offerings and customer base and the
increased scale of business should give the combined company improved
stability, with reduced risk of volatility of financial performance;

. The combined experience, financial resources, size and breadth of service
offerings of Razorfish and i-Cube are expected to allow the combined
company to respond more quickly and effectively to increased competition
and market demands in an industry experiencing rapid innovation and
change;

. The potential for cost savings on a percentage-of-revenue basis, through
integration of certain facilities and other economies of scale, could
yield improved operating results for the combined company; and

. The increased number of publicly traded shares could make the market for
Razorfish shares after the merger more liquid than the market for either
i-Cube or Razorfish shares before the merger.

Razorfish and i-Cube have each identified separate, additional reasons for
the combination, which are discussed below. However, each board of directors
recognizes that the potential benefits of the merger may not be realized. See
"Risk Factors."

Razorfish's reasons for merger. In reaching its decision to approve the
merger agreement and to recommend approval of the merger-related proposals by
Razorfish stockholders, the Razorfish board of directors consulted with its
management team and advisors and independently considered the proposed merger
agreement and the transactions contemplated by the merger agreement.

Together with the factors enumerated above, these matters encompassed all
the material factors the board of directors of Razorfish considered. Among
these factors, the Razorfish board of directors in particular considered the
following:

. presentations from, and discussions with, senior management,
representatives of its outside legal counsel and its independent
accounting firm, and representatives of Credit Suisse First Boston
Corporation regarding the business, financial, accounting and legal due
diligence;

. current industry, economic and market conditions, including the increased
competition;

. the competitive importance of market position, size and adequacy of
financial resources;

. the ability of Razorfish to achieve meaningful cost savings and
efficiencies on its own;

. the potential benefits of the merger to Razorfish customers and
employees;

. the terms of the merger agreement;

. current and historical market valuations of the two companies;

. the opinion of Credit Suisse First Boston Corporation that as of August
9, 1999, based upon and subject to the various considerations set forth
in the opinion, the exchange ratio was fair to Razorfish and its
stockholders, other than i-Cube and its affiliates from a financial point
of view;

. i-Cube's strong strategic skills, and its technology development,
integration and migration skills;

. the benefits to Razorfish stockholders of holding shares in a larger and
financially stronger enterprise; and

. the fact that the merger agreement is expected to qualify as a tax-free
reorganization and to be accounted for using the pooling of interests
method of accounting.

In addition, the Razorfish board believes the complementary service
offerings of Razorfish and i-Cube bring Razorfish closer to its goal of
becoming a leading provider of integrated front-to-back-end IT solutions.

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<PAGE>

In assessing the transaction, the Razorfish board considered several sources
of information, including the following:

. historical information concerning the businesses, financial performance,
condition, operations and results of operation, technology, management
style, competitive position, trends and prospects of Razorfish and i-
Cube;

. SEC filings by i-Cube;

. current and historical market prices, volatility and trading data for the
two companies;

. information and advice based on due diligence investigations by members
of Razorfish's board and management and Razorfish's legal, financial and
accounting advisors concerning the business, technology, services,
operations, properties, assets, financial condition, operating results
and prospects of i-Cube, trends in i-Cube's business and financial
results and capabilities of i-Cube's management team; and

. the presentation of Credit Suisse First Boston to the Razorfish board of
directors at its meeting held on July 29, 1999.

The Razorfish board also identified and considered a number of uncertainties
and risks in its deliberations concerning the merger, including the following:

. the risk that the potential benefits sought in the merger might not be
fully realized, if at all;

. the risk that the combined company might experience slow growth relative
to the prior growth rate of the individual companies; and

. the other risks associated with the businesses of Razorfish, i-Cube and
the merged companies and the merger described in this joint proxy
statement/prospectus under "Risk Factors."

The Razorfish board believed that the risks associated with the merger were
outweighed by the potential benefits of the merger.

As a result of the foregoing considerations, Razorfish's board determined
that the potential advantages of the merger outweighed the benefits of
remaining alone. The Razorfish board believes that the combined company would
have a far greater opportunity than Razorfish alone to compete in its industry.

In view of the variety of factors considered in connection with its
evaluation of the merger, the Razorfish board did not find it practicable to
quantify or otherwise assign relative weights to the specific factors
considered in reaching its determination and did not do so.

In addition, many of the factors contained elements that may affect the
fairness of the merger in both a positive and negative way. Except as described
above, the Razorfish board, as a whole, did not attempt to analyze each
individual factor separately to determine how it impacted the fairness of the
merger. Consequently, individual members of the Razorfish board may have given
different weights to different factors and may have viewed different factors as
affecting the determination of fairness differently.

i-Cube's reasons for the merger. In arriving at its decision to approve the
merger agreement, the i-Cube board considered a number of factors, including
those set forth under "Joint Reasons for the Merger." Together with the joint
reasons enumerated above, these matters encompassed all the material factors
the board of directors of i-Cube considered. In particular, the board of
directors of i-Cube considered the following:

. the strategic benefits expected from the merger and the anticipated
effect of the merger on long-term stockholder value, in light of the
following:

. business, financial condition, results of operations and prospects of
i-Cube and Razorfish;

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<PAGE>

. the current economic and industry environment;

. the risks and uncertainties of proceeding as a stand alone company; and

. the relative advantages and disadvantages of a number of other
strategic alternatives, taking into account the risks and uncertainties
associated with such alternatives;

. the fact that the exchange ratio represented a premium to i-Cube
stockholders based on the closing prices of the respective stocks in
recent historical periods;

. the immediate access to Internet design and creative skills that
Razorfish possesses;

. the complementary characteristics of the respective business and
management philosophies and corporate cultures of i-Cube and Razorfish;

. the potential benefits of the merger to i-Cube customers and employees;

. the potential for reduced stockholder risk after the merger as a result
of the diversification of service offerings and revenue bases;

. the fairness to i-Cube of the terms and conditions of the Agreement and
Plan of Merger, which was the product of extensive arm's-length
negotiations;

. the opinion of Morgan Stanley that, as of August 9, 1999 and based upon
and subject to the various considerations set forth in the merger
agreement, the exchange ratio pursuant to the merger agreement was fair
to the holders of i-Cube stock as of the date of such opinion from a
financial point of view; and

. the fact that the merger is expected to qualify as a tax free
reorganization and to be accounted for using the pooling of interests
method of accounting.

In assessing the transaction, the i-Cube board considered several sources of
information, including the following:

. historical information concerning the businesses, financial performance,
condition, operations and results of operation, technology and management
style, competitive position, trends and prospects of Razorfish and i-
Cube;

. SEC filings by Razorfish;

. current and historical market prices, volatility and trading data for the
two companies;

. information and advice based on due diligence investigations by members
of i-Cube's board and management and i-Cube's legal, financial and
accounting advisors concerning the business technology, services,
operations, properties, assets, financial condition, operating results
and prospects of Razorfish, trends in Razorfish's business and financial
results and capabilities of Razorfish's management team; and

. reports from Morgan Stanley on companies comparable to Razorfish and
other financial analyses performed by Morgan Stanley.

The i-Cube board also identified and considered a number of uncertainties
and risks in its deliberations concerning the merger, including the following:

. the risk that the potential benefits sought in the merger might not be
fully realized, if at all;

. the risk of loss of current brand awareness before the merged company's
new brand gains market acceptance;

. the risk that the combined company might experience slow growth relative
to the prior growth rate of the individual companies; and

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<PAGE>

. the other risks associated with the businesses of Razorfish, i-Cube and
the merged companies and the merger described in this joint proxy
statement/prospectus under "Risk Factors."

The i-Cube board believed that the risks associated with the merger were
outweighed by the potential benefits of the merger.

As a result of the foregoing considerations, i-Cube's board determined that
the potential advantages of the merger outweighed the benefits of remaining
alone. The i-Cube board believes that the combined company would have a far
greater opportunity than i-Cube alone to compete in its industry.

In view of the variety of factors considered in connection with its
evaluation of the merger, the i-Cube board did not find it practicable to
quantify or otherwise assign relative weights to the specific factors
considered in reaching its determination and did not do so.

In addition, many of the factors contained elements that may affect the
fairness of the merger in both a positive and negative way. Except as described
above, the i-Cube board, as a whole, did not attempt to analyze each individual
factor separately to determine how it impacted the fairness of the merger.
Consequently, individual members of the i-Cube board may have given different
weights to different factors and may have viewed different factors as affecting
the determination of fairness differently.

Opinion of Razorfish's Financial Advisor

Under an engagement letter dated July 15, 1999, Razorfish retained Credit
Suisse First Boston to act as its exclusive financial advisor in connection
with the merger. Credit Suisse First Boston was selected by the Razorfish board
of directors to act as Razorfish's financial advisor based on Credit Suisse
First Boston's qualifications, expertise and reputation, as well as Credit
Suisse First Boston's investment banking relationship and familiarity with
Razorfish. On August 9, 1999, Credit Suisse First Boston rendered its opinion
that, as of that date, based upon and subject to the various considerations set
forth in the Credit Suisse First Boston opinion, the exchange ratio was fair to
Razorfish and its stockholders, other than i-Cube and its affiliates, from a
financial point of view.

The full text of the Credit Suisse First Boston opinion sets forth, among
other things, assumptions made, procedures followed, matters considered and
limitations on the scope of the review undertaken by Credit Suisse First Boston
in rendering its opinion. The full text of the opinion is attached as Appendix
B to this proxy statement/prospectus and is incorporated by reference in its
entirety. Razorfish stockholders are urged to read the Credit Suisse First
Boston opinion carefully and in its entirety. The Credit Suisse First Boston
opinion addresses only the fairness of the exchange ratio to Razorfish and its
stockholders, other than i-Cube and its affiliates, from a financial point of
view as of the date of the Credit Suisse First Boston opinion, and does not
constitute a recommendation to any stockholder as to how such stockholder
should vote at the Razorfish special meeting. The summary of the Credit Suisse
First Boston opinion in this proxy statement/prospectus is qualified in its
entirety by reference to the full text of the Credit Suisse First Boston
opinion.

In arriving at its opinion, Credit Suisse First Boston reviewed certain
publicly available business and financial information relating to Razorfish and
i-Cube, as well as the merger agreement. Credit Suisse First Boston also
reviewed certain other information, including financial forecasts, provided to
it by Razorfish and i-Cube, and met with Razorfish's and i-Cube's management to
discuss the business, both past and current, and prospects of Razorfish and i-
Cube. Credit Suisse First Boston also considered certain financial and stock
market data of Razorfish and i-Cube, and Credit Suisse First Boston compared
that data with similar data for other publicly held companies in businesses it
deemed similar to those of Razorfish and i-Cube. Credit Suisse First Boston
considered the financial terms, to the extent publicly available, of certain
other recent business combinations and other transactions which have recently
been effected and that Credit Suisse First Boston deemed relevant. Credit
Suisse First Boston analyzed the potential impact of the merger on Razorfish's
earnings per share, capitalization and financial metrics on a pro forma basis.
Credit Suisse First Boston also considered

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<PAGE>

such other information, financial studies, analyzes and investigations and
financial, economic and market criteria which it deemed relevant. Credit Suisse
First Boston is familiar with Razorfish and the terms of the merger, having
participated in certain discussions and negotiations leading to the merger
agreement between representatives of Razorfish and representatives of i-Cube
and their financial advisors.

In connection with its review, Credit Suisse First Boston did not assume any
responsibility for independent verification of any of the foregoing information
and relied on its being complete and accurate in all material respects. With
respect to financial forecasts, Credit Suisse First Boston assumed that they
had been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the managements of Razorfish and i-Cube as to the
future financial performance of Razorfish and i-Cube, respectively. Razorfish
also informed Credit Suisse First Boston and Credit Suisse First Boston assumed
that the merger would be treated as a tax-free reorganization for federal
income tax purposes and accounted for as a pooling of interests in accordance
with generally accepted accounting principles. In addition, Credit Suisse First
Boston did not make an independent evaluation or appraisal of the assets or
liabilities (contingent or otherwise) of Razorfish or i-Cube, nor was Credit
Suisse First Boston furnished with any such evaluations or appraisals. The
Credit Suisse First Boston opinion is necessarily based upon financial,
economic, market and other conditions as they existed and could be evaluated on
the date of the Credit Suisse First Boston opinion. Credit Suisse First Boston
did not express any opinion as to what the value of the Razorfish common stock
actually will be when issued to i-Cube's stockholders pursuant to the merger or
the prices at which such Razorfish common stock will trade subsequent to the
merger.

The exchange ratio was determined by arm's-length negotiation between the
parties. Credit Suisse First Boston advised Razorfish during negotiations, but
did not recommend a specific exchange ratio. In preparing the Credit Suisse
First Boston opinion, Credit Suisse First Boston performed a variety of
financial and comparative analyses. The preparation of a fairness opinion is a
complex process and is not necessarily susceptible to partial analysis or
summary description. Credit Suisse First Boston believes that its analyses must
be considered as a whole and that selecting portions of its analyses and of the
factors considered by it, without considering all analyses and factors, could
create a misleading view of the processes underlying the Credit Suisse First
Boston opinion. No company or transaction used in the analysis performed by
Credit Suisse First Boston as a comparison is identical to Razorfish, i-Cube or
the contemplated merger. In addition, Credit Suisse First Boston may have given
various analyses more or less weight than other analyses, and may have deemed
various assumptions more or less probable than other assumptions, so that the
range of valuation resulting from any particular analysis described below
should not be taken to be Credit Suisse First Boston's view of the actual value
of Razorfish or i-Cube. In performing its analyses, Credit Suisse First Boston
made numerous assumptions with respect to industry performance, general
business and economic conditions and other matters, many of which are beyond
the control of Razorfish or i-Cube. The analyses performed by Credit Suisse
First Boston are not necessarily indicative of actual values or actual future
results, which may be significantly more or less favorable than suggested by
such analyses. In addition, analyses relating to the value of businesses or
assets do not purport to be appraisals or to necessarily reflect the prices at
which businesses or assets may actually be sold. The analyses performed were
prepared solely as part of Credit Suisse First Boston's analysis of the
fairness of the exchange ratio to Razorfish from a financial point of view and
were provided to the Razorfish board of directors in connection with the
delivery of the Credit Suisse First Boston opinion.

The following is a summary of the material financial analyses performed by
Credit Suisse First Boston in connection with the preparation of its opinion,
and reviewed with the Razorfish board of directors at a meeting of the
Razorfish board of directors held on July 20, 1999. Certain of the summaries of
those financial analyses include information presented in tabular format. In
order to understand fully the material financial analyses used by Credit Suisse
First Boston, the tables should be read together with the text of each summary.
The tables alone do not constitute a complete description of the material
financial analyses.

Historical Stock Price Analysis. Credit Suisse First Boston analyzed the
prices at which i-Cube common stock traded since i-Cube's initial public
offering on June 23, 1998 through July 19, 1999. Credit Suisse First Boston
noted that the all-time high price for i-Cube common stock was $32.00 on March
31, 1999, and the all-time low price for i-Cube common stock was $13.13 on
October 7, 1998.

33
<PAGE>

Public Company Trading Valuation Analysis. Credit Suisse First Boston
compared certain financial information of i-Cube with that of other companies
involved in the high-end information technology services industry, including:

International Network Whittman Hart Inc.
Services Proxicom Inc.
IXL Enterprises Inc. Viant Corp.
Scient Corp. Appnet Systems Inc.
Sapient Corp.

Such information included, among other things, the multiples of aggregate
market value, defined as market capitalization plus total debt less cash and
cash equivalents, as of July 19, 1999 to estimated revenue and estimated
earnings per share (commonly known as EPS) for calendar year 2000 prepared by
securities research analysts. Applying the range of multiples derived from the
multiples for the comparable companies to estimated revenue and estimated EPS,
Credit Suisse First Boston derived the implied i-Cube value per share and the
implied exchange ratio based on the closing stock prices as of July 19, 1999
and the estimates of securities research analysts:

<TABLE>
<CAPTION>
Implied i-Cube Implied
Value Per Share Exchange Ratio
--------------- --------------
<S> <C> <C>
Securities Research Analysts Estimates.... $28.00-$42.00 0.803x-1.240x
</TABLE>

Terminal Value Analysis. Credit Suisse First Boston performed an analysis of
the present i-Cube value per share based on i-Cube's estimated revenues and
estimated EPS for the calendar year 2001 prepared by securities research
analysts. Credit Suisse First Boston applied a discount rate of 15.0% to 20.0%
and the multiples derived from the foregoing analysis to derive the implied i-
Cube value per share and the implied exchange ratio based on the closing stock
prices as of July 19, 1999 and the estimates of securities research analysts:

<TABLE>
<CAPTION>
Implied i-Cube Implied
Value Per Share Exchange Ratio
--------------- --------------
<S> <C> <C>
Securities Research Analysts Estimates.... $33.00-$55.00 0.946x-1.577x
</TABLE>

Selected Precedent Transactions. Credit Suisse First Boston reviewed the
publicly available financial terms of the three following precedent
transactions:

. Adjacency/Sapient

. Claremont Technology Group/Complete Business Solutions

. Renaissance Solutions/Registry

Credit Suisse First Boston compared the publicly available statistics for
the precedent transactions listed above to the relevant financial statistics
for the merger based on the exchange ratio. Multiples compared by Credit Suisse
First Boston included, among other things, the aggregate value as of July 19,
1999 to last 12 months revenue for the period ended June 30, 1999 and estimated
next 12 months EPS for the period ended June 30, 2000 prepared by securities
research analysts. Applying the range of multiples derived from the multiples
for the comparable transactions to last 12 months EPS and estimated next 12
months EPS, Credit Suisse First Boston derived the implied i-Cube value per
share and the implied exchange ratio based on the closing stock prices as of
July 19, 1999 and the estimates of securities research analysts:

<TABLE>
<CAPTION>
Implied i-Cube Implied
Value Per Share Exchange Ratio
--------------- --------------
<S> <C> <C>
Securities Research Analysts Estimates.... $25.00-$34.00 0.717x-0.975x
</TABLE>

Historical Exchange Ratio Analysis. Credit Suisse First Boston compared the
historical ratios of the average closing price of i-Cube common stock to the
average closing price of Razorfish common stock over

34
<PAGE>

various periods ended July 19, 1999. The following table sets forth the ratios
of the average closing prices of i-Cube common stock compared to Razorfish
common stock for the various periods ended July 19, 1999:

<TABLE>
<CAPTION>
Average Market Exchange
Period Ended July 19, 1999 Ratio over Period
-------------------------- -----------------------
<S> <C>
One trading day.................................... 0.765x
10 trading days.................................... 0.669x
30 trading days.................................... 0.640x
Since Razorfish Initial Public Offering............ 0.585x
</TABLE>

Contribution Analysis. Credit Suisse First Boston analyzed the relative
contributions of i-Cube and Razorfish to the pro forma revenue, operating
income and net income of the combined company, based on estimates for calendar
years 1999 and 2000 prepared by securities research analysts. Credit Suisse
First Boston derived the implied i-Cube ownership of the combined company, the
implied exchange ratio and the implied i-Cube value per share based on such
estimates. The following table sets forth the results of Credit Suisse First
Boston's analysis:

<TABLE>
<CAPTION>
Implied i-
Cube Implied Implied i-Cube
Ownership Exchange Ratio Value Per Share
----------- -------------- ---------------
<S> <C> <C> <C>
Securities Research Analysts
Estimates..................... 65.0%-75.0% 1.936x-3.127x $67.52-$109.07
</TABLE>

Pro Forma Earnings Impact Analysis. Credit Suisse First Boston analyzed
certain pro forma effects of the merger, including, among other things, the
impact of the merger on the estimated earnings for the fourth quarter of
calendar year 1999 and for the calendar year 2000 prepared by securities
research analysts. The following table set forth the resulting
accretion/(dilution) to the combined company's earnings for the fourth quarter
of calendar year 1999 and calendar year 2000 based on such estimates:

<TABLE>
<CAPTION>
Accretion/(Dilution)
---------------------------
Q4, 1999 Calendar Year 2000
-------- ------------------
<S> <C> <C>
Securities Research Analysts Estimates......... 161.7% 122.2%
</TABLE>

Pro Forma Valuation of Combined Company Analysis. Credit Suisse First Boston
analyzed the pro forma impact of the merger on the combined company's estimated
revenues and estimated earnings per share for calendar year 2000 prepared by
securities research analysts. Credit Suisse First Boston applied the range of
multiples set forth below to pro forma estimated revenues and estimated EPS,
which implied the following combined company value per share and the resulting
accretion/(dilution) to Razorfish's current stockholders:

<TABLE>
<CAPTION>
Implied Combined Implied Razorfish
Company Stockholder
Value Per Share Accretion/(Dilution)
---------------- --------------------
<S> <C> <C>
Securities Research Analysts
Estimates:
Calendar Year 2000 Revenue........ $37.85-$53.75 8.5%-54.1%
Calendar Year 2000 EPS............ $30.78-$43.98 (11.7)%-26.1%
</TABLE>

As described above, Credit Suisse First Boston's opinion and presentation to
the Razorfish board of directors was one of many factors taken into
consideration by the Razorfish board of directors in making its determination
to recommend the merger agreement and the transactions contemplated thereby.
Consequently, the analyses described above should not be viewed as
determinative of the opinion of the Razorfish board of directors or the
management of Razorfish with respect to the value of i-Cube or whether the
Razorfish board of directors would have been willing to agree to a different
exchange ratio.

The Razorfish board of directors retained Credit Suisse First Boston to act
as its financial advisor in connection with the merger. Credit Suisse First
Boston was selected by the Razorfish Board of Directors based on Credit Suisse
First Boston's qualifications, expertise and reputation, as well as its
familiarity with Razorfish.

35
<PAGE>

Credit Suisse First Boston is an internationally recognized investment banking
and advisory firm. Credit Suisse First Boston, as part of its investment
banking business, is continuously engaged in the valuation of businesses and
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for corporate and other
purposes. In the past, Credit Suisse First Boston and its affiliates have
provided financing and advisory services for Razorfish, including acting as the
lead underwriter for its initial public offering, and have received fees for
the rendering of these services. In the ordinary course of its business, Credit
Suisse First Boston and its affiliates may actively trade the equity securities
of Razorfish and i-Cube for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities.

Pursuant to an engagement letter dated July 15, 1999, Razorfish engaged
Credit Suisse First Boston to provide financial advisory services to the
Razorfish board of directors in connection with the merger, including, among
other things, rendering its opinion and making the presentation referred to
above. Pursuant to the terms of the engagement letter, Razorfish has agreed to
pay Credit Suisse First Boston a customary fee in connection with the
engagement. In addition, Razorfish has agreed to reimburse Credit Suisse First
Boston for its out-of-pocket expenses, including attorney's fees, incurred in
connection with its engagement and to indemnify Credit Suisse First Boston and
certain related persons against certain liabilities and expenses arising out of
or in conjunction with its rendering of services under its engagement,
including liabilities arising under the federal securities laws.

Opinion of i-Cube's Financial Advisor

The i-Cube board of directors selected Morgan Stanley to act as i-Cube's
financial advisor based on Morgan Stanley's qualifications, expertise and
reputation and its knowledge of the business and affairs of i-Cube. At the
meeting of the i-Cube board of directors on August 9, 1999, Morgan Stanley
rendered its oral opinion, subsequently confirmed in writing, that as of August
9, 1999, based upon and subject to the various considerations set forth in the
opinion, the exchange ratio pursuant to the merger agreement was fair from a
financial point of view to the holders of the i-Cube common stock.

The full text of the written opinion of Morgan Stanley dated August 9, 1999
which sets forth, among other things, the assumptions made, procedures
followed, matters considered and limitations on the scope of the review
undertaken by Morgan Stanley in rendering its opinion is attached as Appendix C
to this document. i-Cube stockholders are urged to, and should, read the
opinion carefully and in its entirety. Morgan Stanley's opinion is directed to
the i-Cube board of directors and addresses only the fairness of the exchange
ratio pursuant to the merger agreement from a financial point of view to the
holders of i-Cube common stock as of the date of the opinion. It does not
address any other aspect of the merger and does not constitute a recommendation
to any holder of i-Cube common stock as to how to vote at the i-Cube special
meeting. The summary of the opinion of Morgan Stanley set forth in this
document is qualified in its entirety by reference to the full text of the
opinion.

In connection with rendering its opinion, Morgan Stanley, among other
things:

. reviewed certain publicly available financial statements and other
business and financial information of i-Cube and Razorfish;

. reviewed certain internal financial statements and other financial and
operating data concerning i-Cube and Razorfish prepared by the
managements of i-Cube and Razorfish;

. discussed certain financial projections prepared by the managements of i-
Cube and Razorfish;

. discussed the past and current operations and financial condition and the
prospects of i-Cube, including information relating to certain strategic,
financial and operational benefits anticipated from the merger, with
senior executives of i-Cube;

36
<PAGE>

. discussed the past and current operations and financial condition and the
prospects of Razorfish, including information relating to certain
strategic, financial and operational benefits anticipated from the
merger, with senior executives of Razorfish;

. reviewed the pro forma impact of the merger on Razorfish's earnings per
share and other financial ratios;

. reviewed the reported prices and trading activity for the i-Cube common
stock and the Razorfish common stock;

. compared the financial performance of i-Cube and Razorfish and the prices
and trading activity of the i-Cube common stock and the Razorfish common
stock with that of certain other comparable publicly-traded companies and
their securities;

. reviewed the financial terms, to the extent publicly available, of
certain comparable merger-of-equals strategic combinations and certain
comparable acquisition transactions deemed relevant;

. participated in discussions and negotiations among representatives of i-
Cube and Razorfish and their financial and legal advisors;

. reviewed the merger agreement and certain related documents; and

. considered such other factors as Morgan Stanley deemed appropriate.

Morgan Stanley assumed and relied upon, without independent verification,
the accuracy and completeness of the information reviewed by it for the
purposes of its opinion. With respect to the internal financial statements and
other financial and operating data, including forecasts, and discussions
relating to the strategic, financial and operational benefits anticipated from
the merger provided by i-Cube and Razorfish, Morgan Stanley assumed that they
have, in each case, been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the prospects of i-Cube and
Razorfish. Morgan Stanley relied upon the assessment by the managements of i-
Cube and Razorfish of their ability to retain key employees of i-Cube and
Razorfish. Morgan Stanley also relied upon, without independent verification,
the assessment by the managements of i-Cube and Razorfish of the following:

. the strategic and other benefits expected to result from the merger;

. i-Cube's and Razorfish's technologies, products or services;

. the timing and risks associated with the integration of i-Cube and
Razorfish; and

. the validity of, and risks associated with, i-Cube's and Razorfish's
existing and future technologies, products or services.

Morgan Stanley did not make any independent valuation or appraisal of the
assets or liabilities or technology of i-Cube or Razorfish, nor had Morgan
Stanley been furnished with any such appraisals. In addition, Morgan Stanley
assumed that the merger will be accounted as a "pooling-of-interests" business
combination in accordance with U.S. generally accepted accounting principles
and that the merger will be treated as a tax-free reorganization and/or
exchange, pursuant to the Internal Revenue Code of 1986 and will be consummated
in accordance with the terms set forth in the merger agreement. Morgan
Stanley's opinion is necessarily based on financial, economic, market and other
conditions as in effect on, and the information made available to it as of the
date of its opinion.

The following is a brief summary of the material analyses performed by
Morgan Stanley in connection with its oral opinion and the preparation of its
opinion letter dated August 9, 1999. Certain of these summaries of financial
analyses include information presented in tabular format. In order to
understand fully the financial analyses used by Morgan Stanley, the tables must
be read together with the text of each summary. The tables alone do not
constitute a complete description of the financial analyses.

37
<PAGE>

Comparative Stock Price Performance. Morgan Stanley reviewed the recent
stock price performance of i-Cube and Razorfish and compared their performance
with that of a group of companies. The first group (which we refer to
collectively as the "High Growth IT Services Index") included:

. Answerthink Consulting Group, Inc.
. Cambridge Technology Partners, Inc.
. International Network Services
. Sapient Corp.
. Whittman-Hart, Inc.

The second group (which we refer to collectively as the "Internet Services
Index") included:

. iXL Enterprises, Inc.
. Modem Media Poppe Tyson, Inc.
. Proxicom, Inc.
. Scient Corp.
. USWeb Corp.
. Viant Corp.

Morgan Stanley observed that over the period from June 23, 1998 to August 6,
1999, the market price of i-Cube common stock increased 74% compared with a
decrease of 12% for the High Growth IT Services Index and an increase of 16%
for the S&P 500. Morgan Stanley also observed that over the period from April
26, 1999 to August 6, 1999, the market price of Razorfish common stock
increased 78% compared with an increase of 16% for the Internet Services Index
and a decrease of 4% for the S&P 500.

Peer Group Comparison. Morgan Stanley compared certain financial
information of i-Cube and Razorfish with publicly available information for the
companies comprising the High Growth IT Services Index and Internet Services
Index as described above. Based on estimates from securities research analysts,
and using the closing prices of i-Cube and Razorfish common stock on August 6,
1999 of $20.81 and $28.44, respectively, such analysis showed that as of August
6, 1999:

<TABLE>
<CAPTION>
High Growth
IT Services Index
------------------
i-Cube Low Median High
--------- ----- ------ -----
<S> <C> <C> <C> <C>
Calendar Year 1999 P/E Multiple............... 43.3x 25.0x 52.2x 74.3x
Calendar Year 2000 P/E Multiple............... 30.6x 17.2x 33.7x 54.2x
Calendar Year 2000 P/E Multiple to 5-Year
Growth Rate.................................. 0.77x 0.44x 0.81x 1.20
<CAPTION>
Internet Services
Index
------------------
Razorfish Low Median High
--------- ----- ------ -----
<S> <C> <C> <C> <C>
Aggregate Value/Calendar Year 1999 Revenue.... 13.5x 3.0x 10.4x 17.9x
Aggregate Value/Calendar Year 2000 Revenue.... 9.7x 2.0x 6.5x 9.1x
</TABLE>

No company utilized in the peer group comparison analysis is identical to i-
Cube or Razorfish. In evaluating the peer groups, Morgan Stanley made judgments
and assumptions with regard to industry performance, general business,
economic, market and financial conditions and other matters, many of which are
beyond the control of i-Cube and Razorfish, such as the impact of competition
on the businesses of i-Cube and Razorfish and the industry generally, industry
growth and the absence of any adverse material change in the financial
condition and prospects of i-Cube, Razorfish or the industry or in the
financial markets in general. Mathematical analysis, such as determining the
average or median, is not in itself a meaningful method of using peer group
data.

Analysis of Selected Precedent Transactions. Morgan Stanley reviewed 28
merger-of-equals strategic combination transactions across a wide range of
industries.

38
<PAGE>

Morgan Stanley also reviewed the following IT Services related transactions:

. the acquisition of Think New Ideas, Inc. by Answerthink Consulting Group,
Inc.

. the acquisition of Conduit Communications Ltd by i-Cube, Inc.

. the acquisition of Adjacency, Inc. by Sapient Corp.

. the acquisition of Computer Management Sciences, Inc. by Computer
Associates International, Inc.

. the acquisition of Carnegie Group, Inc. by Logica plc.

. the acquisition of CKS Group, Inc. by USWeb Corp.

. the acquisition of InTime Systems International, Inc. by ARIS Corp.

. the acquisition of Claremont Technology Group, Inc. by Complete Business
Solutions, Inc.

. the acquisition of Walsh International, Inc. by IMS Health, Inc.

. the acquisition of Renaissance Solutions, Inc. by Registry, Inc.

Morgan Stanley compared certain publicly available statistics for the
selected merger-of-equals strategic combination transactions and the
transactions listed above to the comparable financial statistics for i-Cube
based on the value of i-Cube implied by the exchange ratio and the closing
price for i-Cube common stock and Razorfish common stock as of August 6, 1999.

The following table presents the low, median and high offer price premia
both one trading day and one month prior to announcement offer price premia for
the merger-of-equals strategic combination transactions, compared to the
respective offer price for the merger as of August 6, 1999.

<TABLE>
<CAPTION>
Offer Price Premium
-------------------------------
1 Day Prior to 1 Month Prior to
Announcement Announcement
-------------- ----------------
<S> <C> <C>
Low........................................ (8.7%) (4.9%)
Median..................................... 7.2% 8.7%
High....................................... 49.8% 67.8%
i-Cube..................................... 19.6% 35.0%
</TABLE>

The following table presents the low, median and high offer price premia and
exchange ratio premia both one trading day and one month prior to announcement
offer price premia as wells as the 10 trading day and 30 trading day prior to
announcement implied exchange ratio premia for the IT Services transactions,
compared to the respective offer price and implied exchange ratio premium for
the merger as of August 6, 1999.

<TABLE>
<CAPTION>
Offer Price Premium Exchange Ratio Premium
------------------------- -------------------------------
1 Day 1 Month 10 Trading Days 30 Trading Days
Prior to Prior to Prior to Prior to
Announcement Announcement Announcement Announcement
------------ ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Low............... 1.3% 12.1% 15.7% 19.8%
Median............ 20.2% 59.1% 28.3% 31.9%
High.............. 90.5% 122.2% 56.6% 62.5%
i-Cube............ 19.6% 35.0% 30.6% 32.2%
</TABLE>

No transaction utilized as a comparison in the precedent transactions
analysis is identical to the merger. In evaluating the IT Services and merger-
of-equals strategic combination transactions, Morgan Stanley made judgements
and assumptions with regard to industry performance, general business,
economic, market and financial conditions and other matters, many of which are
beyond the control of i-Cube and Razorfish, such as the impact of competition
on the businesses of i-Cube and Razorfish and the industry generally, industry
growth and the absence of any adverse material change in the financial
condition and prospects of i-Cube, Razorfish or

39
<PAGE>

the industry or in the financial markets in general. Mathematical analysis,
such as determining the average or median, is not in itself a meaningful method
of using comparable transaction data.

Exchange Ratio Analysis. Morgan Stanley reviewed the ratios of the closing
prices of i-Cube common stock divided by the corresponding prices of Razorfish
common stock over various periods from April 26, 1999 to August 6, 1999 and
computed the premia represented by the exchange ratio over the averages of
these daily ratios over various periods. The following table presents the range
of implied exchange ratios over the periods covered and the implied exchange
ratios as of August 6, 1999 and July 6, 1999, compared to the exchange ratio of
the merger.

<TABLE>
<CAPTION>
Percentage Premium Represented
Average Exchange by Exchange Ratio in Merger Over
Period Ending August 6, 1999 Ratio Over Period Historical Exchange Ratio
---------------------------- ----------------- --------------------------------
<S> <C> <C>
As of August 6, 1999.... 0.732x 19.6%
As of July 6, 1999...... 0.648x 35.0%
10 Prior Trading Days... 0.670x 30.6%
30 Prior Trading Days... 0.662x 32.2%
Since April 26, 1999.... 0.661x 43.2%
</TABLE>

Discounted Equity Value. Morgan Stanley performed an analysis of the present
value per share of i-Cube on a standalone basis based on i-Cube's future
trading price. Morgan Stanley observed the following, based on calendar year
2000 revenue estimates from both securities research analysts and i-Cube
management, an illustrative P/E multiple of 30x and an illustrative discount
rate of 17%, the present value per share of i-Cube common stock ranged from $17
to $34.

Morgan Stanley compared the results of the i-Cube standalone analysis to an
analysis of the present value per share of the implied value of i-Cube based on
Razorfish's future trading price assuming completion of the merger. Morgan
Stanley observed that, based on calendar year 2000 revenue estimates from both
securities research analysts and i-Cube and Razorfish management for both
companies, an illustrative range of P/E multiples of 30x to 40x and an
illustrative discount rate of 17%, the present value per equivalent share of
i-Cube stock ranged from $21 to $58.

Morgan Stanley also performed an analysis of the present value per share of
the implied value of Razorfish on a standalone basis based on Razorfish's
future trading price. Morgan Stanley observed that, based on calendar year 2000
revenue estimates from both securities research analysts and Razorfish
management, an illustrative range of P/E multiples of 30.0x to 42.5x and an
illustrative discount rate of 17%, the present value per share of Razorfish
common stock ranged from $18 to $53. Morgan Stanley observed that the price of
Razorfish common stock on August 6, 1999 was $28.44.

Pro Forma Merger Analysis. Morgan Stanley analyzed the pro forma impact of
the merger on Razorfish's projected earnings per share for calendar year 1999
and 2000. Such analysis was based on earnings projections by securities
research analysts for both companies. Based on this analysis, Morgan Stanley
observed that, assuming that the merger was treated as a pooling-of-interests
transaction, the merger would result in significant earnings per share
accretion for Razorfish stockholders, before taking into account any one-time
charges or synergies.

Relative Contribution Analysis. Morgan Stanley analyzed the pro forma
contribution of each of i-Cube and Razorfish to the combined company assuming
completion of the merger and based on estimates from securities research
analysts for both companies. The analysis showed, among other things, that in
terms of calendar year 1999 projected revenue, calendar year 2000 projected
revenue, calendar year 1999 projected operating income and calendar year 2000
projected operating income, i-Cube would contribute 61.4%, 62.8%, 78.3% and
82.6%, respectively, to the combined company.

Morgan Stanley also analyzed the pro forma contribution of each of i-Cube
and Razorfish to the combined company assuming completion of the merger and
based on estimates from i-Cube and Razorfish management

40
<PAGE>

for both companies. The analysis showed, among other things, that in terms of
calendar year 1999 projected revenue, calendar year 2000 projected revenue,
calendar year 1999 projected operating income and calendar year 2000 projected
operating income, i-Cube would contribute 57.4%, 55.9%, 60.8% and 58.3%,
respectively, to the combined company.

Morgan Stanley also analyzed the pro forma contribution of each of i-Cube
and Razorfish to the combined company assuming completion of the merger and
based on the actual number of total employees for both companies as of June 30,
1999. The analysis showed, among other things, that in terms of total
employees, i-Cube would contribute 49.1% to the combined company.

These figures were compared to the pro forma fully-diluted ownership of the
combined company by i-Cube stockholders of 47% implied by the merger.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. In arriving
at its opinion, Morgan Stanley considered the results of all of its analyses as
a whole and did not attribute any particular weight to any analysis or factor
considered by it. Furthermore, Morgan Stanley believes that selecting any
portion of its analyses, without considering all analyses, would create an
incomplete view of the process underlying its opinion. In addition, Morgan
Stanley may have given various analyses and factors more or less weight than
other analyses and factors, and may have deemed various assumptions more or
less probable than other assumptions, so that the ranges of valuations
resulting from any particular analysis described above should not be taken to
be Morgan Stanley's view of the actual value of i-Cube or Razorfish. In
performing its analyses, Morgan Stanley made numerous assumptions with respect
to industry performance, general business and economic conditions and other
matters, many of which are beyond the control of i-Cube and Razorfish. Any
estimates contained in Morgan Stanley's analyses are not necessarily indicative
of future results or actual values, which may be significantly more or less
favorable than those suggested by such estimates.

The analyses performed were prepared solely as part of Morgan Stanley's
analysis of the fairness of the exchange ratio pursuant to the merger agreement
from a financial point of view to the holders of the i-Cube common stock as of
the date of the opinion and were conducted in connection with the delivery of
the Morgan Stanley opinion. The analyses do not purport to be appraisals or to
reflect the prices at which i-Cube or Razorfish might actually be sold.

The exchange ratio pursuant to the merger agreement was determined through
arm's-length negotiations between i-Cube and Razorfish and was approved by the
i-Cube Board of Directors. Morgan Stanley provided advice to i-Cube during such
negotiations; however, Morgan Stanley did not recommend any specific exchange
ratio to i-Cube or that any specific exchange ratio constituted the only
appropriate exchange ratio for the merger.

In addition, Morgan Stanley's opinion and presentation to the i-Cube Board
of Directors was one of many factors taken into consideration by i-Cube's Board
of Directors in making its decision to approve the merger. Consequently, the
Morgan Stanley analyses as described above should not be viewed as
determinative of the opinion of the i-Cube Board of Directors with respect to
the exchange ratio or of whether the i-Cube Board of Directors would have been
willing to agree to a different exchange ratio.

Morgan Stanley is an internationally recognized investment banking and
advisory firm. Morgan Stanley, as part of its investment banking business, is
continuously engaged in the valuation of businesses and securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for corporate, estate and other purposes. In the
past, Morgan Stanley and its affiliates have provided financing and advisory
services for i-Cube and have received fees for the rendering of these services.
In the ordinary course of Morgan Stanley's trading and brokerage activities,
Morgan Stanley or its affiliates may at any time hold long or short positions,
may trade or otherwise effect transactions, for its own account or for the
account of customers in the equity securities of i-Cube and Razorfish.

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Under the engagement letter, Morgan Stanley provided financial advisory
services and a financial fairness opinion in connection with the merger, and i-
Cube agreed to pay Morgan Stanley a customary fee for its services. i-Cube has
also agreed to reimburse Morgan Stanley for its expenses incurred in performing
its services. In addition, i-Cube has also agreed to indemnify Morgan Stanley
and its affiliates, their respective directors, officers, agents and employees
and each person, if any, controlling Morgan Stanley or any of its affiliates
against certain liabilities and expenses, including certain liabilities under
the federal securities laws, related to or arising out of Morgan Stanley's
engagement.

Interests of Management in the Merger

General. Executive officers and members of the boards of both Razorfish and
i-Cube have interests in the merger that differ from the interests of their
stockholders generally. Both boards were aware of these interests and
considered them, among other matters, in approving the merger agreement and the
transactions contemplated thereby.

Indemnification And Insurance. The merger agreement provides that Razorfish
will indemnify each present and former director or officer of i-Cube or any of
its subsidiaries to the extent that they are indemnified by i-Cube prior to the
merger with respect to liabilities for acts or omissions occurring at or prior
to the date of the merger. The merger agreement also provides that Razorfish
will assume any indemnification agreements in effect on the date of the merger
and that Razorfish will maintain i-Cube's current directors' and officers'
liability insurance coverage on terms no less favorable than the policy in
effect on August 10, 1999 for six years after the date of the merger. However,
Razorfish is not obligated to pay more than 150% of the amount paid for annual
premiums by i-Cube in 1998.

Options. At the time of the merger, under their employment agreements with
i-Cube, vesting for stock options totaling 252,655 Razorfish shares for Michael
Pehl and 127,969 Razorfish shares for Lawrence P. Begley, will accelerate and
become immediately exercisable.

Directors and Executive Officers. At the time of the merger, Razorfish will
appoint Michael Pehl, i-Cube's Chairman and Chief Executive Officer, to be a
director and the Chief Operating Officer of Razorfish, and will appoint
Lawrence P. Begley, a director of i-Cube and its Executive Vice President and
Chief Financial Officer, to be a director and the Executive Vice President and
Chief Financial Officer of Razorfish.

Razorfish has entered into an employment agreement with Mr. Pehl which will
become effective upon consummation of the merger. Pursuant to this employment
agreement, Mr. Pehl will serve as Chief Operating Officer, will be paid an
annual base salary of $300,000 and will receive up to $4,000 per month in
housing allowance to rent an apartment in New York City. Mr. Pehl will also be
eligible to receive a bonus for 1999 of up to 75% of his base salary subject to
the terms and conditions of the i-Cube bonus plan and will be eligible to
receive a bonus in 2000 as determined by the Compensation Committee of the
Razorfish board of directors.

The initial term of the agreement is one year and the agreement
automatically renews for successive one year terms unless terminated by either
party 60 days prior to the then-current term.

The agreement contains customary provisions relating to the protection of
confidential information, and non-solicitation of Razorfish's employees or
clients upon the executive's termination of employment. The agreement also
provides that during the term of the agreement and for 6 months after his
employment terminates, Mr. Pehl will not compete with the business of
Razorfish.

Effective Time

The merger will occur upon the filing of a certificate of merger with the
Secretary of State of the State of Delaware. The time the certificate is filed
is referred to as the "Effective Time." The filing of the certificate of merger
is required to occur no later than the second business day after the
satisfaction or waiver of the closing conditions set forth in the merger
agreement.

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Anticipated Accounting Treatment

The merger is intended to qualify as a pooling of interests for accounting
and financial reporting purposes. Under this method of accounting, the recorded
historical cost basis of the assets and liabilities of Razorfish and i-Cube
will be carried forward to the operations of the combined company at their
historical recorded amounts. Results of operations of the combined company will
include income of Razorfish and i-Cube for the entire fiscal period in which
the combination occurs, and the historical results of operations of the
separate companies for fiscal years prior to the merger will be combined and
reported as the results of operations of the combined company. No adjustments
have been made to the unaudited condensed pro forma financial statements of
Razorfish and i-Cube to conform the accounting policies of the combined company
as the nature and amounts of such adjustments are deemed insignificant.

Consummation of the merger is conditioned upon receipt by each of Razorfish
and i-Cube of a letter from their respective independent public accountants
stating that, in their respective opinions, they concur with the conclusions of
the management of Razorfish and i-Cube that the criteria for pooling of
interests accounting have been met. However, some of the conditions to be met
for pooling of interests accounting cannot be fully assessed until the passage
of specified periods of time after the Effective Time. Accordingly, it is
possible that, despite receipt of the accountants' letters, later events could
prevent the merger from qualifying for pooling of interests accounting
treatment. For information concerning certain restrictions to be imposed on the
transferability of Razorfish Class A common stock held by affiliates of
Razorfish and i-Cube stockholders following the merger in order, among other
things, to ensure the availability of pooling of interests accounting
treatment, see "The Merger--Resale Restrictions and Lock-Up Agreements."

Regulatory Approvals

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and related
rules, the merger cannot be completed until notifications have been given and
information has been furnished to the Federal Trade Commission and the
Antitrust Division of the Department of Justice and specified waiting period
requirements have been satisfied. Razorfish and i-Cube filed notification and
report forms with the Federal Trade Commission and the Antitrust Division on
August 20, 1999. On September 3, 1999, the Antitrust Division granted early
termination of the waiting period. At any time before or after consummation of
the merger, the Antitrust Division or the Federal Trade Commission, or any
state, could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the consummation
of the merger or seeking divestiture of particular assets of Razorfish or i-
Cube. Private parties also may seek to take legal action under the antitrust
laws. In addition, non-United States governmental and regulatory authorities
may seek to take action under applicable antitrust laws. There can be no
assurance that a challenge to the merger will not be made or, if such challenge
is made, that Razorfish and i-Cube will prevail.

Other Effects Of The Merger; Delisting Of i-Cube Shares

After the merger, i-Cube stockholders will become stockholders of Razorfish.
The rights of all such stockholders will be governed by the certificate of
incorporation and bylaws of Razorfish. For a description of the difference
between the rights of Razorfish and i-Cube stockholders, see "Comparison of
Rights of Razorfish Stockholders and i-Cube Stockholders."

If the merger is consummated, shares of i-Cube common stock will cease to be
listed on The Nasdaq National Market. In addition, i-Cube will deregister the
i-Cube common stock under the Exchange Act and, accordingly, will no longer be
required to file periodic reports pursuant to the Exchange Act.

No Appraisal Rights

Under Delaware corporate law, holders of i-Cube common stock are not
entitled to appraisal rights in connection with the merger because, on the
record date, i-Cube common stock was designated and quoted for

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trading on the Nasdaq National Market and will be converted into shares of
Razorfish Class A common stock, which at the effective time of the merger will
be listed on the Nasdaq National Market.

Holders of Razorfish Class A common stock prior to the merger are also not
entitled to appraisal rights in connection with the merger.

Material Federal Income Tax Consequences

The following general discussion summarizes the opinion of Hale and Dorr
LLP, special counsel to i-Cube, as to the anticipated material United States
federal income tax consequences of the merger to holders of i-Cube common stock
who exchanged such stock for Razorfish Class A common stock in the merger,
which opinion is filed as an exhibit to the registration statement of which
this joint proxy statement/prospectus is a part. This discussion addresses only
such stockholders who hold their i-Cube common stock as a capital asset, and
does not address all of the United States federal income tax consequences that
may be relevant to particular stockholders in light of their individual
circumstances or to stockholders who are subject to special rules under the
federal income tax laws. Stockholders subject to special rules include,
financial institutions, tax-exempt organizations, insurance companies, dealers
in securities or foreign currencies, foreign holders, persons who hold such
shares as a hedge against currency risk, as an appreciated financial position,
or as part of a constructive sale or conversion transaction, or holders who
acquired their shares upon the exercise of employee stock options or otherwise
as compensation. The following discussion is not binding on the Internal
Revenue Service. It is based upon the Internal Revenue Code, laws, regulations,
rulings and decisions in effect as of the date of this joint proxy
statement/prospectus, all of which are subject to change, possibly with
retroactive effect. Tax consequences under state, local and foreign laws are
not addressed.

Holders of i-Cube common stock are strongly urged to consult their tax
advisors as to the specific tax consequences to them of the merger, including
the applicability and effect of federal, state and local and foreign income and
other tax laws in their particular circumstances.

No ruling has been, or will be, sought from the Internal Revenue Service as
to the United States federal income tax consequences of the merger. It is a
condition to the completion of the merger that i-Cube receive an opinion from
Hale and Dorr LLP, special counsel to i-Cube, stating that the merger will
qualify for United States federal income tax purposes as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code. Such opinion
will be based on customary assumptions and representations made by i-Cube, Ray
Merger Sub, Inc. and Razorfish. An opinion of counsel represents counsel's best
legal judgment and is not binding on the Internal Revenue Service or any court.

The merger will qualify as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code. Holders of i-Cube common stock who
exchange their i-Cube common stock for Razorfish Class A common stock in the
merger will not recognize gain or loss for United States federal income tax
purposes, except with respect to cash, if any, they receive instead of a
fractional share of Razorfish common stock. Each holder's aggregate tax basis
in the Razorfish common stock received in the merger will be the same as his or
her aggregate tax basis in the i-Cube common stock surrendered in the merger,
decreased by the amount of any tax basis allocable to any fractional share
interest for which cash is received. The holding period of the Razorfish Class
A common stock received in the merger by a holder of i-Cube common stock will
include the holding period of i-Cube common stock that he or she surrendered in
the merger.

A holder of i-Cube common stock who receives cash instead of a fractional
share of Razorfish common stock will recognize gain or loss equal to the
difference between the amount of cash received and his or her tax basis in the
Razorfish common stock that is allocable to the fractional share. That gain or
loss generally will constitute capital gain or loss. In the case of an
individual stockholder, any such capital gain will be subject to a maximum
United States federal income tax rate of 20% if the individual has held his or
her i-Cube common stock for more than 12 months at the effective time of the
merger. The deductibility of capital losses is subject to limitations for both
individuals and corporations.

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A successful Internal Revenue Service challenge to the "reorganization"
status of the merger would result in an i-Cube stockholder recognizing gain or
loss with respect to each share of i-Cube common stock surrendered in the
merger equal to the difference between the i-Cube holder's basis in such share
and the fair market value, as of the effective time of the merger, of the
Razorfish Class A common stock received in exchange therefor. In such event, an
i-Cube stockholder's aggregate tax basis in the Razorfish Class A common stock
so received would equal its fair market value, and the i-Cube stockholder's
holding period for such stock would begin the day after the merger.

Resale Restrictions And Lockup Agreements

Razorfish common stock issued in the merger will not be subject to any
restrictions on transfer arising under the Securities Act of 1933, except for
shares issued to any i-Cube stockholder who may be deemed to be an "affiliate"
of i-Cube or Razorfish for purposes of Rule 145 under the Securities Act or for
purposes of qualifying the merger for pooling of interests accounting
treatment. Each such affiliate receiving Razorfish shares in the merger has
agreed not to transfer any Razorfish common stock received in the merger except
in compliance with the resale provisions of Rule 144 or 145 under the
Securities Act or as otherwise permitted under the Securities Act. In addition,
each current Razorfish affiliate and each affiliate of i-Cube has agreed not to
transfer its holdings of Razorfish common stock until after such time as
financial results covering at least 30 days of combined operations of Razorfish
and i-Cube after the merger have been published if the transfer would cause the
merger not to be treated as a "pooling-of-interests," the transfer is not in
accordance with Rule 144 or the transferee does not agree to be bound by the
terms of the voting agreements. Razorfish has agreed to accelerate the ordinary
course publication of combined financial results in certain circumstances
designed to limit the duration of these restrictions. This proxy
statement/prospectus does not cover resales of Razorfish common stock received
by any person upon completion of the merger, and no person is authorized to
make any use of this proxy statement/prospectus in connection with any such
resale.

Dividend Policy

Neither Razorfish nor i-Cube have ever paid dividends to its stockholders
and Razorfish does not expect to pay dividends for the foreseeable future.

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THE MERGER AGREEMENT

The following is a brief summary of the material provisions of the merger
agreement. Razorfish and i-Cube urge you to read the entire merger agreement,
which is attached as Appendix A to this joint proxy statement/prospectus. This
summary is qualified in its entirety by reference to the full text of the
merger agreement.

The Merger

At the effective time of the merger agreement, Ray Merger Sub, a wholly
owned subsidiary of Razorfish, will merge with and into i-Cube. As a result of
the merger, i-Cube will become a wholly owned subsidiary of Razorfish.

Conversion Of Securities

Each share of i-Cube common stock issued and outstanding immediately before
the effective time of the merger will automatically convert into the right to
receive 0.875 shares of Razorfish Class A common stock. If a stock split, stock
dividend or similar transaction takes place before the effective time of the
merger, the exchange ratio will adjust accordingly. Razorfish will not issue
any fractional shares. Instead of receiving a fractional share, an i-Cube
stockholder will receive cash equal to the same fraction of the closing price
of the Razorfish common stock on the day of the closing.

Treatment of i-Cube Stock Options

At the closing, Razorfish will assume each outstanding option to purchase
shares of i-Cube common stock that is then outstanding and unexercised. Each
option will continue to have the same terms and conditions as before the
closing, except that the option will be exercisable, or will become exercisable
on vesting in accordance with its terms, for the number of shares of Razorfish
Class A common stock equal to the number of shares of i-Cube common stock
purchasable under the original option times 0.875. The exercise price per share
of Razorfish Class A common stock of the assumed i-Cube options will be equal
to the exercise price per share of i-Cube common stock of the original i-Cube
options divided by 0.875.

On August 31, 1999, options to purchase a total of 7,638,109 shares of i-
Cube common stock were outstanding, at a weighted average exercise price of
approximately $3.15 per share, at exercise prices ranging from $.01 to $28.00
per share.

Exchange Of Shares

Razorfish will retain the services of a bank or trust company to act as
exchange agent to facilitate the exchange of shares. After the effective time,
the exchange agent will mail a letter of transmittal and instructions to each
holder of record of i-Cube common stock. When an i-Cube stockholder surrenders
share certificates to the exchange agent, the stockholder will receive a
certificate for a number of whole shares of Razorfish Class A common stock
equal to the exchange ratio multiplied by the number of shares of i-Cube common
stock surrendered, plus a check for any dividends declared and paid on
Razorfish Class A common stock after the effective time, and the value of
fractional shares. i-Cube stockholders should not send in their i-Cube stock
certificates until they receive a letter of transmittal.

Stockholders who request that the shares of Razorfish Class A common stock
be issued in a different name than the one on the i-Cube stock certificates
they surrender must pay any transfer or other taxes required by the change or
demonstrate that the tax is not applicable.

The stock transfer books of i-Cube will close at the effective time and no
further transfers of i-Cube shares will take place. After the effective time,
i-Cube certificates surrendered in accordance with the merger agreement will be
cancelled and exchanged for Razorfish shares.

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Representations And Warranties

In the merger agreement i-Cube and Razorfish have made a number of
representations and warranties about their businesses, financial condition,
structure and other facts pertinent to the merger.

i-Cube made representations and warranties relating to the following:

. its corporate organization and similar matters;

. its subsidiaries;

. its capital structure;

. i-Cube's authority to enter into the merger agreement, the enforceability
of the merger agreement, the receipt of required consents, approvals,
orders and authorizations from governmental authorities relating to the
merger agreement and the absence of conflict between the requirements of
the merger agreement and i-Cube's obligations under other contracts;

. documents filed by i-Cube with the Securities and Exchange Commission,
the accuracy of information contained in those documents and the absence
of undisclosed liabilities;

. the accuracy of information supplied by i-Cube in connection with this
proxy statement/prospectus and the registration statement of which it is
a part;

. the absence of material changes or events;

. the absence of litigation that could materially harm i-Cube;

. i-Cube's compliance with applicable laws;

. the absence of changes in i-Cube's benefit plans;

. matters relating to the Employee Retirement Income Security Act;

. the filing of tax returns and payment of taxes and the absence of any
action likely to prevent the merger from qualifying as a reorganization
under Section 368(a) of the Internal Revenue Code;

. stockholder voting requirements necessary to approve the merger;

. the satisfaction of any state takeover statute requirements;

. the absence of actions by i-Cube that would prevent accounting for the
merger as a pooling of interests;

. the engagement and payment of fees of brokers, investment bankers,
finders and financial advisors;

. the receipt of the opinion of i-Cube's financial advisor that from a
financial point of view the merger is fair to the holders of i-Cube's
common stock;

. intellectual property and year 2000 matters;

. the absence of non-competition and similar agreements; and

. i-Cube's relations with its ten largest customers.

Razorfish and Ray Merger Sub made representations and warranties relating to
the following:

. their corporate organization and similar matters;

. their subsidiaries;

. their capital structure;

. their authority to enter into the merger agreement, the enforceability of
the merger agreement, the receipt of required consents, approvals, orders
and authorizations from governmental authorities relating to the merger
agreement and the absence of conflict between the requirements of the
merger agreement and obligations of Razorfish and Ray Merger Sub under
other contracts;

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. documents filed by Razorfish with the Securities and Exchange Commission,
the accuracy of information contained in those documents and the absence
of undisclosed liabilities;

. the accuracy of information supplied by Razorfish in connection with this
proxy statement/prospectus and the registration statement of which it is
a part;

. the absence of material changes or events;

. the absence of litigation that could materially harm Razorfish;

. Razorfish's compliance with applicable laws;

. the absence of changes in Razorfish's benefit plans;

. matters relating to the Employee Retirement Income Security Act;

. filing of tax returns and payment of taxes and the absence of any action
likely to prevent the merger from qualifying as a reorganization under
Section 368(a) of the Internal Revenue Code;

. stockholder voting requirements necessary to approve the merger;

. absence of actions by Razorfish that would prevent accounting for the
merger as a pooling of interests;

. engagement and payment of fees of brokers, investment bankers, finders
and financial advisors;

. the receipt of the opinion of Razorfish's financial advisor that from a
financial point of view the merger is fair to Razorfish and the holders
of Razorfish's common stock;

. intellectual property and year 2000 matters;

. absence of non-competition and similar agreements;

. the absence of business activities by Ray Merger Sub; and

. Razorfish's relations with its ten largest customers.

Covenants

i-Cube has agreed that prior to the effective time it will carry on its
business in the ordinary course and will not, in general terms, do any of the
following without Razorfish's consent:

. pay dividends, split or redeem its stock;

. issue new stock or borrow against its stock, other than grants of stock
options to employees and issuances of shares of stock on the exercise of
options;

. amend its charter documents or bylaws in any material way;

. engage in any business combination or acquire any business or other
person;

. sell, lease or license any assets, or pledge them as security, except for
sales or licenses of services and finished goods in the ordinary course
of business;

. borrow money, guaranty an obligation or make a loan, except in the
ordinary course of business;

. make capital expenditures in excess of $100,000 individually or $600,000
in total;

. make a tax election that is reasonably likely to increase i-Cube's tax
liability;

. pay or settle a material claim, except in the ordinary course of business
or as disclosed in i-Cube's financial statements filed with the
Securities Exchange Commission;

. enter into a new benefit plan or materially change an existing plan,
unless i-Cube is required to do so by a governmental agency or by a labor
agreement negotiated in the ordinary course of business;

. increase cash compensation or benefits to a director, officer or key
employee, except for normal increases consistent with past practice;

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. transfer intellectual property rights in a way other than in the ordinary
course of business consistent with past practice or on a non-exclusive
basis;

. enter into or materially change an exclusive agreement for marketing,
manufacturing or other rights; or

. do anything to make the representations of i-Cube in the merger agreement
untrue.

Razorfish has agreed that during the period leading up to the effective
time it will not do any of the following, without i-Cube's consent, except to
the extent such an action is required to consummate the merger:

. pay dividends, redeem its stock or split or reclassify its stock;

. issue common stock, or options, warrants or rights to acquire common
stock, amounting to more than 20% of its outstanding common stock, in
connection with a merger or acquisition or purchase of assets;

. sell substantially all of its assets;

. amend its charter documents or bylaws in any material way;

. amend its stock plans, other than as contemplated by this joint proxy
statement/prospectus, except that Razorfish is permitted to increase the
shares reserved for issuance under its 1999 Stock Option Plan by up to
one million shares, as Razorfish is proposing to do at the special
stockholders' meeting;

. borrow money, make a guaranty or sell debt securities in excess of $25
million;

. do anything to make the representations of Razorfish in the merger
agreement untrue; or

. issue preferred stock or securities convertible into preferred stock.

Razorfish and i-Cube have mutually agreed that they will not take any
action that would prevent the satisfaction of any precondition to the closing
of the merger. They have also each agreed to promptly advise each other of any
representation or warranty becoming untrue, or of any event likely to lead to
a material adverse change in its business.

No Solicitation

i-Cube has agreed not to take actions to solicit bids or takeover
proposals, or to participate in any discussion or negotiation of a "takeover
proposal." i-Cube may in certain circumstances, however, respond to an
unsolicited proposal that is superior to Razorfish's proposal, provided i-Cube
must immediately advise Razorfish of the takeover proposal.

Additional Agreements--Directors of Razorfish following the Closing

Razorfish and i-Cube have also agreed that, at the closing, Razorfish will
appoint Michael Pehl, i-Cube's Chairman and Chief Executive Officer, to be a
director and the Chief Operating Officer of Razorfish, and will appoint
Lawrence P. Begley, a director of i-Cube and its Executive Vice President and
Chief Financial Officer, to be a director and the Executive Vice President and
Chief Financial Officer of Razorfish.

Immediately following the closing, Razorfish's board of directors will
consist of the following nine people: Jeffrey A. Dachis, Craig M. Kanarick,
Per Bystedt, Jonas Svensson, Carter Bales, Michael Pehl, Lawrence P. Begley,
John Wren, or if Mr. Wren is unable to serve, another executive officer of
Omnicom Group Inc., reasonably acceptable to the Chief Executive Officer of
Razorfish, and one outside director designated by i-Cube.

If the merger takes place before December 31, 1999, Razorfish will pay to
i-Cube employees the bonus they would have been entitled to receive under the
i-Cube bonus plan in effect immediately before the merger.

Razorfish and i-Cube have agreed to use commercially reasonable best
efforts to bring about the merger.

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Employee Benefit Plans

Within the first year after the effective time of the merger, Razorfish will
provide employee benefits to the employees of i-Cube that are generally as
favorable as the benefits provided to employees hired by Razorfish after
December 31, 1998. Until the new benefits are in place Razorfish will continue
the same benefits provided to i-Cube's employees before the merger, except that
after the merger i-Cube employees will participate in the Razorfish stock
option plans on the same basis as Razorfish employees. When i-Cube employees
receive the new benefits, they will receive the same credit for their time of
service at i-Cube as Razorfish employees receive for service at Razorfish.

Conditions

Neither Razorfish nor i-Cube will be obligated to complete the merger unless
certain conditions are satisfied or are waived, including the following:

. holders of the requisite majority of Razorfish Class A common stock and
i-Cube common stock must approve the merger agreement;

. the waiting period under applicable federal antitrust laws, and any
extension, must have expired or been terminated;

. no law, judgment, regulation or order may be in effect for either party
that prevents the merger or is reasonably likely to cause material harm
to Razorfish or i-Cube;

. the shares of Razorfish Class A common stock issuable to i-Cube
stockholders in the merger shall have been registered under the
Securities Act of 1933 approved for quotation on the Nasdaq national
market system;

. Razorfish and i-Cube will each have received a letter from its
independent auditors dated as of the closing, stating in substance that
pooling of interests accounting is appropriate for the merger under
Accounting Principles Board Opinion No. 16 and applicable SEC rules and
regulations;

. all necessary government approvals will have been obtained; and

. no court or administrative body will have issued or have pending an
injunction or other order, decree or ruling that would prohibit or
restrict the completion of the merger.

Additional Conditions to the Obligations of Razorfish

The obligations of Razorfish and Ray Merger Sub to effect the merger are
also subject to the satisfaction or waiver of the following additional
conditions:

. i-Cube's representations and warranties remain true on the closing date;

. i-Cube has performed in all material respects all of its obligations;

. no material adverse change has occurred relating to i-Cube after the date
of the agreement;

. the i-Cube voting agreements have been observed and continue to be in
full force; and

. each current member of the i-Cube board of directors shall have submitted
his resignation.

Additional Conditions to the Obligations of i-Cube

i-Cube is not obligated to complete the merger unless the following
additional conditions are satisfied or waived by i-Cube:

. the representations and warranties of Razorfish and Ray Merger Sub remain
true on the closing date;

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. Razorfish and Ray Merger Sub have performed in all material respects all
their obligations;

. i-Cube must have received an opinion from Hale and Dorr LLP that the
merger will qualify as a tax-free reorganization under Section 368(a) of
the Internal Revenue Code, both on the day the registration statement
related to this joint proxy statement/prospectus is declared effective by
the SEC and on the closing date;

. no material adverse change has occurred relating to Razorfish after the
date of the agreement; and

. the Razorfish voting agreements have been observed and continue to be in
full force.

If a condition is not satisfied because a party failed to use reasonable
efforts to bring the merger to a close, the same party cannot use the failure
of the condition to avoid its obligations under the merger agreement.

Termination

Termination Generally. The merger agreement may be terminated at any time
prior to the closing, whether before or after the i-Cube stockholder approval
or Razorfish stockholder approval of the merger agreement, as follows:

. by mutual written consent of Razorfish, Ray Merger Sub and i-Cube;

. by either Razorfish or i-Cube:

. if the merger is not completed by January 31, 2000, unless the party
relying on this provision caused the delay;

. if the i-Cube stockholders have not approved the merger agreement at
the i-Cube stockholder meeting or any adjournment or postponement of
that meeting;

. if the Razorfish stockholders have not approved the merger at the
Razorfish stockholders' meeting or any adjournment or postponement of
that meeting;

. if a court or other United States governmental authority issues an
order, decree, ruling or takes any other action restraining,
enjoining or otherwise prohibiting the merger, and that order,
decree, ruling or other action has become final and non-appealable,
so long as the party relying on this provision to terminate the
merger agreement made reasonable attempts to prevent the imposition
of the restraint, injunction or prohibition and to remove it;

. by Razorfish, if i-Cube materially breached its representations,
warranties or obligations under the merger agreement, and the breach or
failure cannot be cured within 30 days;

. by Razorfish, if i-Cube or any of its directors or officers participate
in discussions or negotiations regarding a takeover proposal or other
similar business transaction with third parties in material breach of
the merger agreement;

. by i-Cube, if Razorfish materially breached its representations,
warranties or obligations under the merger agreement, and the breach or
failure cannot be cured within 30 days; and

. by i-Cube, at any time before the date of the i-Cube stockholders
meeting, if i-Cube is responding to a superior proposal that i-Cube did
not solicit and that did not result from a breach of the merger
agreement, and i-Cube has complied with notice requirements relating to
the proposal contained in the merger agreement.

Effect Of Termination; Expenses; Termination Fee. If the agreement
terminates, Razorfish and i-Cube will each continue to have an obligation to
keep the other party's nonpublic information confidential, and the parties will
have the obligation to share equally the costs and expenses incurred in
connection with the filing,

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printing and mailing of this joint proxy statement/prospectus and the filing
fees for the pre-merger notification and report forms under the Hart-Scott-
Rodino Antitrust Improvement Act. In addition, i-Cube may be required to pay
Razorfish a termination fee of $23.5 million if any of the following occurs:

. a takeover proposal of a type described in the merger agreement has been
made directly to i-Cube stockholders or otherwise becomes publicly
announced, or a person publicly announces his intention to make such a
takeover proposal, and the merger agreement is subsequently terminated in
accordance with specified provisions,

. i-Cube terminates the merger agreement in accordance with the terms of
the merger agreement after receiving a superior proposal, or

. Razorfish terminates the merger agreement in accordance with the terms of
the merger agreement after i-Cube has participated in negotiations or
discussions regarding a takeover proposal or other similar business
transaction in material breach of the merger agreement.

No termination fee will be due unless within 12 months following the
termination of the merger agreement i-Cube enters into a definitive agreement
or consummates a takeover proposal of a type described in the merger agreement
that was made during the term of the merger agreement.

Amendment

The merger agreement may be amended, either before or after the stockholders
of i-Cube or Razorfish approve the merger, by an instrument in writing signed
by the parties. However, after the stockholders of either party approve the
merger, any later amendment which by law requires stockholder approval may only
be made with such approval.

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1999 STOCK INCENTIVE PLAN

This section of the joint proxy statement/prospectus describes the proposals
to amend Razorfish's 1999 Stock Incentive Plan. To the extent that the
proposals relate to the 1999 Stock Incentive Plan and the terms of the plan,
the following description is qualified in its entirety by reference to the 1999
Stock Incentive Plan, which is attached as an Appendix G1 to this joint proxy
statement/prospectus. You are urged to read the 1999 Stock Incentive Plan in
its entirety.

Razorfish's stockholders are being asked to approve an amendment to
Razorfish's 1999 Stock Incentive Plan that will (A) increase the maximum number
of shares of Class A common stock authorized for issuance under the 1999 Stock
Incentive Plan by an additional 2,640,079 shares from 922,327 shares to
3,562,406 shares to meet Razorfish's current obligations and its need for a
bigger incentive pool for the larger employee base after the merger and (B)
limit the maximum number of options and stock appreciation rights that may be
awarded to an employee in any one fiscal year of Razorfish to ensure compliance
with the requirements of Section 162(m) of the Internal Revenue Code of 1986,
as amended.

The 1999 Stock Incentive Plan was adopted by Razorfish's board of directors
and approved by its stockholders in March 1999. The amendments to the 1999
Stock Incentive Plan for which stockholder approval are now being sought were
adopted by Razorfish's board in August 1999 and September 1999, subject to
stockholder approval at the Razorfish special meeting.

1999 Stock Incentive Plan

The 1999 Stock Incentive Plan provides for the grant of options intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and for other awards consisting of
nonqualified stock options, stock appreciation rights, sales or bonuses of
restricted stock, dividend equivalent rights, performance units or performance
shares. Without giving effect to the proposed amendment, a total of 922,327
shares of Class A common stock have been reserved for issuance under the 1999
Stock Incentive Plan. As of August 31, 1999, options to purchase a total of
959,300 shares had been awarded under the 1999 Stock Incentive Plan, and no
shares remained available for future grant. The board of directors or a
committee designated by the board is authorized to administer the 1999 Stock
Incentive Plan, including selecting the individuals eligible for awards,
setting the terms of such awards, amending the terms of awards and interpreting
the terms of, and adoption of rules for, the 1999 Stock Incentive Plan. The
maximum term of any incentive stock option granted under the 1999 Stock
Incentive Plan is ten years, except that with respect to incentive stock
options granted to a person possessing more than 10% of Razorfish's combined
voting power or the combined voting power of any parent or subsidiary (a "10%
Stockholder"), will not have a term greater than five years. The term of other
awards shall be as stated in the agreement evidencing the award.

The exercise price of incentive stock options granted under the 1999 Stock
Incentive Plan must be at least 100% of the fair market value of the Class A
common stock on the grant date except that the exercise price of incentive
stock options granted to a 10% Stockholder must be at least 110% of such fair
market value on the grant date. The exercise price of any other award granted
under the 1999 Stock Incentive Plan may be determined in the discretion of the
plan administrator. The aggregate fair market value on the date of grant of the
Class A common stock for which incentive stock options are exercisable for the
first time by an employee during any calendar year may not exceed $100,000. The
individual agreements under the 1999 Stock Incentive Plan may provide for
repurchase rights for Razorfish. The 1999 Stock Incentive Plan will terminate
in 2009, unless earlier terminated by the Board.

If a change in control of Razorfish takes place, or a merger in which
Razorfish is not the surviving entity, or Razorfish sells all or substantially
all of Razorfish's assets or a reverse merger resulting in a change of control,
the plan administrator may in its discretion provide for the full automatic, or
conditional, vesting and

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exercisability of each award which is at the time outstanding under the 1999
Stock Incentive Plan and the release from restrictions on transfer and
repurchase or forfeiture rights of such awards.

Approval of Code Section 162(m) Limitations. The board of directors, subject
to stockholder approval, adopted an amendment to the 1999 Stock Incentive Plan
to limit the number of options and stock appreciation rights which may be
awarded to an employee in any fiscal year of Razorfish to 500,000 shares. The
purpose of the amendment is to ensure that any options and stock appreciation
rights granted under the 1999 Stock Incentive Plan after its amendment
increasing the number of shares available for issuance will qualify as
"performance-based compensation" under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").

Under Code Section 162(m) no deduction is allowed in any taxable year of
Razorfish for compensation in excess of $1 million paid to its chief executive
officer and each of its four most highly paid other executive officers who are
serving in such capacities as of the last day of such taxable year. An
exception to this rule applies to compensation that is paid pursuant to a stock
incentive plan approved by Razorfish's stockholders and that specifies, among
other things, the maximum number of shares with respect to which options and
stock appreciation rights may be granted to eligible employees under such plan
during a specified period. Compensation paid pursuant to options and stock
appreciation rights granted under such a plan and with an exercise price equal
to the fair market value of Razorfish stock on the date of grant is deemed to
be inherently performance-based, since such awards provide value to employees
only if the stock price appreciates. While Code Section 162(m) generally became
effective in 1994, a special rule allows options and other awards granted under
the 1999 Stock Incentive Plan to be treated as qualifying under Code Section
162(m) without having a per-person share limit until approval of the amendment
to the plan to increase the number of shares available for issuance.

If stockholders do not approve the Code Section 162(m) amendment, any
compensation expense of Razorfish associated with the options and stock
appreciation rights granted under the 1999 Stock Incentive Plan in excess of
the shares currently available for issuance (together with all other non-
performance based compensation) in excess of $1 million for any of Razorfish's
five highest paid officers will not be deductible under the Code.

Vote Required

The affirmative vote of a majority of the shares voted at the special
meeting is required for approval of the amendment to the 1999 Stock Incentive
Plan. Because Razorfish has issued options to purchase 36,973 more shares than
are currently authorized for issuance under the 1999 Stock Incentive Plan and
desires to have additional shares available for grant under the 1999 Stock
Incentive Plan following the merger, Razorfish must increase the number of
shares available for issuance under the 1999 Stock Incentive Plan to cover
outstanding options and any new options that may be issued. Should stockholder
approval for this increase of authorized shares not be obtained, then the
aggregate 2,640,079 share increase to the share reserve will not be implemented
and Razorfish will have to rescind any grants in excess of the shares
previously authorized. The 1999 Stock Incentive Plan will, however, continue to
remain in effect, and awards may continue to be made pursuant to the provisions
of the 1999 Stock Incentive Plan in effect prior to the amendment summarized in
this joint proxy/prospectus until the available reserve of Class A common stock
as last approved by the stockholders has been issued pursuant to the grants
made under the 1999 Stock Incentive Plan.

Recommendation of the Board

The board of directors recommends that the stockholders vote FOR the
proposal to amend Razorfish's 1999 Stock Incentive Plan to (A) increase the
maximum number of shares of Class A common stock authorized for issuance under
the 1999 Stock Incentive Plan by an additional 2,640,079 shares to 3,562,406
shares and (B) limit to 500,000 the number of options and stock appreciation
rights that may be awarded to an employee in any one fiscal year of Razorfish
to ensure compliance with the requirements of Code Section 162(m).

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AMENDMENT TO CERTIFICATE OF INCORPORATION

Razorfish's board of directors recommends an amendment to its Certificate of
Incorporation increasing the number of authorized shares of Class A common
stock by 170,000,050 shares to 200,000,000 shares. Therefore, Razorfish's board
of directors proposes that the first sentence of Article IV of Razorfish's
Certificate of Incorporation be amended to read in its entirety as follows:

"The total number of shares of stock the Corporation shall have
authority to issue is 210,000,050 of which (i) 200,000,050 shall be
Common Stock, $.01 par value per share ("Common Stock"), of which (A)
200,000,000 shares shall be Class A Common Stock (the "Class A Common
Stock") having the terms, powers and rights set forth below and (B) 50
shall be Class B Common Stock (the "Class B Common Stock") having the
terms, powers and rights set forth below and (ii) 10,000,000 shares
shall be Preferred Stock, $.01 par value per share ("Preferred
Stock")."

The increase in the number of Razorfish's authorized shares of Class A
common stock is being presented as two proposals:

. Proposal No. 2 is a proposal to increase the number of authorized shares
of Class A common stock by 21,356,655 shares to 51,356,605 shares to
enable us to consummate the merger. The voting agreements signed by
various Razorfish stockholders in connection with the merger require
these stockholders to vote the shares subject to the voting agreements
in favor of this proposal.

. Proposal No. 4 is a proposal to increase the number of authorized shares
of Class A common stock from 51,356,605 to 200,000,000 in order to
provide the board of directors with the ability to issue additional
shares in the future. This proposal is being presented to stockholders
separately from proposal No. 2 above because the voting agreements
signed by various Razorfish stockholders in connection with the merger
do not require the stockholders to vote in favor of this proposal.

Although currently authorized shares are sufficient to meet all known
present requirements (other than the merger) Razorfish's board of directors
believes that Razorfish should have the flexibility to issue additional shares
of Class A common stock without further stockholder action. In particular, the
availability of additional shares of Class A common stock will enhance
Razorfish's flexibility in connection with possible future actions such as
stock dividends, stock splits, financings, employee benefit programs, corporate
mergers, or other corporate purposes. Razorfish has made no specific plans,
commitments or understandings to issue the additional shares to be authorized
by the proposed amendment.

Razorfish could also use authorized shares of Class A Common Stock in excess
of shares outstanding to make a change in control of Razorfish more difficult.
For example, such shares could be sold to purchasers who might side with the
board of directors in opposing a takeover bid that the board of directors
determines is not in the best interests of Razorfish and its stockholders. Such
a sale could have the effect of discouraging an attempt by another person or
entity, through the acquisition of a substantial number of shares of
Razorfish's Class A common stock, to acquire control of Razorfish, since the
issuance of new shares could be used to dilute the stock ownership of the
acquiror. Razorfish's board of directors has no current intention to use the
additional shares of Class A common stock to impede a takeover attempt.
Razorfish's board of directors will decide whether, when and on what terms the
issuance of shares of Class A common stock is warranted in connection with any
of the foregoing purposes.

If the proposed amendment to the Certificate of Incorporation is adopted,
all or any of the authorized shares of Class A common stock may be issued in
the future for such corporate purposes and such consideration as the Razorfish
board of directors deems advisable from time to time, without further action by
the stockholders of Razorfish and without first offering such shares to the
stockholders for subscription.

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Vote Required

The adoption of each of the proposed amendments will require the
affirmative vote of the holders of a majority of the outstanding shares of
Class A common stock. If proposal 2 is adopted but proposal 4 is not adopted,
the Certificate of Incorporation will be amended only to the extent permitted
by proposal 2.

Recommendation of the Board

The board of directors recommends a vote FOR the adoption of each of the
proposed amendments to the Certificate of Incorporation.

DESCRIPTION OF RAZORFISH CAPITAL STOCK

Razorfish's Transfer Agent And Registrar

American Stock & Transfer Co. is the transfer agent and registrar of the
Razorfish Class A common stock.

General

Razorfish's current authorized capital stock consists of 29,999,950 shares,
$.01 par value per share, of Class A common stock, 50 shares, $.01 par value
per share, of Class B common stock and 10,000,000 shares, par value $.01 per
share, of preferred stock. The stockholders of Razorfish are being asked to
vote on proposals pursuant to this joint proxy statement/prospectus to
increase the number of authorized Class A common stock by 170,000,050 shares
to 200,000,000 shares.

The following summary of the terms and provisions of Razorfish's capital
stock are not complete, and you should read Razorfish's Certificate of
Incorporation and bylaws, which have been filed as exhibits to the
Registration Statement on Form S-1 filed with the SEC in connection with
Razorfish's initial public offering.

Class A Common Stock

At the close of business on September 16, 1999 there were 25,334,249 shares
of Razorfish Class A common stock outstanding. Each stockholder is entitled to
one vote for each share owned on all matters voted upon by stockholders,
including the election of directors. Subject to the rights of any then
outstanding shares of preferred stock, stockholders are entitled to dividends
that the board of directors may declare. The decision to declare dividends is
made by the board of directors in its sole discretion, but the board of
directors may only declare dividends if there are funds legally available to
pay for the dividends.

Stockholders are entitled to share ratably in the net assets of Razorfish
upon liquidation after payment or provision for all liabilities and any
preferential liquidation rights of any preferred stock then outstanding.

Stockholders have no preemptive rights to purchase shares of stock of
Razorfish. Shares of common stock are not subject to any redemption provisions
and are not convertible into any other securities of Razorfish. All
outstanding shares of common stock are, and the shares of common stock will,
when issued by Razorfish in this offering, be fully paid and non-assessable.

Class B Common Stock

All 50 shares of the Class B common stock are issued and outstanding. The
Class B common stock was issued to Spray Ventures and Communicade in February
1999 as a part of the purchase price for Spray. The rights, privileges and
restrictions of the Class B common stock are the same as those of the Class A
common stock, except that Communicade and Spray Ventures are not entitled to
vote these shares. Communicade and Spray Ventures may have the right to vote
these shares in specific instances in accordance with the Delaware General
Corporation Law.

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Preferred Stock

Pursuant to Razorfish's certificate of incorporation, the board of directors
has the authority, without further action by Razorfish's stockholders, to issue
up to 10,000,000 shares of preferred stock. The board of directors may issue
this stock in one or more series and may fix the rights, preferences,
privileges and restrictions of this stock. Some of the rights and preferences
that the board of directors may designate include dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences and sinking
fund terms. The board of directors may determine the number of shares
constituting any series or the designation of such series. Any or all of the
rights and preferences selected by the board of directors may be greater than
the rights of the common stock. The issuance of preferred stock could adversely
affect the voting power of holders of common stock and the likelihood that
stockholders will receive dividend payments and payments upon liquidation. The
issuance of preferred stock could also have the effect of delaying, deferring
or preventing a change in control of Razorfish. Razorfish has no present plan
to issue shares of preferred stock.

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COMPARISON OF RIGHTS OF i-CUBE STOCKHOLDERS AND RAZORFISH STOCKHOLDERS

The rights of Razorfish stockholders are currently governed by the Delaware
General Corporation Law, Razorfish's certificate of incorporation and
Razorfish's bylaws. The rights of i-Cube stockholders are currently governed by
the Delaware General Corporation Law, i-Cube's certificate of incorporation and
i-Cube's bylaws. Upon completion of the merger, the rights of i-Cube
stockholders who become stockholders of Razorfish in the merger will be
governed by the Delaware General Corporation Law, Razorfish's certificate of
incorporation and Razorfish's bylaws.

The following description summarizes the material differences which may
affect the rights of stockholders of Razorfish and i-Cube but does not purport
to be a complete statement of all such differences, or a complete description
of the specific provisions referred to in this summary. The identification of
specific differences is not intended to indicate that other equally or more
significant differences do not exist. Stockholders should read carefully the
relevant provisions of the Delaware General Corporation Law, Razorfish's
certificate of incorporation, Razorfish's bylaws, i-Cube's certificate of
incorporation and i-Cube's bylaws.

Capitalization

The total authorized shares of capital stock of i-Cube consist of (1)
100,000,000 shares of common stock, $.01 par value per share, and (2) 1,000,000
shares of preferred stock, $.01 par value per share. At the close of business
on August 31, 1999, there were 19,977,858 shares of i-Cube common stock
outstanding and no shares of i-Cube preferred stock outstanding.

The i-Cube board of directors is authorized to issue preferred stock from
time to time in one or more series, and to determine and fix voting powers,
designations, preferences, and rights granted to or imposed upon any unissued
series of preferred shares, including the rights and terms of dividends,
redemption, conversion and liquidation preference, of the shares of any such
series. The i-Cube board of directors, without stockholder approval, can issue
i-Cube preferred stock with dividend, voting, conversion or other rights that
could adversely affect the voting power and other rights of the holders of i-
Cube common stock. i-Cube preferred stock could thus be issued quickly with
terms calculated to delay or prevent a change in control of i-Cube or make
removal of management more difficult. Additionally, issuing i-Cube preferred
stock may cause the market price of i-Cube common stock to decrease.

Razorfish. Razorfish's authorized capital stock is described above under
"Description of Razorfish Capital Stock."

The Razorfish board of directors' right to issue preferred stock is similar
to the right of the i-Cube board to issue preferred stock.

Voting Rights

i-Cube. Each holder of i-Cube common stock is entitled to one vote for each
share held of record. Elections of directors are determined by a plurality of
the votes cast by the stockholders entitled to vote at the election. Cumulative
voting is not permitted.

Razorfish. Each holder of Razorfish Class A common stock is entitled to one
vote for each share held of record and may not cumulate votes for the election
of directors.

Number, Election, Vacancy And Removal Of Directors

i-Cube. i-Cube's board of directors currently has eight members. i-Cube's
certificate of incorporation provides that the number of directors will not be
less than three. i-Cube's bylaws provide for the number to be determined by
resolution of i-Cube's board of directors. i-Cube's board of directors is
divided into three classes, with Class I currently consisting of two directors,
Class II currently consisting of three directors, and Class III currently
consisting of three directors.

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Under i-Cube's certificate of incorporation and bylaws, vacancies on the i-
Cube board of directors, including vacancies resulting from enlargements of the
board of directors, shall be filled only by a vote of a majority of the
directors then in office, even if less than a quorum. A director elected to
fill a vacancy shall be elected to hold office until the next election of the
class for which such director has been chosen, subject to the election and
qualification of his or her successor and to his or her earlier death,
registration or removal.

i-Cube's certificate of incorporation and bylaws provide that directors may
be removed only for cause, by the affirmative vote of the holders of at least
seventy-five percent of the shares of capital stock issued and outstanding and
entitled to vote. Neither Razorfish's certificate of incorporation nor bylaws
require a supermajority vote to remove a director.

Razorfish. Razorfish's board of directors will have nine members after the
merger. Razorfish's bylaws provide that the Razorfish board of directors will
not be less than three directors nor more than twelve directors, until changed
by amendment of the certificate of incorporation or by amendment to this
provision of the bylaws duly adopted by the vote or written consent of holders
of a majority of the outstanding shares or by the board of directors. The exact
number of directors will be fixed from time to time, within the limits
specified in the certificate of incorporation or in this provision of the
bylaws, by a bylaw or amendment thereof duly adopted by the vote of a majority
of the shares entitled to vote represented at a duly held meeting at which a
quorum is present or by the board of directors. The number is currently fixed
at seven and will be increased to nine in connection with the merger. Neither
Razorfish's certificate of incorporation nor Razorfish's bylaws provide for a
staggered board of directors.

Razorfish's bylaws provide that a vacancy on the Razorfish board of
directors or an increase in the number of directors may be filled by a majority
of the directors then in office, even though less than a quorum. A director
elected to fill a vacancy or newly created directorship will serve for the
unexpired portion the term of the director and until such director's successor
will have been duly elected and qualified.

Amendments To Certificates Of Incorporation

i-Cube. i-Cube's certificate of incorporation requires the affirmative vote
of the holders of shares representing at least seventy-five percent of the
shares of capital stock issued and outstanding and entitled to vote to amend,
alter or repeal or adopt any provision inconsistent with Articles Ninth, Tenth,
Eleventh, Thirteenth and Fourteenth of i-Cube's Certificate of Incorporation,
which relate to:

. the number, classification, terms of office, meetings, removal and
election of i-Cube's directors;

. considerations which the board of directors may lawfully take into
account in determining whether to take or refrain from taking corporate
action;

. stockholder meetings;

. board actions relating to change in control transactions; and

. amending i-Cube's certificate of incorporation and bylaws.

Other amendments require the stockholder approval set forth in the Delaware
General Corporation Law. The Delaware General Corporation Law provides for the
affirmative vote of a majority of the outstanding shares to amend i-Cube's
certificate of incorporation.

Razorfish. Razorfish's certificate of incorporation is silent with respect
to the vote required to amend the certificate. The Delaware General Corporation
Law provides for the affirmative vote of a majority of the outstanding shares
to amend Razorfish's certificate of incorporation.

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Amendments to Bylaws

i-Cube. i-Cube's certificate of incorporation and bylaws provide that i-
Cube's bylaws may be altered, amended or repealed and new bylaws may be
adopted:

. by the affirmative vote of the holders of a majority of the shares of the
capital stock issued and outstanding and entitled to vote at any regular
meeting of stockholders, or at any special meeting of stockholders,
provided notice of such alteration, amendment, repeal or adoption of new
bylaws has been stated in the notice of such special meeting; or

. by the affirmative vote of a majority of directors present at any regular
or special meeting of the board of directors at which a quorum is
present.

In addition to the above requirements, the affirmative vote of the holders
of at least seventy-five percent of the shares of capital stock issued and
outstanding and entitled to vote is required to amend or repeal, or to adopt
any provisions inconsistent with Sections 2, 3, 10, 11, 12 or 13 of Article I
of i-Cube's bylaws, which relate to stockholder meetings, stockholder actions,
nominations of directors, notices of business at annual meetings, actions by
written consent of stockholders in lieu of meetings (which are not permitted)
and the conduct of stockholders' meetings; Article II of i-Cube's bylaws, which
relates to the powers, number, election, qualification, classification, terms
of office, meetings, removal, resignation, meetings, actions by written consent
in lieu of meetings, committees and compensation of directors; or Article VI of
i-Cube's bylaws, which relates to amendments to the bylaws.

Razorfish. Razorfish's certificate of incorporation and bylaws provide that
Razorfish's bylaws may be repealed, altered or amended and new bylaws may be
adopted as follows:

. at any annual or special meeting of stockholders, by the affirmative vote
of a majority of the stock entitled to vote at such meeting;

. by unanimous written consent of the board of directors or at any annual,
regular or special meeting by the affirmative vote of a majority of the
whole number of directors, subject to the power of the stockholders to
change or repeal such bylaws; provided, that the board of directors will
not make or alter any bylaws fixing the qualifications, classifications,
or term of office or directors;

. in addition to the above requirements, when any amendment, charge or
repeal of, or any other amendment to the bylaws that will have the effect
of permitting circumvention of or modification of Section 2 of Article II
of Razorfish's bylaws, which relates to special meetings of stockholders,
the holders of at least two thirds of the then-outstanding shares of
stock entitled to vote must approve the change.

Stockholder Action

i-Cube. i-Cube's certificate of incorporation provides that stockholders may
not take any action by written consent in lieu of a meeting.

Razorfish. Razorfish's certificate of incorporation and bylaws are silent
with respect to stockholder action without a meeting, and, therefore the
Delaware General Corporation Law governs. Under the Delaware General
Corporation Law any action required or permitted to be taken at any annual or
special meeting of stockholders of Razorfish may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding
stock of Razorfish having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted.

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Notice Of Stockholder Actions

i-Cube. i-Cube's certificate of incorporation and bylaws provide that a
stockholder must give advance written notice of nominations for elections of
directors and for business to be brought before annual meetings of
stockholders.

Nominations for election to the board of directors of i-Cube at a meeting of
stockholders, other than those made by or on behalf of the board of directors,
must be made by notice in writing delivered or mailed by first class United
States mail, postage prepaid, to the Secretary, and received not less than 60
days nor more than 90 days prior to such meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given to stockholders, such nomination shall have been mailed or delivered
to the Secretary not later than the close of business on the 10th day following
the date on which the notice of the meeting was mailed or such public
disclosure was made, whichever occurs first. Specific information regarding the
nomination must be included in the notice.

For business to be properly brought before an annual meeting by a
stockholder, if such business relates other than to the election of directors
of i-Cube, the stockholder must have given advance written notice to the
Secretary. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th day following
the date on which such notice of the date of meeting was mailed or such public
disclosure was made, whichever occurs first. Specific information regarding the
business to be brought before the meeting must be included in the notice.

Razorfish. Razorfish's bylaws provide that a stockholder must give advance
written notice of nominations for election of directors and to properly bring
business before an annual meeting of stockholders.

Nominations of persons for election to Razorfish's board of directors must
generally be made at a meeting of stockholders by the board of directors. If
made other than by or at the direction of the board of directors, written
notice must generally be delivered to or mailed and received at the principal
executive offices not less than 45 days nor more than 75 prior to the date on
which Razorfish first mailed its proxy materials for the previous year's annual
meeting of stockholders. Specific information regarding the nomination must be
included in the stockholder notice.

For business to be properly brought before an annual meeting by a
stockholder under Razorfish's bylaws, a stockholder's written notice must
generally be delivered to or mailed and received at the principal executive
offices not less than 45 days nor more than 75 days prior to the date on which
Razorfish first mailed its proxy materials for the previous year's annual
meeting.

Special Stockholder Meetings

i-Cube. i-Cube's certificate of incorporation and bylaws provide that
special meetings of i-Cube's stockholders may be called only by the chairman of
the board of directors. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

Razorfish. Razorfish's bylaws provide that special meetings of Razorfish's
stockholders may be called only by the Chairman of the board of directors,
Chief Executive Officer or President, and must be called by the Secretary if
directed by the board of directors. Any power of the stockholders to call a
special meeting is specifically denied in Razorfish's certificate of
incorporation.

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Limitation Of Personal Liability Of Directors

The Delaware General Corporation Law provides that a corporation's
certificate of incorporation may include a provision limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. However, no such provision
can eliminate or limit the liability of a director for the following:

. any breach of the director's duty of loyalty to the corporation or its
stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law;

. violation of Section 174 of the Delaware General Corporation Law
regarding unlawful payment of dividends or unlawful stock purchases or
redemptions;

. any transaction from which the director derived an improper personal
benefit; and

. any act or omission prior to the adoption of such a provision in the
certificate of incorporation.

i-Cube. i-Cube's certificate of incorporation provides that except to the
extent the Delaware General Corporation Law prohibits the elimination or
limitation of liability of directors for breaches of fiduciary duty, no
director of i-Cube will be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability.

Razorfish. Razorfish's certificate of incorporation provides that no
director will be personally liable to Razorfish or to its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except that a director will be liable to the extent provided by law
as follows:

. for any breach of the director's duty of loyalty to Razorfish or its
stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. under Section 174 of the Delaware General Corporation Law; and

. for any transaction from which the director derived an improper personal
benefit.

Dividends

i-Cube. i-Cube's certificate of incorporation provides that dividends may
be declared and paid on the i-Cube common stock from funds lawfully available
therefor as and when determined by the board of directors and subject to any
preferential dividend rights of any then outstanding preferred stock.

Razorfish. Razorfish's certificate of incorporation provides that in the
event any dividend is paid on any shares of Razorfish Class A Common Stock,
the same dividend shall be paid on all shares of Razorfish Class A Common
Stock outstanding at the time of such payment. Razorfish's bylaws provide that
dividends may be declared by the Razorfish board of directors. Dividends may
be paid in cash, in property or in shares of the capital stock. Before payment
of any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time,
in their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
think in the best interests of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

Conversion

i-Cube. Holders of i-Cube common stock have no rights to convert their
shares into any other securities.

Razorfish. Holders of Razorfish Class A common stock have no rights to
convert their shares into any other securities.

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Delaware Takeover Statute

i-Cube. Because i-Cube's certificate of incorporation and bylaws do not
contain a provision expressly electing not to have i-Cube governed by Section
203 of the Delaware General Corporation Law, the Delaware anti-takeover
statute, i-Cube is subject to Section 203. However, because the board of
directors of i-Cube approved the merger prior to the execution of the merger
agreement, the business combination that will result from the merger is not
prohibited by Section 203. Section 203 of the Delaware General Corporation Law,
subject to exceptions, prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three
years following the date that such stockholder became an interested
stockholder.

Razorfish. Razorfish's certificate of incorporation provides that Razorfish
has elected not to be governed by Section 203 of the Delaware General
Corporation Law.

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BUSINESS OF RAZORFISH

Overview

Razorfish is a leading-edge international digital communications solutions
provider. Digital communications solutions are business solutions that use
digital technologies to enhance communications and interactions between people
and companies. Examples of Razorfish's solutions include the following:

. a re-designed on-line trading system for Charles Schwab;

. a user-interface for theglobe.com;

. an enhanced on-line business identity for IBM's RS/6000 product line;
and

. a user-interface for Road Runner, the high-speed on-line service that is
owned by Service Co., a joint venture among Time Warner, MediaOne,
Microsoft and Advance Newhouse. Razorfish's digital communications
solutions are designed to help clients increase sales, improve
communications and create and enhance business identities.

Razorfish provides an integrated service offering consisting of strategic
consulting, design of information architectures and user-interfaces and
creation and customization of software necessary to implement its digital
communications solutions. Razorfish primarily uses Internet-based technologies
to create digital communications solutions for the World Wide Web. However,
Razorfish's solutions will increasingly incorporate additional communications
technologies, such as wireless, satellite and broadband communications, for use
with a variety of digital devices and information appliances, including mobile
phones, pagers and personal digital assistants.

Razorfish was established in January 1995. Since its inception, Razorfish
has focused on growing in size and expanding the scope of its business to
provide an increasingly wider range of digital communications solutions.
Razorfish's growth has been the result of internal expansion and the
acquisition of five companies in 1998. In January 1999, Razorfish also acquired
Spray, thereby expanding its geographical presence to a total of six countries.
In addition, as a result of this acquisition, Razorfish's employee base was
increased to 350 full time employees. Razorfish has since grown to 531 full-
time employees as of July 31, 1999.

Industry Background

Technology has enhanced the ability of companies to create, store, process
and distribute information. As companies face increasing pressure to operate
more efficiently and to better serve customer needs, information flow both
inside and outside an organization has risen in importance. However, the
escalating cost and complexity of information technology and the technical
expertise required to implement technology-based solutions have led companies
to increasingly rely on information technology service providers. This trend
toward outsourcing and a focus by companies on their core business has driven
the rapid growth of the information technology services market. The information
technology services market has grown most quickly in countries, such as the
United States and those in northern Europe, where high personal computer usage
and technology adoption rates among businesses and consumers provide for large
client bases.

With the growth in the use of the Internet, companies are increasingly
seeking to improve their business practices through digital communications
solutions. Today, digital communications solutions are largely Internet-based.
Forrester Research, Inc. projects that the size of the worldwide Internet
professional services market will grow from $2.4 billion in 1997 to $32.8
billion in 2002, a compound annual growth rate of 68.7%. Internet-based
solutions include intranets, extranets and websites. An intranet is an internal
company network that utilizes various Internet Protocols to allow employees
access to corporate information and internal business applications. An extranet
is a secure Internet Protocol network environment that links the company with
customers and suppliers and effectively integrates the stages involved in the
delivery of the company's products or services. Websites present an opportunity
for electronic commerce, Internet branding and the delivery of information and
entertainment services.

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As the informational requirements of companies have become more complex,
organizations have required a broader range of information technology services,
including strategy, architecture design, application development and systems
integration. Due to this demand for a broader range of services, various types
of service providers have entered the market for digital communications
solutions including Internet service firms, technology consulting firms,
technology integrators and strategic consulting firms. However, Razorfish's
management believes that these competitors generally lack the creativity,
breadth of services or technical expertise needed to fully address an
organization's needs. Furthermore, Razorfish's management believes that firms
that focus solely on Internet-based solutions, such as web design firms, will
lack the technical expertise to deliver non-Internet-based digital
communications solutions that companies are beginning to seek. In addition,
because the information technology services market is fragmented by the
cultural and language differences among countries, Razorfish's management
believes that firms that lack a presence and expertise in local markets are
unable to compete as effectively in those markets. The growing demand for
creative digital communications solutions has led to a significant market
opportunity for firms, such as Razorfish, that combine an international
presence with local expertise and provide an integrated service offering. This
process provides assurance that the digital communications solution meets with
the client's expectations at every stage of its development.

The Razorfish Project Management Process

Razorfish utilizes a team-based approach to creating digital communications
solutions and has developed a proprietary five-phase project management process
that emphasizes client interaction designed to ensure creative and efficient
solutions. Razorfish's solutions managers, project managers, developers and
creative personnel work together with the client in all five phases to help
ensure that the solution maintains a uniform look and stays within budget. At
the end of each phase, Razorfish produces a set of deliverables for client
acceptance. This project management process consists of the following phases:

Phase I: Clarify

Phase I involves understanding the client's business and clarifying the
client's immediate business needs, as well as determining the client's long-
term goals. During this phase, Razorfish evaluates the market segment in which
the client competes and assesses the client's operating and technical
environment. Once the client's objectives are outlined, a strategic plan is
formulated, including a definition of how the success of the project will be
assessed. Razorfish also establishes the project's scope and budget and creates
a detailed work plan during this phase.

Phase II: Architect

During Phase II, Razorfish creates the architecture of the digital
communications solution for the specific business problem to be addressed and
the definition of the functional, technical and creative requirements necessary
to put the solution into effect. Each aspect of the project is documented in
writing and Razorfish collaborates with the client to refine the architecture
of the solution. Razorfish develops a prototype of the solution to test the
initial concept and its functionality.

Phase III: Design

Once the structural foundation is established, Razorfish focuses on
completing the information, interaction and interface design aspects of the
project. Razorfish develops the features of the project, refines the technology
architecture for the solution and conducts usability testing to evaluate the
performance of the solution. By the end of this phase, Razorfish delivers a
functional prototype of the solution and a detailed plan for its
implementation.

Phase IV: Implement

The final product is built and launched for the client during Phase IV. If
necessary, Razorfish integrates the solution with the client's existing
information technology infrastructure. As part of the final delivery process,
Razorfish performs quality assurance tests and ensures that the client
understands how to use and maintain the product through client training and
maintenance documentation.

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Phase V: Enhance

After implementation of the solution, Razorfish monitors it for a specified
period of time and analyzes how the solution performs against the criteria
established in Phase I. At the client's option, Razorfish may also design a
marketing and promotion plan for the product. In addition, Razorfish will
encourage clients to continue to work with Razorfish to address the needs for
the next generation of the solution as new technologies are developed and end-
user's requirements evolve.

Marketing And Sales

Razorfish's marketing efforts are dedicated to strengthening its brand name
and enhancing its reputation as a creative provider of digital communications
solutions. Razorfish believes that the current strength of its brand name
provides it with a competitive advantage over those professional information
technology services firms whose brands may not be as well known or may not
convey the same focused message of creative digital communications solutions.

Razorfish's brand development programs are designed to reinforce the message
that Razorfish is an international company with a local presence that can
provide an integrated, full-service offering. Razorfish also intends to
increase its advertising in an effort to expand the recognition of its brand
name. Razorfish's marketing programs, advertising campaigns and marketing tools
are developed within Razorfish and can be delivered to all Razorfish offices
without incurring the additional expense of retaining a marketing firm.

Spray Acquisition

In January 1999, Razorfish acquired all of the issued and outstanding shares
of capital stock of Spray from Spray Ventures and Communicade in exchange for
an aggregate of 9,881,034 shares of Razorfish Class A common stock and 50
shares of Razorfish non-voting Class B common stock. The shares of common stock
issued represented 50% of the shares of Razorfish Class A common stock on a
fully diluted basis immediately following this acquisition. Immediately prior
to this transaction, Communicade purchased 563 shares of Spray, which
represented 20% of the outstanding shares of Spray on a fully diluted basis at
the time of purchase, from Spray Ventures and sold these shares to Razorfish in
connection with the Spray acquisition. Razorfish, Communicade and Messrs.
Dachis and Kanarick also entered into a Stockholders Agreement in connection
with the acquisition of Spray, which provided Communicade with the option to
purchase up to 10% of Razorfish's common stock. Because Omnicom is the parent
corporation of Communicade, it has an indirect interest in Razorfish, which was
decreased as a result of the Spray acquisition and then subsequently increased
by Communicade's exercise of this 10% option resulting in Omnicom's ownership
interest remaining approximately the same as it was prior to these
transactions. See "Certain Transactions" and "Principal Stockholders."

In addition, simultaneously with the Spray acquisition, Messrs. Dachis and
Kanarick sold an aggregate of 363,636 shares of common stock to Communicade,
which represented 4% of the outstanding shares of common stock on a fully
diluted basis at the time of purchase. See "Certain Transactions."

Razorfish authorized 50 shares of non-voting Class B common stock in
connection with the Spray acquisition. These shares were issued to Communicade
and Spray Ventures at the closing of this acquisition. In addition, the total
number of outstanding shares of Razorfish Class A common stock doubled as a
result of this transaction. See "Description of Capital Stock--Common stock--
Class B common stock."

At the time of the Spray acquisition, Spray had 171 employees. Spray had
approximately $15.4 million in revenues for the year ended December 31, 1998.
Razorfish gained some of its current clients as a result of the Spray
acquisition including Hagstromer and Qviberg, one of Sweden's largest
investment banks, Hennes & Mauritz, a Swedish retail clothing company, Canal
Digital, a Norwegian satellite TV company, and Nokia.

Spray Ventures was incorporated in Sweden in July 1995. Its business was the
development of digital solutions primarily for use on the World Wide Web. Spray
Ventures' business grew rapidly in size and scope. By early 1997, Spray
Ventures owned a total of seven operating companies that provided a wide range
of

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services including web design, content and education regarding use of the
Internet and the solutions created by Spray Ventures. Spray Ventures'
operations expanded from Sweden to include operations in Norway, Finland,
Germany and the United States.

In August 1997, Spray Ventures established a wholly owned subsidiary, Spray
Services, and transferred all of its operating subsidiaries, except for Circus,
a content provider, to Spray Services. In September 1997, Spray Ventures
transferred all of the common shares of Spray Services to Tetre in
consideration for 1,162 common shares of Tetre, which represented 51% of the
common shares of Tetre on a fully diluted basis following this transaction. The
Tetre stockholders retained a 49% interest in Tetre. Spray Ventures and the
Tetre stockholders entered into a stockholders agreement pursuant to which the
Tetre stockholders had a right to acquire the number of shares equal to 1% of
Tetre at the time of the merger with Spray Services if Tetre completed a public
offering of its shares. Tetre also changed its name to Spray Network following
this transaction.

During the end of 1997 and the beginning of 1998, Spray Ventures began
consolidating its operations and reorganizing its corporate structure. In
February 1998, it sold Circus to Spray in consideration for additional shares
in Spray such that Spray Ventures' holdings in Spray equaled 58%. During the
second quarter of 1998, the former Tetre stockholders converted their remaining
42% ownership interests in Spray into 42% of Spray Ventures. In addition, at
the time of this transaction, the stockholders agreement among Spray Ventures
and the former Tetre stockholders was terminated, and accordingly, the option
to purchase 1% of Spray was also terminated. As a result of these transactions,
Spray became 100% owned by Spray Ventures. As part of the consolidation, Spray
Ventures shut down four of its operating subsidiaries and incorporated those
businesses into the remaining operating subsidiaries and shut down its U.S.
operations.

In September 1998, Spray also sold its interests in three non-consultancy
businesses, including Circus, to Spray Ventures and focused its business on
interactive media development and consultancy.

Razorfish and Spray were founded upon like principles and have had similar
growth patterns, which have generated what Razorfish believes are compatible
corporate cultures. In addition, the companies have utilized similar business
methodologies and approaches. Razorfish believes that the combined strength of
the companies and their common cultural outlook will help attract and retain
qualified personnel. However, the failure to do so could have a material
adverse effect on Razorfish's business, financial condition and results of
operations. Razorfish has changed the name of Spray to Razorfish AB.

Other Acquisitions

To acquire expertise in new technologies, gain access to professionals and
expand into new geographic regions, Razorfish has completed a number of
acquisitions, including the acquisition of Spray, in the United States and
Europe since its inception in 1995. In assessing a potential acquisition
candidate, Razorfish evaluates the target's internal culture, customer base,
local market share, financial characteristics, service offerings and quality of
management. In addition, Razorfish analyzes macroeconomic issues such as
technology adoption rates and the growth rates of the target's local economy.
Set forth below are descriptions of the acquisitions that Razorfish completed
or has agreed to enter into in 1998 and 1999.

Fuel, Inc. and Tonga, Inc.

On September 16, 1999, Razorfish acquired all of the outstanding stock of
Los Angeles-based Fuel, Inc. and Tonga, Inc. Under the terms of the
acquisition, Razorfish issued 656,000 shares of its Common Stock and paid
$750,000 in cash to Fuel and Tonga's sole stockholder in exchange for the
entire equity interest in Fuel and Tonga. The Fuel and Tonga purchase agreement
calls for a stock or cash earn-out payment to the former stockholder based upon
the achievement of certain revenue levels for 1999. Fuel, Inc. specializes in
graphic design and branding for television and Tonga, Inc. specializes in
production of television commercials.

Electrokinetics

In June 1999, Razorfish acquired substantially all of the assets of
Electrokinetics, Inc., a New York-based company. In consideration for the
assets acquired, Razorfish paid approximately $846,500 in cash. In addition,
Razorfish entered into employment agreements with certain executives of
Electrokinetics, Inc.

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Acquisition of Minority Interests in Subsidiaries

In the second quarter of 1999, Razorfish purchased the remaining 15% of
Razorfish Oy, its Finnish subsidiary, approximately 15% of Razorfish AG, its
German subsidiary, and 15% of Razorfish AS, its Norwegian subsidiary, for a
total of $1,370,000 and a grant of 60,000 share options at fair market value.
In the Razorfish AS purchase, Razorfish also agreed to repay certain capital
contributions and loans over the next three years.

Sunbather Limited

Razorfish, through Razorfish Limited, acquired in October 1998 substantially
all of the assets of Sunbather, a London-based new media company with
experience in interactive and digital television, from an administrator
appointed for the company. At the time of the acquisition, Sunbather had 11
employees and, in its last completed fiscal year ended March 31, 1998, had
approximately (Pounds)565,000 ($908,000 based upon an average exchange rate for
the fiscal year ended March 31, 1998 of (Pounds)0.6078 = $1.00 in revenues).

Media

Razorfish acquired substantially all of the assets of Los Angeles-based
Media in August 1998. Media had eight employees at the time of the acquisition
and, in its last completed fiscal year ended December 31, 1997, approximately
$322,000 in revenues. Media specialized in working with film and record
companies to deliver their messages and content through computer-based
entertainment.

Plastic

Razorfish acquired in June 1998 substantially all of the assets of San
Francisco-based Plastic, a new media company with strong technical expertise.
Razorfish acquired Plastic to expand its presence to California. At the time of
the acquisition, Plastic had 15 employees and had, in its last completed fiscal
year ended December 31, 1997, approximately $835,000 in revenues.

CHBi

In May 1998, Razorfish acquired all of the outstanding stock of London-based
CHBi (now Razorfish Limited). Razorfish's acquisition of this new media company
was its first venture into the European markets. At the time of the
acquisition, CHBi had 26 employees and had, in its last completed fiscal year
ended May 31, 1998, approximately (Pounds)835,000 ($1.3 million based upon an
average exchange rate for the fiscal year ended May 31, 1998 of (Pounds)0.6067
= $1.00 in revenues).

Avalanche Systems

In January 1998, Razorfish, through its subsidiary, Avalanche Solutions,
acquired in a foreclosure sale substantially all of the assets of New York-
based Avalanche Systems, a new media company with capabilities in creative
design. Upon the closing of this transaction, Razorfish and the two founders of
Avalanche Systems owned all of the outstanding stock of Avalanche Solutions.
The two founders of Avalanche Solutions surrendered their stock to Razorfish
after the closing, and, as a result, Avalanche Solutions became a wholly owned
subsidiary of Razorfish. At the time of the acquisition, Avalanche Systems had
32 employees and had, in its last completed fiscal year ended December 31,
1997, approximately $2.3 million in revenues.

Internal Information Systems

Razorfish continuously works to improve its internal communication systems
and production tools for creating and maintaining digital communications
solutions for its clients. Currently, Razorfish is upgrading its intranet
system by adding new functions and faster hardware. Razorfish's intranet is a
suite of applications including a global calendar and scheduling module, a
timesheet and financial reporting module, a corporate knowledge database,
project tracking and management modules, on-line forums for fostering knowledge
sharing and other applications that increase productivity and creativity.

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Razorfish has also developed several applications to improve its
productivity in other areas of service delivery, including: (1) XX, an extranet
tool for on-line collaborative project development, (2) Webspy, an internet
traffic monitoring and reporting tool, (3) Vegas, a streaming media player and
(4) Olof Engine, a multimedia presentation tool. These and other internally
developed technologies reduce development time and cost and increase
productivity at Razorfish. Razorfish believes that these additional
capabilities will improve employee productivity, client service delivery and
management of its worldwide operations.

Competition

The information technology services market has grown dramatically in recent
years as a result of the increasing use of digital technology by businesses for
communication, marketing and information dissemination to their employees,
customers, vendors and suppliers. Different information technology service
providers focus on different types of services, including technology consulting
and marketing services. For example, Internet content providers, consulting and
advertising agencies and telecommunications companies offer very different
services that may be tied to the Internet, such as the creation of intranets
and extranets, consulting and training, website design and development and
advertising. This factor, along with the rapid pace of technological change,
makes the information technology services market an intensely competitive and
rapidly evolving market. Razorfish expects competition to persist and intensify
in the future.

Razorfish's competitors include:

. internet service firms, such as AGENCY.COM, Icon Medialab, iXL, Modem
Media, Poppe Tyson, Organic Online, Pixelpark, Proxicom and USWeb/CKS;

. technology consulting firms, such as Diamond Technology Partners and
Metzler Group;

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

. strategic consulting firms, such as Bain, Booz-Allen & Hamilton, Boston
Consulting Group and McKinsey; and

. in-house information technology, marketing and design service departments
of its potential clients.

Many of Razorfish's competitors have:

. longer operating histories;

. larger installed client bases;

. longer relationships with clients;

. greater brand or name recognition; and

. significantly greater financial, technical, marketing and public
relations resources than Razorfish.

Although only a few of these competitors have to date offered a package of
services as fully integrated as Razorfish's, several have announced their
intention to offer a broader range of technology-based solutions. Furthermore,
greater resources may enable a competitor to respond more quickly to new or
emerging technologies and changes in customer requirements and to devote
greater resources to the development, promotion and sale of its products and
services than Razorfish. In addition, the lack of any significant barriers to
entry into this market permits new market entrants that further intensify
competition.

Razorfish believes that the principal competitive factors in its market, in
relative importance, are the ability to attract and retain professionals,
technical knowledge and creative skills, brand recognition and reputation,
reliability of the delivered solution, client service and price. Razorfish
believes that it has won most of its engagements due to its creativity and
technology-neutral approach to solving business problems.

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Intellectual Property Rights

Razorfish seeks to protect its intellectual property through a combination
of license agreements and trademark, service mark, copyright and trade secret
laws. Razorfish enters into confidentiality agreements with its employees and
clients and uses it best efforts to limit access to and distribution of
proprietary information licensed from third parties. In addition, Razorfish has
entered into non-competition agreements with some of its key employees.

Razorfish pursues the protection of its trademarks in the United States and
internationally. It has obtained U.S. registration for the "Razorfish" and
"Webspy" marks and has applied for registration of certain of its other
trademarks and service marks.

In addition, Razorfish licenses the "Razorfish" trademark and design logo
and "The Blue Dot" trademark on a royalty-free basis to Razorfish Studios.
Razorfish Studios produces and publishes on-line content, including art,
computer games, and literature, as well as screensavers, audio recordings,
books and films. Razorfish Studios also manages artists and provides management
consulting to artists. Because the "Razorfish" trademark and design logo are
licensed to Razorfish Studios, Razorfish's name and reputation could be
materially and adversely affected by content published or actions taken by
Razorfish Studios. However, the license permits Razorfish to terminate the
license in the event Razorfish Studios takes any action that denigrates the
Razorfish trademark or design logo.

Razorfish's efforts to protect its intellectual property rights could be
inadequate to deter misappropriation of proprietary information. For example,
Razorfish may not detect unauthorized use of its intellectual property. In
addition, the legal status of intellectual property on the Internet is
currently subject to various uncertainties.

U.S. And Foreign Government Regulation

Congress has recently passed legislation that regulates aspects of the
Internet, including on-line content, copyright infringement, user privacy,
taxation, access charges, liability for third-party activities and
jurisdiction. In addition, federal, state, local and foreign governmental
organizations also are considering, and may consider in the future, other
legislative and regulatory proposals that would regulate the Internet. Areas of
potential regulation include libel, pricing, quality of products and services
and intellectual property ownership.

The European Union also has recently enacted several directives relating to
the Internet. To safeguard against the spread of illegal and socially harmful
materials on the Internet, the European Commission has drafted the "Action Plan
on Promoting the Safe Use of the Internet." Other European Commission
directives address the regulation of privacy, e-commerce, security, commercial
piracy, consumer protection and taxation of transactions completed over the
Internet.

It is not known how courts will interpret both existing and new laws.
Therefore, Razorfish is uncertain as to how new laws or the application of
existing laws will affect its business. In addition, Razorfish's business may
be indirectly affected by its clients who may be subject to such legislation.
Increased regulation of the Internet may decrease the growth in the use of the
Internet, which could decrease the demand for Razorfish's services, increase
its cost of doing business or otherwise have a material adverse effect on its
business, results of operations and financial condition.

Employees

As of July 31, 1999, Razorfish had 531 full-time employees, 225 of whom were
located in the United States and 306 of whom were located in Europe.
Razorfish's employees include 54 solutions managers consisting of business,
marketing and branding strategists, 82 project managers, 138 developers, 119
designers,

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13 sales and marketing personnel, one broadcast manager, 94 support staff
consisting of information services, human resources, financial and legal
personnel, and 30 executives consisting of executive vice presidents and
managing directors.

Razorfish's continuing success will depend, in large part, on its ability to
attract, motivate and retain highly qualified employees. Competition for such
personnel is intense, and Razorfish may not be able to retain its senior
management or other key personnel in the future. Razorfish believes it
maintains high employee retention rates as compared to industry averages by
paying competitive salaries, granting stock options and other awards and
reimbursing employees for tuition expenses in connection with information
technology-related coursework. Employees also may temporarily transfer to
another of Razorfish's domestic or European offices.

Razorfish's employees are not represented by any union and, except for
senior management and other specific employees, are retained on an at-will
basis. However, the regulations of some of the European countries in which
Razorfish operates, including Sweden, may make it difficult for Razorfish to
terminate at-will employees. In addition, those regulations govern the amount
of vacation time that must be given to employees, which is significantly more
vacation than in the United States. Razorfish considers its relations with its
employees to be satisfactory.

Facilities

Razorfish's headquarters are located in a leased facility in New York City
consisting of approximately 26,000 square feet of office space. The leases for
this office space expire on various dates from December 31, 2001 to March 31,
2007. Razorfish also leases office space in Los Angeles, San Francisco, London,
Stockholm, Oslo, Helsinki and Hamburg.

Legal Proceedings

In June 1999, Razorfish learned that a Swedish company, Razor AB, had filed
in Stockholm a trademark infringement action against Razorfish AB, Razorfish's
wholly owned subsidiary. Razor AB alleges that the two trade names, Razor and
Razorfish, are confusingly similar, and therefore Razorfish infringes Razor's
rights under Swedish law. Razor seeks monetary damages for Razorfish's use of
its name and has asked the Swedish court to prohibit Razorfish from operating
in Sweden under the Razorfish name.

On August 20, 1999, Razorfish AB filed its answer to the complaint.
Razorfish contends that there is no risk of confusion. Razorfish's answer noted
that the Swedish Patents and Trademark Office previously registered the
Razorfish trade name despite Razor's opposition to the registration in March
1999. Razorfish's Swedish counsel has advised us that, in its opinion, our
exposure for direct financial damages would not exceed 500,000 SEK
(approximately $65,000). However, if Razor AB prevailed in this action, the
Swedish court could prohibit Razorfish from operating in Sweden under the
Razorfish name. Razorfish does not believe that such an injunction, if granted
by the Swedish court, would have a material effect of the operation of the
combined company.

Disclosures About Market Risk

Razorfish's exposure to market risk is expected to be confined principally
to its short-term available-for-sale securities, which have short maturities
and, therefore, minimal and immaterial market risk.

Razorfish expects to invest in equity securities of privately held companies
for business and strategic purposes. For investments in which no public market
exists, Razorfish's policy will be to regularly review the operating
performance, recent financing transactions and cash flow forecasts for such
companies in assessing the net realizable values of the securities of these
companies. Razorfish expects to identify and record impairment losses on long-
lived assets when events and circumstances indicate that such assets might be
impaired.

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<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION OF RAZORFISH

The following selected consolidated financial information should be read in
conjunction with "Razorfish Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Razorfish's consolidated financial
statements included elsewhere in this joint proxy statement/prospectus. The
statement of operations information for the three-year period ended December
31, 1998 and the balance sheet information as of December 31, 1997 and 1998 is
derived from the consolidated financial statements of Razorfish, which have
been audited by Arthur Andersen LLP, independent public accountants, and are
included elsewhere in this joint proxy statement/prospectus. The statement of
operations information for the year ended December 31, 1995 and the balance
sheet information as of December 31, 1995 and 1996 is derived from the
consolidated financial statements of Razorfish, which have been audited by
Arthur Andersen LLP, independent public accountants, and are not included in
this joint proxy statement/prospectus. Some of the information presented in the
table reflects the effect of past acquisitions on Razorfish's financial
results. See "Business of Razorfish--Spray Acquisition" and "Business of
Razorfish--Other Acquisitions."

<TABLE>
<CAPTION>
Six Months Ended
Year ended December 31 June 30
----------------------------- -------------------
1995 1996 1997 1998 1998 1999
------ ------ ------ ------- ------ -----------
(unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Information:
Revenues................... $ 312 $1,218 $3,618 $13,843 $5,150 $27,410
Project personnel costs.... 90 877 1,523 5,973 2,291 11,967
------ ------ ------ ------- ------ -------
Gross profit............... 222 341 2,095 7,870 2,859 15,443
Sales and marketing........ 16 129 174 438 94 1,114
General and
administrative............ 159 518 1,260 4,693 1,922 9,884
Amortization of goodwill... -- -- -- 107 27 1,629
Non-cash compensation
expense................... -- -- 79 1,937 1,700 54
------ ------ ------ ------- ------ -------
Income (loss) from
operations................ 47 (306) 582 695 (884) 2,762
Interest (income) expense,
net....................... -- 5 20 241 103 (587)
Minority Interest.......... -- -- -- -- -- (22)
------ ------ ------ ------- ------ -------
Income (loss) before income
taxes..................... 47 (311) 562 454 (987) 3,371
Provision (benefit) for
income taxes.............. 11 (57) 265 455 (585) 2,213
------ ------ ------ ------- ------ -------
Net income (loss).......... $ 36 $ (254) $ 297 $ (1) $ (402) $ 1,158
====== ====== ====== ======= ====== =======
Net income (loss) per
share:
Basic.................... $ 0.00 $(0.03) $ 0.03 $ (0.00) $(0.04) $ 0.05
Diluted.................. $ 0.00 $(0.03) $ 0.03 $ (0.00) $(0.04) $ 0.05
Weighted average common
shares outstanding:
Basic.................... 9,091 9,091 9,157 9,224 9,157 21,757
Diluted.................. 9,091 9,091 9,440 9,224 9,157 22,371
<CAPTION>
December 31, June 30,
----------------------------- -----------
1995 1996 1997 1998 1999
------ ------ ------ ------- -----------
(in thousands) (unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheet Information:
Cash and cash equivalents.. $ -- $ 63 $1,176 $ 599 $63,489
Total assets............... 123 593 4,267 12,085 145,580
Total long-term debt....... 17 55 77 3,213 163
Total debt................. 21 91 1,954 5,542 207
Stockholders' equity....... 36 281 657 2,728 132,508
</TABLE>

72
<PAGE>

RAZORFISH
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
Razorfish's and Spray's consolidated financial statements and the "Unaudited
Pro Forma Condensed Consolidated Financial Information" included elsewhere in
this joint proxy statement/prospectus. This joint proxy statement/prospectus
contains forward-looking statements relating to future events and Razorfish's
future financial performance. Actual results could differ significantly from
those discussed in this joint proxy statement/prospectus. Factors that could
cause or contribute to such differences include those set forth in the section
entitled "Risk Factors," as well as those discussed elsewhere in this joint
proxy statement/prospectus.

Unless otherwise indicated, all references to Razorfish refer to Razorfish
and, subsequent to their acquisition or formation, its subsidiaries, including
Spray.

Overview

Razorfish is a leading-edge international digital communications solutions
provider. Razorfish's digital communications solutions are designed to help
clients increase sales, improve communications and create and enhance business
identities. Razorfish provides an integrated service offering consisting of
strategic consulting, design of information architectures and user-interfaces
and creation and customization of software necessary to implement its digital
communications solutions. Razorfish primarily uses Internet-based technologies
to create digital communications solutions for the World Wide Web. However,
Razorfish's solutions will increasingly incorporate additional communications
technologies, such as wireless, satellite and broadband communications, for use
with a variety of digital devices and information appliances, including mobile
phones, pagers and personal digital assistants.

Razorfish's revenues are derived from fees for services generated on a
project-by-project basis. In general, clients are charged for the time,
materials and expenses incurred on a particular project; however, a portion of
Razorfish's revenues is derived from fixed-fee contracts. Historically,
Razorfish has not operated on a retainer basis; however, in the first quarter
of 1999, Razorfish entered into a retainer-based arrangement with one of its
clients.

Razorfish recognizes revenues for time and materials-based, fixed-fee and
retainer-based arrangements on the percentage-of-completion method of
accounting based on the ratio of costs incurred to total estimated costs. At
the beginning of each fixed-fee engagement, Razorfish estimates the total cost
of the project. Razorfish reassesses its estimated costs for each project on a
quarterly basis, and provisions for estimated losses on unfinished projects are
made over the life of the project in the period in which such losses are
determined.

The agreements entered into in connection with a project, whether time and
materials or fixed-fee based, are generally terminable by the client upon 30-
days prior written notice. If the client terminates the agreement, it is
required to pay Razorfish for all time, materials and expenses incurred by
Razorfish through the effective date of termination. Razorfish's retainer-based
arrangement ends on December 31, 1999 and the fixed monthly retainer can be
reduced by 10% by the client on 30 days notice. If clients terminate existing
agreements or if Razorfish is unable to enter into new engagements, Razorfish's
business, financial condition and results of operations could be materially and
adversely affected.

In addition, because a proportion of Razorfish's expenses are relatively
fixed, a variation in the number of client engagements can cause significant
variations in operating results from quarter to quarter.

Razorfish's projects vary in size and scope; therefore, a client that
accounts for a significant portion of revenues in one period may not generate a
similar amount of revenue in subsequent periods.

73
<PAGE>

For the six months ended June 30, 1999, one client accounted for
approximately 10.4% of Razorfish's revenues. No other clients accounted for
more than 10% of Razorfish's revenues for the same period. For the six months
ended June 30, 1998, one client accounted for approximately 32.3% of
Razorfish's actual revenues, and another client accounted for approximately
14.5% of Razorfish's actual revenues. No other clients accounted for more than
10% of Razorfish's revenues for the same periods.

Razorfish believes that it will continue to derive a significant portion of
its revenues from a limited number of larger clients. Any cancellation,
deferral or significant reduction in work performed for these principal clients
or a significant number of smaller clients could have a material adverse effect
on its business, financial condition and results of operations.

Operating And Other Expenses

Razorfish's project personnel costs are comprised primarily of salaries,
employee benefits and incentive compensation of billable employees.

Razorfish's sales and marketing expenses are comprised of the salaries of
employees who engage in sales and marketing activities and the costs of those
activities.

Razorfish's general and administrative expenses are comprised of the
salaries, employee benefits and incentive compensation of non-billable
employees and all other operating expenses.

Razorfish's amortization of intangibles primarily is comprised of the
amortization of intangibles in relation to the acquisition of Spray and its
subsidiaries which was completed in the first quarter of 1999.

Acquisitions

Razorfish completed five acquisitions during 1998. Razorfish also acquired
Spray and some of its subsidiaries in the first quarter of 1999. Razorfish has
also since acquired substantially all of the assets of Electrokinetics, Inc., a
New York-based company, purchased the remaining 15% of Razorfish Oy, its
Finnish subsidiary, approximately 15% of Razorfish AG, its German subsidiary
and 15% of Razorfish AS, its Norwegian subsidiary. On September 16, 1999, it
acquired all of the outstanding stock of Los Angeles-based Fuel, Inc. and
Tonga, Inc.

Previously, Razorfish acquired substantially all of the assets of:

(1) Sunbather, a London-based new media company, in October 1998;

(2) <tag> Media, a Los Angeles-based new media entertainment consultant, in
July 1998;

(3) Plastic, a San Francisco-based new media company, in June 1998; and

(4) Avalanche Systems, a New York-based new media company, in January 1998.

In May 1998, Razorfish acquired all of the capital stock of CHBi, a London-
based new media company. In January 1999, Razorfish acquired all of the capital
stock of Spray for 50% of Razorfish's common stock on a fully diluted basis,
after giving effect to this acquisition. See "Business of Razorfish--Other
acquisitions" and "Business of Razorfish--Spray acquisition" for a more
complete description of the acquisitions Razorfish completed in 1998 and 1999.

The following table sets forth, for each line item shown, the amounts
attributable to the listed 1998 acquisitions by Razorfish. When Razorfish
acquired Avalanche Systems it combined Avalanche Systems' operations with
Razorfish's existing New York operations; therefore, no separate information
for Avalanche

74
<PAGE>

Systems is presented. In addition, when Razorfish acquired Sunbather, it
combined Sunbather's operations with CHBi's existing operations; therefore, the
amounts for those companies are presented together.

<TABLE>
<CAPTION>
Razorfish Los Angeles Razorfish Razorfish Limited
(formerly <tag> San Francisco (formerly CHBi
Media) (formerly Plastic) and Sunbather)
--------------------- ------------------ -----------------
(in thousands)
<S> <C> <C> <C>
Revenues................ $398 $1,228 $1,700
Direct salaries and
costs.................. 300 602 1,199
---- ------ ------
Gross profit............ 98 626 501
Sales and marketing..... 27 35 48
General and
administrative......... 123 163 173
Amortization of
goodwill............... 5 6 --
---- ------ ------
Income (loss) from
operations............. (57) 422 280
Interest expense, net... 5 6 2
---- ------ ------
Income (loss) before
income taxes........... (62) 416 278
Provision (benefit) for
income taxes........... (20) 171 94
---- ------ ------
Net income (loss)....... $(42) $ 245 $ 184
==== ====== ======
</TABLE>

Spray Ventures was incorporated in July 1995 and had a total of seven
operating companies by early 1997. In August 1997, Spray Ventures established a
wholly owned subsidiary, Spray Services, and transferred all but one of its
operating subsidiaries to Spray Services. In September 1997, Spray Ventures
transferred all of the common shares of Spray Services to Tetre in
consideration for 1,162 common shares of Tetre, which represented 51% of the
common shares of Tetre on a fully diluted basis following this transaction. The
Tetre stockholders retained a 49% interest in Tetre. In addition, Messrs.
Bystedt and Randerz, officers of Razorfish, were stockholders and officers of
Tetre both prior to and following the transaction. Spray Ventures and the Tetre
stockholders entered into a stockholders agreement pursuant to which the Tetre
stockholders had a right to acquire the number of shares equal to 1% of Tetre
at the time of the merger with Spray Services if Tetre completed a public
offering of its shares. In addition, following this transaction, Tetre changed
its name to Spray.

In addition, in June 1997 Tetre and Mr. Bystedt had entered into a
convertible debt agreement pursuant to which Mr. Bystedt loaned approximately
SEK 1.5 million ($0.2 million based upon the June 30, 1997 exchange rate of SEK
7.7273=$1.00) to Tetre. Mr. Bystedt exercised his conversion rights following
the transaction with Spray Services and acquired 56 shares of Spray. See
"Certain Transactions of Razorfish."

In February 1998, Spray Ventures transferred its remaining operating company
to Spray in consideration for 414 shares in Spray such that Spray Ventures'
holdings in Spray equaled 58% following the transaction.

During the second quarter of 1998, the former Tetre stockholders converted
their remaining 42% ownership interest in Spray into 42% of Spray Ventures,
and, as a result, Spray became 100% owned by Spray Ventures. In addition, at
the time of this transaction, the stockholders agreement among Spray Ventures
and the former Tetre stockholders was terminated, and accordingly, the option
to purchase 1% of Spray was also terminated. See "Business of Razorfish--Spray
acquisition."

Seasonality

In general, the laws of the European countries in which Razorfish operates
mandate that all employees receive significantly more vacation days than in the
United States. For example, in Sweden, each employee must receive a minimum of
25 days paid vacation per year. These vacations are typically taken in the
third quarter, resulting in declining revenues during this period due to a
reduction in both billable hours and client demand.

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<PAGE>

Quarter-To-Quarter Fluctuations In Margins

Razorfish's operating results and quarter-to-quarter margins may fluctuate
in the future as a result of many factors, some of which are beyond Razorfish's
control. Historically, Razorfish's quarterly margins have been impacted by the
following factors:

. the number of client engagements undertaken or completed;

. a change in the scope of ongoing client engagements;

. seasonality;

. a shift from fixed-fee to time-and-materials-based contracts;

. the number of days during the quarter;

. utilization rates of employees;

. marketing and business development expenses;

. charges relating to strategic acquisitions;

. pricing changes in the information technology services market; and

. economic conditions generally or in the information technology services
market.

Razorfish expects this trend to continue.

Results Of Operations

The following table sets forth certain consolidated statements of operations
data of Razorfish both in actual dollars and as a percentage of revenues for
the years ended December 31, 1996, 1997 and 1998 and for the six-month periods
ended June 30, 1998 and 1999.

<TABLE>
<CAPTION>
Year ended December 31 Six Months Ended June 30
------------------------------------------------ ---------------------------------
1996 1997 1998 1998 1999
--------------- -------------- ---------------- --------------- ----------------
Percent Percent Percent Percent Percent
of of of of of
Amount Revenue Amount Revenue Amount Revenue Amount Revenue Amount Revenue
------ ------- ------ ------- ------- ------- ------ ------- ------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Information:
Revenues................ $1,218 100.0% $3,618 100.0% $13,843 100.0% $5,150 100.0% $27,410 100.0%
Project personnel
costs.................. 877 72.0 1,523 42.1 5,973 43.1 2,291 44.5 11,967 43.7
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Gross profit............ 341 28.0 2,095 57.9 7,870 56.9 2,859 55.5 15,443 56.3
Sales and marketing..... 129 10.6 174 4.8 438 3.2 94 1.8 1,114 4.1
General and
administrative......... 518 42.5 1,260 34.8 4,693 33.9 1,922 37.3 9,884 36.1
Amortization of
goodwill............... -- -- -- -- 107 0.8 27 0.5 1,629 5.9
Non-cash compensation
expense................ -- -- 79 2.2 1,937 14.0 1,700 33.0 54 0.2
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Income (loss) from
operations............. (306) (25.1) 582 16.1 695 5.0 (884) (17.1) 2,762 10.0
Interest income expense,
net.................... 5 0.4 20 0.6 241 1.7 103 2.0 (587) (2.1)
Minority Interest....... -- -- -- -- -- -- -- -- (22) (0.0)
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Income (loss) before
income taxes........... (311) (25.5) 562 15.5 454 3.3 (987) (19.1) 3,371 12.1
Provision (benefit) for
income taxes........... (57) (4.7) 265 7.3 455 3.3 (585) (11.4) 2,213 8.1
------ ----- ------ ----- ------- ----- ------ ----- ------- -----
Net income (loss)....... $ (254) (20.8)% $ 297 8.2% $ (1) (0.0)% $ (402) (7.7)% $ 1,158 4.0%
====== ===== ====== ===== ======= ===== ====== ===== ======= =====
</TABLE>

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<PAGE>

The following table sets forth consolidated statement of operations data of
Spray both in actual dollars and as a percentage of revenues for the period
indicated:

<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------
1996 1997 1998
--------------- ---------------- ----------------
Percent Percent Percent
of of of
Amount Revenues Amount Revenues Amount Revenues
------ -------- ------ -------- ------ --------
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Revenues................... $5.32 100.0% $ 7.82 100.0% $15.40 100.0%
Project personnel costs.... 3.63 68.2 5.48 70.1 8.88 57.6
----- ----- ------ ----- ------ -----
Gross profit............... 1.69 31.8 2.34 29.9 6.52 42.4
Sales and marketing........ 0.35 6.6 0.40 5.1 0.75 4.9
General and
administrative............ 1.02 19.2 2.74 35.1 7.00 45.4
Amortization of goodwill... -- -- 0.09 1.1 0.33 2.1
----- ----- ------ ----- ------ -----
Income (loss) from
operations................ 0.32 6.0 (0.89) (11.4) (1.56) (10.0)
Interest income (expense),
net....................... -- -- 0.09 1.1 (0.24) (1.6)
----- ----- ------ ----- ------ -----
Income (loss) before
minority interest and
Income taxes.............. 0.32 6.0 (0.80) (10.3) (1.80) (11.6)
Minority interest.......... -- -- (0.09) (1.1) (0.32) (2.0)
----- ----- ------ ----- ------ -----
Income (loss) before income
taxes..................... 0.32 6.0 (0.71) (9.2) (1.48) (9.6)
Provision (benefit) for
income taxes.............. 0.24 4.5 (0.02) (0.3) -- --
----- ----- ------ ----- ------ -----
Net income (loss).......... $0.08 1.5% $(0.69) (8.9)% $(1.48) (9.6)%
===== ===== ====== ===== ====== =====
</TABLE>

Revenues

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Razorfish's revenues increased $22.3 million, or 432.2%, to $27.4 million
for the six months ended June 30, 1999 from $5.1 million for the six months
ended June 30, 1998. This increase in revenue was primarily due to (1) the
growth of Razorfish's eight offices as a result of the increase in the number,
complexity and the length of the projects completed, an increase in the billing
rates of Razorfish's employees and the amount spent per project by clients and
(2) revenues related to the acquisition of Spray and two other acquisitions
that were completed after the second quarter of 1998.

Year ended December 31, 1998 compared with year ended December 31, 1997

Razorfish's revenues increased $10.2 million, or 282.6%, to $13.8 million
for the year ended December 31, 1998 from $3.6 million for the year ended
December 31, 1997. This increase in revenues was primarily due to (1) the
growth in Razorfish's New York operations of $6.9 million as a result of the
increase in the number, complexity and length of the projects completed, an
increase in the billing rates of Razorfish's employees and the amount spent per
project by clients and (2) $3.3 million related to the five acquisitions
completed during 1998. Revenues for the New York operations increased to $6.9
million in 1998 from $3.6 million in 1997. The increase in revenues was also
partially due to a shift from fixed-fee to time and materials based contracts.

Spray's revenues increased $7.6 million, or 97.0%, to $15.4 million for 1998
from $7.8 million for 1997. This increase in revenues was due to (1) the growth
in Spray's Stockholm operations of $4.5 million as a result of the acquisition
of Spray Services in August 1997, an increase in the number, complexity and
length of the projects completed and the amount spent per project by clients
and (2) the inclusion of a full-year of the results of operations of three new
subsidiaries that began operations during the fourth quarter of 1997, which in
the aggregate equaled $3.1 million. Spray's revenues in 1998 were partially
offset by the disruption of operations in connection with the move to new
office space and a change in management in Spray's Stockholm office during the
third quarter of 1998.

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<PAGE>

Year ended December 31, 1997 compared with year ended December 31, 1996

Razorfish's revenues increased $2.4 million, or 197.0%, to $3.6 million for
1997 from $1.2 million for 1996. This increase in revenues was primarily the
result of the growth in the Razorfish's business due to a larger client base
and an increase in the number, complexity and length of the projects completed
and a shift from fixed-fee to time and materials based contracts.

Spray's revenues increased $2.5 million, or 47.0%, to $7.8 million for 1997
from $5.3 million for 1996. This increase in revenues was due to the growth in
Spray's Stockholm office as a result of the acquisition of Spray Services in
August 1997, as well as the addition of the results of operations of three new
subsidiaries in the fourth quarter of 1997.

Project Personnel Costs

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Razorfish's project personnel costs increased $9.7 million, or 422.3%, to
$12.0 million for the six months ended June 30, 1999 from $2.3 million for the
six months ended June 30, 1998. As a percentage of revenues, project personnel
costs decreased to 43.7% for the six months ended June 30, 1999 from 44.5% for
the six months ended June 30, 1998. The increase in project personnel costs in
absolute dollar terms was a result of the increase in the number of billable
employees.

Year ended December 31, 1998 compared with year ended December 31, 1997

Razorfish's project personnel costs increased $4.5 million, or 292.2%, to
$6.0 million for 1998 from $1.5 million for 1997. As a percentage of revenues,
project personnel costs increased to 43.1% during 1998 from 42.1% during 1997.
The increase in project personnel and costs in absolute dollar terms was a
result of the increase in the number of billable employees. The increase in
project personnel costs as a percentage of revenues was a result of higher
direct costs as a percentage of revenues for the London and Los Angeles offices
as employees were hired without proportionate increases in revenues. The
increase was partially offset by decreases in project personnel costs as a
percentage of revenue in New York and the high revenues generated by the San
Francisco office and an increase in the size and complexity of projects and
more efficient staffing of such projects.

Spray's project personnel costs increased $3.4 million, or 62%, to $8.9
million for 1998 from $5.5 million for 1997. As a percentage of revenues,
project personnel costs decreased to 57.6% during 1998 from 70.1% during 1997.
This increase in absolute dollar terms was due to the increase in the number of
billable employees and an increase in January 1998 of the salary rates of the
former employees of Spray Services. The decrease in project personnel costs as
a percentage of revenues was due to efficiencies and higher gross profits
realized at Spray's offices.

Year ended December 31, 1997 compared with year ended December 31, 1996

Razorfish's project personnel costs increased $0.6 million, or 73.7%, to
$1.5 million for 1997 from $0.9 million for 1996. As a percentage of revenues,
project personnel costs decreased to 42.1% during 1997 from 72.0% during 1996.
The increase in project personnel costs in absolute dollar terms was the result
of an increase in the number of billable employees hired in 1997 and an
increase in billable employees' salary rates to bring them in line with those
provided by other companies in the industry. The decrease in project personnel
costs as a percentage of revenues was due to more efficient staffing of larger
and more complex projects.

Spray's project personnel costs increased $1.9 million, or 50.9%, to $5.5
million for 1997 from $3.6 million for 1996. As a percentage of revenues,
project personnel costs increased to 70.1% during 1997 from 68.2% during 1996.
This increase in absolute dollar terms was due to an increase in the number of
billable

78
<PAGE>

employees. The increase in project personnel costs as a percentage of revenues
was primarily due to the impact of integrating Spray Services into Spray
following its acquisition which reduced the availability of Spray's
professionals to generate revenues.

Sales And Marketing

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Razorfish's sales and marketing costs increased $1.0 million, or 1085.1%, to
$1.1 million for the six months ended June 30, 1999 from $94,000 for the six
months ended June 30, 1998. As a percentage of revenues, sales and marketing
expenses increased to 4.1% for the six months ended June 30, 1999 from 1.8% for
the six months ended June 30, 1998. The increase in sales and marketing costs
in absolute dollar terms and as a percentage of revenues was primarily due to
an increase in the number of solutions managers who spend a portion of their
time on sales and marketing activities and an increase in spending on
promotional activities.

Year ended December 31, 1998 compared with year ended December 31, 1997

Razorfish's sales and marketing expenses increased $0.3 million, or 151.7%,
to $0.4 million for 1998 from $0.2 million in 1997. As a percentage of
revenues, sales and marketing expenses decreased to 3.2% during 1998 from 4.8%
during 1997. The increase in sales and marketing expenses in absolute dollar
terms was primarily due to an increase in the number of solutions managers
spending a portion of their time on sales and marketing activities. The
decrease in sales and marketing expenses as a percentage of revenues was the
result of efficiencies gained as a result of the growth in the size of
Razorfish's operations.

Spray's sales and marketing expenses increased $0.4 million, or 91.7%, to
$0.8 million for 1998 from approximately $0.4 million for 1997. As a percentage
of revenues, sales and marketing expenses decreased to 4.9% during 1998 from
5.1% during 1997. The increase in absolute dollar terms was primarily due to an
increase in the number of employees participating in sales, marketing and
recruiting activities. The decrease in sales and marketing expenses as a
percentage of revenues was the result of efficiencies gained as a result of the
growth in the size of Spray's operations.

Year ended December 31, 1997 compared with year ended December 31, 1996

Razorfish's sales and marketing expenses increased approximately $45,000 or
34.9%, to $0.2 million during 1997 from $0.1 million for 1996. The increase in
sales and marketing expenses in absolute dollar terms was primarily due to an
increase in the number of solutions managers spending a portion of their time
on sales and marketing activities. As a percentage of revenues, sales and
marketing expenses decreased to 4.8% during 1997 from 10.6% in 1996.

Spray's sales and marketing expenses increased $0.1 million, or 12.9%, to
$0.4 million for 1997 from $0.3 million for 1996. As a percentage of revenues,
sales and marketing decreased to 5.1% during 1997 from 6.6% during 1996. This
decrease in sales and marketing expenses as a percentage of revenues was the
result of efficiencies gained as a result of the growth in the size of Spray's
operations.

General And Administrative

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Razorfish's general and administrative expenses increased $8.0 million, or
414.3%, to $9.9 million for the six months ended June 30, 1999 from $1.9
million for the six months ended June 30, 1998. As a percentage of revenues,
general and administrative expenses decreased to 36.1% for the six months ended
June 30, 1999 from 37.3% for the six months ended June 30, 1998. The increase
in general and administrative expenses in absolute dollar terms was a result of
the increase in the number of non-billable employees and an increase in other
types of general and administrative expenses, such as salaries, rent expense,
equipment rental and depreciation.

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Year ended December 31, 1998 compared with year ended December 31, 1997

Razorfish's general and administrative expenses increased $3.4 million, or
272.5%, to $4.7 million in 1998 from $1.3 million in 1997. As a percentage of
revenues, general and administrative expenses decreased to 33.9% during 1998
from 34.8% in 1997. The increase in general and administrative expenses in
absolute dollar terms was the result of the increase in the number of non-
billable employees and an increase in other types of general and administrative
expenses, such as salaries, rent expense, equipment rental and depreciation.
The increase in the number of non-billable employees was the result of (1) an
increase in the number of support staff hired in connection with the
acquisitions and the growth in the size of Razorfish's operations and (2) a
shift in the classification of department heads in Razorfish's larger offices
from billable to non-billable employees because they spent a greater portion of
their time on management functions instead of on billable projects. The
decrease in general and administrative expenses as a percentage of revenues was
due to efficiencies gained as a result of the growth in the size of Razorfish's
operations. In addition, the expansion of Razorfish's operations to locations
where rent expenses were lower, such as San Francisco, and the decrease in the
number of non-billable employees in proportion to the total number of employees
in a given office has also contributed to the decrease in general and
administrative expenses as a percentage of revenues.

Spray's general and administrative expenses increased $4.3 million, or
155.0%, to $7.0 million for 1998 from $2.7 million for 1997. As a percentage of
revenues, general and administrative expenses increased to 45.4% during 1998
from 35.1% during 1997. This increase in general and administrative expenses in
absolute dollar terms was the result of the increase in the number of non-
billable employees and an increase in other types of general and administrative
expenses, such as salaries, rent expense, equipment rental and depreciation.
The increase in general and administrative expenses as a percentage of revenues
was primarily due to the costs incurred in connection with the move of the
Stockholm office to new office space in the third quarter of 1998.

Year ended December 31, 1997 compared with year ended December 31, 1996

Razorfish's general and administrative expenses increased $0.7 million, or
143.2%, to $1.3 million for 1997 from $0.5 million for 1996. As a percentage of
revenues, general and administrative expenses decreased to 34.8% during 1997
from 42.5% during 1996. The increase in general and administrative expenses in
absolute dollar terms was due to the increase in the number of non-billable
employees hired in 1997, the growth in the Razorfish's operations and the
rental of additional office space in New York City. The decrease in general and
administrative expenses as a percentage of revenues was due to efficiencies
gained as a result of the growth in the size of Razorfish's operations.

Spray's general and administrative expenses increased $1.7 million, or
170.0%, to $2.7 million for 1997 from $1.0 million for 1996. As a percentage of
revenues, general and administrative expenses increased to 35.1% during 1997
from 19.2% during 1996. This increase in general and administrative expenses,
both in absolute dollar terms and as a percentage of revenues, was the result
of the increase in the number of non-billable employees and an increase in all
the other types of general and administrative expenses.

Non-Cash Compensation Expense

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Non-cash compensation expense decreased to $54,000 for the six months ended
June 30, 1999 compared to $1.7 million for the six months ended June 30, 1998.
The expense for the six months ended June 30, 1998 was largely attributable to
the granting of 500,000 share options, which automatically vested, at an
exercise price which was deemed to be lower than the fair market value to a
former stockholder of Avalanche Systems, Inc. in connections with the
acquisition of substantially all of the assets of Avalanche Systems, Inc.

Year ended December 31, 1998 compared with year ended December 31, 1997

Non-cash compensation expense increased to $1.9 million in 1998 from
approximately $79,000 in 1997. This increase was due, primarily, to a one-time
compensation charge of $1.8 million that was incurred in the

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second quarter of 1998 as a result of the grant of fully vested options to
purchase 500,000 shares of common stock at an exercise price below the fair
market value of the common stock on the date of grant. These options were
granted to an officer of Razorfish pursuant to an employment agreement entered
into by Razorfish and the officer in connection with the acquisition by
Razorfish of Avalanche Systems. See "Business of Razorfish--Other
acquisitions."

Year ended December 31, 1997 compared with year ended December 31, 1996

Non-cash compensation expense increased to $79,000 in 1997 from none in 1996
because of the granting of options to purchase shares of common stock at a
price less than the fair market value in 1997.

Amortization Of Intangibles

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Amortization of intangibles for Razorfish was approximately $1.6 million for
the six months ended June 30, 1999 compared to $27,000 for the six months ended
June 30, 1998. This increase was due to the amortization of intangibles
resulting from the three acquisitions that were completed after the second
quarter of 1998. $1.5 million of amortization was attributable to the
acquisition of Spray that was completed in January 1999.

Year ended December 31, 1998 compared with year ended December 31, 1997

Amortization of intangibles for Razorfish was approximately $0.1 million in
1998 compared to none for 1997. This increase in amortization of intangibles
was due to the goodwill resulting from the five acquisitions completed during
1998. Amortization of intangibles for Spray was $0.3 million for 1998 compared
to $0.1 million for 1997. This increase was the result of the full-year effect
of amortizing the goodwill associated with the subsidiaries of Spray that began
operations in the fourth quarter of 1997. Pro forma amortization of intangibles
would have increased $59,000 to $3.1 million for 1998 from $3.0 million for
1997.

Year ended December 31, 1997 compared with year ended December 31, 1996

Razorfish had no amortization of intangibles in 1997.

Income Taxes

Six months ended June 30, 1998 compared with six months ended June 30, 1999

Razorfish had income taxes of $2.2 million on pre-tax profits of $3.4
million for the six months ended June 30, 1999. During the six months ended
June 30, 1998, Razorfish had a benefit for income taxes of $0.6 million on pre-
tax losses of $1.0 million. The effective income tax rate was 54.7% and 59.3%
for the six months ended June 30, 1999 and June 30, 1998, respectively. The
differences in the effective tax rate for the six months ended June 30, 1999
and June 30, 1998 from the federal and state statutory rates was primarily the
result of non-tax deductible expenses, including (1) amortization of
intangibles of $1.6 million and $27,000, respectively, and (2) non-cash
compensation expense of $54,000 and $1.7 million, respectively.

Year ended December 31, 1998 compared with year ended December 31, 1997

Razorfish had income taxes of $0.5 million on pre-tax profits of $0.5
million during 1998. During 1997, Razorfish had income taxes of $0.3 million on
pre-tax profits of $0.6 million. The effective income tax rate was 100.2% and
47.1% during 1998 and 1997, respectively. The differences in the effective tax
rates during 1998 and 1997 from the federal and state statutory rates are
primarily the result of non-tax deductible expenses, including (1) compensation
charges incurred in connection with the grant of incentive stock options in
1998 of $1.9 million and (2) goodwill of $0.1 million in connection with the
five acquisitions completed in 1998.

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Spray had no tax charge for 1998 on pre-tax losses of $1.5 million during
such period. During 1997, Spray had a tax benefit of $24,000 on pre-tax losses
of $0.7 million. During 1997 and 1998, Spray did not book a tax benefit due to
uncertainties of its future realizability as a result of the restructuring of
Spray that occurred in August 1997 and January 1999 and the existence of net
operating losses from previous tax periods.

Year ended December 31, 1997 compared with year ended December 31, 1996

Razorfish's income taxes increased to approximately $0.3 million on pre-tax
profits of $0.6 million for 1997 compared to a tax benefit of approximately
$57,000 on pre-tax losses of $0.3 million for 1996. The effective income tax
rate was 47.1% for 1997 and 18.2% for 1996. The tax benefit for 1996 was
reduced by the effect of change in Razorfish's status from an "S" corporation
to a "C" corporation in 1996.

Spray had a benefit from income taxes of approximately $24,000 on pre-tax
losses of $0.7 million during 1997. During 1996, Spray had a tax charge of $0.2
million on pre-tax profits of $0.3 million. The effective income tax rate was
3.3% and 74.8% for 1997 and 1996, respectively. The differences in the
effective tax rates for 1997 and for 1996 from the statutory Swedish tax rates
are primarily due to the non-deductibility of certain expenses.

Liquidity And Capital Resources

Historically, Razorfish relied on borrowings under lines of credit provided
by Omnicom to finance its working capital requirements and capital
expenditures. Razorfish received $15.8 million in February 1999 when
Communicade exercised its option to purchase 1,976,810 shares of Common Stock,
which represented 10% of Razorfish's Common Stock on a fully diluted basis at
the time the option was exercised. Razorfish used a portion of the proceeds
from the exercise of this option by Communicade to repay the outstanding amount
due to Omnicom under the working capital line of credit. Following the
completion of its initial public offering in April 1999 Razorfish received net
proceeds of $48.3 million and an additional payment of $9.9 million from
Communicade in connection with the exercise of the 10% option. In April 1999,
Razorfish used a portion of the proceeds of the initial public offering to
repay all of the outstanding amounts due to Omnicom under the acquisition lines
of credit provided by Omnicom.

Historically, Spray has relied on cash flow from operations, capital
contributions and proceeds from the issuance of convertible debt to finance its
working capital requirements and capital expenditures.

Razorfish believes that its market risk exposures are immaterial as
Razorfish does not have instruments for trading purposes and reasonably
possible near-term changes in market rates or prices will not result in
material near-term losses in earnings, material changes in fair values or cash
flows for all other instruments.

Net Cash Provided By (Used In) Operating Activities

Razorfish's net cash provided by operating activities was $0.4 million for
the six months ended June 30, 1999 compared to net cash provided by operating
activities of $0.2 million for the six months ended June 30, 1998.

Razorfish's net cash provided by operating activities was $2.1 million for
1998 compared to net cash used in operating activities of approximately $0.3
million for 1997. Net cash provided by operating activities in 1998 was
primarily due to an addback of $2.4 million for depreciation and amortization
and non-cash compensation expense, as well as an increase in accounts payable,
accrued expenses of $1.1 million and amounts owed to related parties of $0.5
million.

The net cash used in operating activities of $0.3 million in 1997 was
primarily due to an increase of $1.3 million in accounts receivable related to
the growth in Razorfish's New York operations and an increase in the

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number of clients and in the number and size of projects. Net cash used in
operating activities was approximately $0.2 million in 1996.

Spray's net cash used in operating activities was approximately $0.1 million
for 1998 compared to net cash provided by operating activities of $0.3 million
for 1997. Net cash used in operating activities for 1998 was primarily the
result of a net loss of $1.5 million and an increase of $0.8 million in
accounts receivable, an increase of $0.3 million in prepaid expenses and other
current assets which was partially offset by a significant increase of $0.5
million in other current liabilities and $1.1 million of accrued expenses. Net
cash provided by operating activities in 1997 was primarily due to an increase
of $0.5 million in accounts payable, of $0.4 million in accrued expenses and
other current liabilities. Net cash provided by operating activities was $0.4
million for 1996.

Net Cash Used In Investing Activities

Razorfish's net cash used in investing activities was $6.9 million for the
six months ended June 30, 1999 compared to $3.7 million for the six months
ended June 30, 1998.

Razorfish's net cash used in investing activities was $5.2 million for 1998
compared to net cash used in investing activities of approximately $0.3 million
for 1997. Net cash used in investing activities in 1998 was primarily used for
the acquisition of five companies during this period of $4.6 million and was
also used for capital expenditures of $0.7 million consisting primarily of the
purchase of computer equipment, furniture and fixtures and leasehold
improvements. Net cash used in investing activities was approximately $0.2
million in 1996.

Spray's net cash used in investing activities was $1.4 million for 1998
compared to net cash used in investing activities of $0.6 million for 1997. Net
cash used in investing activities in 1998 was primarily used for capital
expenditures of $1.0 million and investments aggregating $0.4 million in the
three new subsidiaries that began operations in the fourth quarter of 1997. Net
cash used in investing activities in 1997 was due to the investment of $0.1
million in the new subsidiaries, net of cash acquired, and capital expenditures
of $0.5 million consisting primarily of the purchase of computer equipment and
leasehold improvements. Net cash used in investing activities was approximately
$0.1 million for 1996.

Net Cash Provided By Financing Activities

Razorfish's net cash provided by financing activities was $69.5 million for
the six months ended June 30, 1999 compared to $2.7 million for the six months
ended June 30, 1998.

Razorfish's net cash provided by financing activities was $2.6 million and
approximately $1.7 million for 1998 and 1997, respectively. This increase was
primarily the result of additional borrowings of $3.2 million under the lines
of credit provided by Omnicom in connection with the five acquisitions during
1998 which was partially offset by deferred registration costs of $0.6 million
in connection with the initial public offering and the purchase of treasury
stock for $0.5 million. Net cash provided by financing activities was
approximately $0.5 million in 1996.

Spray's net cash provided by financing activities was $1.8 million and $0.7
million for 1998 and 1997, respectively. The increase in net cash provided by
financing activities was primarily the result of an increase in related-party
debt of $1.1 million, the conversion of debt of $0.3 million to a capital
contribution and $0.4 million acquired upon the exercise of options to purchase
common stock. Net cash used in financing activities was $0.3 million for 1996.

Capital Expenditures, Earn-Out Payments And Rent Expenses

Razorfish's capital expenditures for 1998 were approximately $0.7 million
compared to approximately $0.3 million for 1997. Capital expenditures were
approximately $0.2 million for 1996. Historically, capital

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expenditures have been used to make leasehold improvements to Razorfish's
leased office space and to purchase computer hardware and software and
furniture and fixtures. Razorfish does not have any material commitments for
capital expenditures for the foreseeable future. Razorfish does not expect to
make payments greater than $250,000 in 1999 in connection with earn-out
arrangements under acquisition agreements. Razorfish may make additional
payments in subsequent years pursuant to these agreements, the amounts of which
cannot be determined at this time.

Spray's capital expenditures were $1.0 million and $0.5 million for 1998 and
1997, respectively. Capital expenditures were approximately $0.1 million for
1996. Historically, capital expenditures have been used to make leasehold
improvements to the Spray's leased office space and to purchase computer
hardware and software. Spray does not have any material commitments for capital
expenditures for the foreseeable future.

Rental payments for office space leased by Razorfish under current rental
agreements will be $2.6 million in 1999.

Lines Of Credit And Other Financings

In September 1996, Razorfish entered into a Stockholders Agreement with
Communicade, formerly known as JWL Associates Corp., a wholly owned subsidiary
of Omnicom, and Messrs. Dachis and Kanarick, under which Omnicom agreed that,
as long as it was a stockholder of Razorfish, it would provide Razorfish with a
line of credit of up to $2.0 million for working capital purposes and a
financing line of credit in connection with Razorfish's acquisition of "new
media" companies. The Stockholders Agreement terminated upon the effectiveness
of a new Stockholders Agreement entered into by Razorfish, Communicade, Spray
Ventures and Messrs. Dachis and Kanarick in connection with the acquisition of
Spray. Pursuant to the terms of the Stockholders Agreement, Communicade has
provided the working capital line of credit and the acquisition line of credit
to Razorfish on the same terms and conditions as were set forth in the
Shareholders Agreement. Razorfish repaid all outstanding amounts under the
working capital line of credit in February 1999 with the proceeds from the
exercise of the 10% option by Communicade. Razorfish repaid all outstanding
amounts under the acquisition line of credit on April 29, 1999 with the
proceeds of the initial public offering. At the time Razorfish repaid this
debt, there was a total of $4.0 million outstanding and the applicable interest
rate was 5.95%. The Stockholders Agreement terminated on the closing of the
initial public offering. Accordingly, Razorfish will no longer have available
any line of credit. See "Certain Transactions of Razorfish."

Pursuant to the terms of the Stockholders Agreement, Communicade was granted
an option to purchase from Razorfish the number of shares of common stock equal
to 10% of Razorfish's common stock on a fully diluted basis on the date the
option is exercised. The purchase price per share upon exercise of the 10%
Option is equal to 80% of the price per share to be sold in the initial public
offering. In February 1999, Communicade exercised this option and purchased
1,976,810 shares of common stock. The aggregate purchase price that Communicade
paid for these shares was approximately $15.8 million. Communicade paid an
additional $9,488,692 for these shares based on the initial public offering
price. See "Certain Transactions of Razorfish."

At December 31, 1998, Spray had a loan of SEK 23,576,000 ($2.8 million based
upon the December 31, 1998 exchange rate of SEK 8.1023 = $1.00) due to Spray
Ventures. The terms and conditions of this loan were the same as Razorfish's
borrowings from Omnicom. Razorfish repaid this loan with the proceeds of the
10% option.

Razorfish provides lines of credit to some of its subsidiaries under the
same terms and conditions as in its past borrowings from Omnicom.

Razorfish believes that cash generated by operations combined with the
proceeds of the exercise by Communicade of its 10% option and the initial
public offering are sufficient to meet its working capital needs for the next
twelve months.

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Year 2000

The Year 2000 problem is the potential for system and processing failures of
date-related data arising from the use of two digits by computer-controlled
systems, rather than four digits, to define the applicable year. For example,
computer programs that contain time-sensitive software may recognize a date
using two digits of "00" as the year 1900 rather than the year 2000. This could
result in system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar ordinary business activities. The Year 2000
problem is not limited to information technology systems but may also impact
embedded systems, such as those that control elevators, alarm systems and many
other devices.

Razorfish believes that its internal software and hardware systems will
function properly with respect to dates in the year 2000 and thereafter.
Nonetheless, there can be no assurance in this regard until such systems are
operational in the year 2000. In the judgment of management, Razorfish's
exposure is minimal, the cost of recovery will be insignificant, and its
business will not be adversely impacted.

Razorfish has examined all of its internal systems that constitute core
components of its operations, including both computer systems and elements of
the office environment. Razorfish has also conducted a complete inventory of
the hardware and software in use by Razorfish to verify the state of Year 2000
compliance of all assets necessary to maintain the operations of Razorfish
during the potential disaster scenarios that Razorfish has identified.

In connection with its Year 2000 compliance efforts, Razorfish expects to
continue to purchase and upgrade all desktop and server hardware and software
according to the capital budget in place for 1999. One full-time information
services specialist is dedicated to the completion of the full hardware and
software inventory and the installation of all application software.
Razorfish's upgrade of its telephone system and its planned upgrade of its
alarm system is also expected to result in Year 2000 compliance. In the
judgment of management, the cost of compliance could range from $0.1 million to
$0.3 million.

Razorfish has also examined Year 2000 issues as they relate to each third
party with which it has a material relationship, such as its payroll provider
and the supplier of the software used by the accounting department. Razorfish's
investigation into the capabilities of its vendors continues, and Razorfish has
obtained statements from approximately 90% of them regarding their Year 2000
compliance. Razorfish expects to receive additional statements of compliance
from certain of its vendors. In the judgment of management, internally used
third-party tools, such as operating systems, databases and other design and
development applications, are 90% Year 2000 compliant and will be fully
compliant by September 30, 1999. Management believes that any failure of these
systems would have negligible impact on Razorfish's operations and would be
resolved as expediently as possible.

Razorfish has verified that its internally developed solutions are Year 2000
compliant. Although as a general matter Razorfish does not specifically warrant
to clients that its work will be Year 2000 compliant, certain clients have
requested and received such warranties. In such cases, Razorfish does not
warrant the compliance of third-party software; rather, Razorfish warrants only
that software created by Razorfish will be Year 2000 compliant. However, even
absent a specific Year 2000 warranty, there is a risk that clients for whom
Razorfish has created or implemented software will attempt to hold Razorfish
liable for any damages that result in connection with Year 2000 problems.

Razorfish has also prepared a contingency plan, which includes the
availability of Year 2000 compliant software on its servers and the
availability of trained information services support staff to deal with
unforeseen desktop failures. Razorfish has redundant servers for a variety of
its operating systems to ensure Razorfish's ability to reconstruct its failed
systems quickly. Secondary DMS servers throughout Razorfish will maintain
Razorfish's vital Internet connections.

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As part of the analysis of the Year 2000 problem, Razorfish has analyzed the
impact of the "worst case scenario" on its business. The "worst case scenario"
would occur if the statements and warranties of Razorfish's vendors concerning
their Year 2000 compliance and upgrade programs were entirely false, its
current upgrades were unsuccessful and its contingency plan failed, resulting
in a critical systems failure throughout Razorfish. Although management does
not believe that this worst case scenario is likely to occur, if it does occur,
management estimates that it would cost approximately $7.0 million to replace
every single system and keep them operational for one month. The worst case
scenario would include replacing or rebuilding:

. all servers and the related operating systems;

. every date-aware function on the network systems;

. all workstation hardware;

. all application software programs;

. the financial systems;

. nonfunctioning telecommunications systems;

. climate control systems; and

. every office appliance such as copiers and fax machines.

In addition, under the worst case scenario, year 2000-related failures at
customer facilities or at our facilities might cause major customers to
terminate their contracts with Razorfish or slow down the work to be performed,
resulting in deferral or loss of income.

Currency Fluctuation And The Euro Conversion

Razorfish does not believe that it is subject to material currency
fluctuations as a result of its international operations. Revenue from the
operations of its European subsidiaries, Razorfish Limited (formerly CHBi) and
Spray, are currently denominated primarily in British pounds and the Swedish
kroner. Razorfish does not plan to repatriate such revenues to the United
States in the foreseeable future. Historically, Razorfish has not experienced
any material changes in quarter-to-quarter operating results due to currency
fluctuations. However, no assurance can be given that quarterly results will
not be impacted in the future, for financial reporting purposes only, due to
the conversion into dollars of non-dollar denominated revenues.

Eleven of the fifteen member states of the European Union agreed to adopt
the euro as their common legal currency. On January 1, 1999, these members
began the process of converting their native currencies to the euro, and on
that date the euro commenced trading on currency exchanges and became available
for non-cash transactions. For the period from January 1, 1999 to January 1,
2002 both the euro and the native currencies will be legal tender in the
participating member states. During this period, the conversion rates for
currencies will be determined by a formula that has been established by the
European Commission. On January 1, 2002, new euro-denominated bills and coins
will be fully deployed and all native bills and coins will be withdrawn by July
1, 2002.

In addition, as of January 1, 1999, the new European Central Bank gained the
authority to direct monetary policy with respect to the euro, including money
supply and official interest rates for the euro. Some of the rules and
regulations with regard to the euro have yet to be promulgated and completed by
the European Commission.

While the United Kingdom and Sweden are members of the European Union, they
are not participating in the euro conversion; however, they may elect to
convert to the euro at a later date. Risks related to the conversion to the
euro may not impact Razorfish directly, but could have a materially adverse
effect on its clients' businesses, which could have an indirect effect on their
demand for Razorfish's services. Although

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Razorfish's management does not believe that the conversion to the euro will
have a material or adverse impact on its business, they have not completed
their assessment of the effect that the introduction of the euro will have on
its business, results of operations and financial condition.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging
Activities" which establishes accounting and reporting standards of derivative
instruments, including derivative instruments embedded in other contracts, and
for hedging activities. There will be no impact to Razorfish's results of
operations, financial position or cash flows upon the adoption of this
standard.

In July 1999, the FASB approved SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133", which amends SFAS No. 133 to be effective for all fiscal
quarters beginning after June 15, 2000.

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MANAGEMENT OF RAZORFISH FOLLOWING THE MERGER

Directors And Executive Officers

The following table sets forth information with respect to the directors and
executive officers of Razorfish following the merger.

<TABLE>
<CAPTION>
Name Age (4) Position
---- ------- --------
<S> <C> <C>
Jeffrey A. Dachis....... 32 President, Chief Executive Officer, Treasurer
and Director

Lawrence P. Begley...... 43 Executive Vice President, Chief Financial
Officer and Director

Susan Black............. 32 Chief Financial Officer(2)

Anders Eriksson......... 28 Executive Vice President--European Operations

Craig M. Kanarick....... 32 Chief Scientist, Secretary, Vice Chairman of the
Board and Director

Jean-Philippe Maheu..... 36 Executive Vice President--North American
Operations

Christopher A. Mathias.. 37 Executive Vice President--European Operations

Michael Pehl............ 38 Chief Operating Officer and Director

Michael S. Simon........ 35 Executive Vice President--Business Affairs and
General Counsel

Jonas S.A. Svensson..... 31 Executive Vice President--Corporate Development,
Vice Chairman of the Board and Director(1)

Carter F. Bales......... 61 Director

Per I.G. Bystedt........ 34 Chairman of the Board and Director

Kjell A. Nordstrom...... 41 Director(3)

John Wren............... 47 Director
</TABLE>

- --------
(1) After the closing of the merger, Jonas S.A. Svensson will become Vice
Chairman of the Board and Director.
(2) After the closing of the merger, Susan Black will become Executive Vice
President--Mergers and Acquisitions, Integration and Treasury.
(3) After the closing of the merger, Kjell Nordstrom will resign as a director
of Razorfish.

(4) As of September 13, 1999.

Jeffrey A. Dachis, a co-founder of Razorfish, has served as President, Chief
Executive Officer, Treasurer and a Director of Razorfish since its inception in
January 1995. He was a Graphic Production Specialist for Applied Graphics
Technologies, a graphic pre-press production house, from May 1994 to April
1995. From September 1993 until April 1994, Mr. Dachis served as Vice President
of Corporate Marketing of Game Financial Corp., a credit card cash advance and
electronic funds transfer company. Mr. Dachis is also Chief Executive Officer
and a director of Razorfish Studios. He will devote substantially all of his
time to the management of Razorfish. See "Certain Transactions of Razorfish."
Mr. Dachis holds a B.A. degree in dance and dramatic literature from SUNY
Purchase and an M.A. degree in media/entertainment business from New York
University.

Larry Begley has been Chief Financial Officer, Treasurer and a Director of
i-Cube since October 1996 and became Executive Vice President in April 1998.
From August 1988 to October 1996, Mr. Begley was employed by Boston Consulting
Group, an international management consulting firm. From August 1988 until
December

88
<PAGE>

1990, Mr. Begley was Director of Finance and Corporate Controller of Boston
Consulting Group. From December 1990 to October 1996, he was Chief Financial
Officer and Treasurer of Boston Consulting Group. He is expected to become a
Director on the closing of the merger.

Susan Black has been Chief Financial Officer of Razorfish since January
1998. Prior to joining Razorfish, Ms. Black was Chief Financial Officer of the
New York office of TBWA Chiat/Day Inc., an advertising agency, from March 1996
to December 1997. Prior to the merger of TBWA International and Chiat/Day, Ms.
Black was International Controller for TBWA from May 1994 to February 1996.
From August 1988 to April 1994, Ms.
Black worked for Arthur Andersen LLP in various positions, including manager.
Ms. Black holds a First Class B.S. degree in economics from Loughborough
University and is a member of the Institute of Chartered Accountants of England
and Wales.

Anders Eriksson has been Executive Vice President of European Operations for
Razorfish since May 1999. He was previously Business Area Manager of Media and
Telecom for Spray/Razorfish Stockholm. From August 1995 through July 1997, Mr.
Ericksson was Consultant and Manager of Bossard Consultants
(international management consultant firm). From August 1997 though September
1998, he was Senior Consultant at Gemini Consulting (an international
management consultant firm). From April 1994 through July 1995, he was
responsible for interactive TV at Everyday, a member of the Kimmevik Group.

Craig M. Kanarick, a co-founder of Razorfish, has been a Vice Chairman of
the Board of Razorfish since January 1999, Chief Scientist of Razorfish since
August 1998 and Secretary and a Director of Razorfish since its inception in
January 1995. Mr. Kanarick was Chairman of the Board of Razorfish from its
inception until January 1999. From June 1993 to January 1995, Mr. Kanarick was
a freelance digital media consultant and designer. Mr. Kanarick is Chairman of
the Board, Chief Creative Officer, Secretary and a director of Razorfish
Studios. He is also a director of the New York New Media Association and
Rhizome Communications, Inc., a non-profit digital arts corporation. Mr.
Kanarick will devote substantially all of his time to the management of
Razorfish. See "Certain Transactions of Razorfish." Mr. Kanarick holds a B.A.
degree in philosophy and a B.S. degree in computer science from the University
of Pennsylvania and an M.S. degree in visual studies from the MIT Media Lab at
the Massachusetts Institute of Technology.

Jean-Philippe Maheu has served as Executive Vice President--North American
Operations of Razorfish since January 1999 and Executive Vice President of
Corporate Development of Razorfish from December 1997 until December 1998. Mr.
Maheu served as Vice President of Business Development and Strategy of
Razorfish from July 1997 until December 1997. From February 1995 to June 1997,
Mr. Maheu served as a principal of Gunn Partners, a management consulting firm.
From September 1989 to January 1995, Mr. Maheu was a consultant and manager of
A.T. Kearney, an international management consulting firm. Mr. Maheu holds a
M.S. degree in information systems from Pierre and Marie Curie University--
Paris and an M.B.A. degree in finance and marketing from the J.L. Kellogg
Graduate School of Management at Northwestern University.

Christopher P. Mathias has been i-Cube's Chief Strategy Officer and Managing
Director of Europe since June 1999. Mr. Mathias was Chairman of Conduit
Communications, a company he founded, since 1993. From 1990 to June 1993 Mr.
Mathias was Division Director at Harbor Holdings (United Kingdom) where he
worked in an acquisition and integration capacity. From 1988 to 1990 Mr.
Mathias was a management consultant with Bain & Co. Mr. Mathias is a graduate
of Bristol University and received his MBA from INSEAD.

Michael Pehl has been Chief Executive Officer of i-Cube since June 1996 and
chairman of its board of directors since July 1996. From March 1994 to May
1996, Mr. Pehl was Chief Executive Officer of Deloitte & Touche Consulting
Group/ICS, the global SAP and Baan package implementation group of Deloitte
Touche Tohmatsu International, a global accounting and consulting firm. From
January 1991 until March 1994, Mr. Pehl was Chief Executive Officer of ICS, a
systems implementation firm that he founded and sold to Deloitte & Touche in
1994. Prior to founding ICS, Mr Pehl was employed by SAP AG and SAP America
from July 1986 to December 1990 where he held various positions in the
consulting and development organizations. Mr. Pehl was a member of the SAP AG
team that relocated to the United States in 1987 and established SAP America.
He is expected to become a Director on the closing of the merger.

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<PAGE>

Michael S. Simon has been Executive Vice President--Business Affairs of
Razorfish since November 1998 and General Counsel of Razorfish since July 1998.
Mr. Simon was Senior Vice President of Business Affairs of Razorfish from July
1998 to November 1998, and he was Razorfish's Vice President of Business
Affairs from October 1996 to July 1998. Prior to joining Razorfish, Mr. Simon
was a Senior Director of Legal Affairs for Polygram Records, Inc. from April
1995 to October 1996. From November 1993 to April 1995, he was an associate at
the law firm Levine Thall Plotkin & Mennin, LLP. Mr. Simon is also the
President and a director of Razorfish Studios. Mr. Simon was also the President
of Simon Ventures, Ltd., an artist management and management consulting firm
that he founded, from October 1996 until Simon Ventures was sold to Razorfish
Studios in February 1999. He will devote a substantial portion of his time to
the management of Razorfish. See "Certain Transactions of Razorfish." Mr. Simon
holds a B.A. degree in American studies from Amherst College and a J.D. degree
from Columbia University.

Jonas S.A. Svensson, a co-founder of Spray, has served as a Vice Chairman of
the Board and Executive Vice President--Corporate Development of Razorfish
since January 1999. Prior to the Spray Acquisition, he served as director of
brand and strategic developments of Spray and was also Chairman of the Board of
Spray. From January 1995 to June 1995, Mr. Svensson was Executive Vice
President for Everyday, a company specializing in interactive media and ISP
services that is a member of Kinnevik Group, the Nordic media group. He was a
student at the Stockholm School of Economics from August 1990 to January 1995.

Carter F. Bales has been a director of Razorfish since March 1999. Mr. Bales
has served as a managing director of The Wicks Group of Companies, L.L.C., a
private equity investment firm specializing in certain segments of the
communications, information and media industries that he co-founded, since June
1998. From June 1965 until June 1998, Mr. Bales was a director and served in
various other senior positions at McKinsey & Company, Inc., an international
management consulting firm. Since leaving McKinsey in 1998, Mr. Bales has
provided continued services to McKinsey as an outside consultant and as a
member of McKinsey's Advisory Council.

Per I.G. Bystedt has served as Chairman of the Board of Razorfish since
January 1999. He is also Chief Executive Officer and a director of Spray
Ventures. Mr. Bystedt served as Chairman of the Board of Spray from September
1997 until the closing of the Spray acquisition in January 1999. From January
1995 until February 1997, Mr. Bystedt served as Chief Executive Officer of TV5
Broadcasting Group Ltd., a Scandinavian satellite and cable television network.
From January 1997 to April 1997, Mr. Bystedt was an Executive Vice President
for Modern Times Group AB with the primary responsibility for supervising all
of the satellite and cable TV, pay TV and smart card system companies within
this organization. Mr. Bystedt also served as Chief Executive Officer for ZTV
Group AB, a commercial television company in Scandinavia, from April 1994 to
December 1995, and for the television production company, Trash Television AB,
from September 1992 to April 1994 . Mr. Bystedt holds a degree in natural
science from Hersby Skola and an M.B.A. degree from the Stockholm School of
Economics.

Kjell A. Nordstrom has been a director of Razorfish since March 1999. Mr.
Nordstrom has been executive director of the Institute of International
Business and an assistant professor at the Stockholm School of Economics since
1991. Mr. Nordstrom has also been a director of Spray Ventures since 1998 and a
director of Geelmuyden-Kiesse AS, an indirect subsidiary of Razorfish, since
1996. Mr. Nordstrom will be resigning from his position as a director of
Razorfish as of the closing of the merger.

John Wren has been a director of Razorfish since September 1996. Mr. Wren
has served as Chief Executive Officer of Omnicom since January 1997 and has
also been President of Omnicom since September 1995. From May 1993 until June
1998, he served as Chairman and Chief Executive Officer of the Diversified
Agency Services division of Omnicom. Mr. Wren was appointed to Omnicom's board
of directors in May 1993. Mr. Wren also serves on the board of directors of
AGENCY.COM.

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<PAGE>

Board of Directors

Razorfish currently has authorized seven directors. Each director holds
office until his successor is duly elected and qualified or until his
resignation or removal, if earlier. Five of the current members of the board of
directors were elected pursuant to the terms of the Stockholders Agreement
entered into as of October 1, 1998 by and among Razorfish, Spray Ventures,
Communicade and Messrs. Dachis and Kanarick, which terminated upon the
consummation of the initial public offering.

Immediately following the closing, Razorfish's board of directors will
consist of the following nine people: Jeffrey A. Dachis, Craig M. Kanarick, Per
I.G. Bystedt, Jonas S.A. Svensson, Carter F. Bales, Michael Pehl, Lawrence P.
Begley, John Wren, or if Mr. Wren is unable to serve, another executive officer
of Omnicom Group Inc., reasonably acceptable to the Chief Executive Officer of
Razorfish, and one outside director designated by i-Cube.

In March 1999, Razorfish established an Audit Committee and a Compensation
Committee upon which both Messrs. Bales and Nordstrom currently serve.
Following the closing of the merger, Mr. Bales and the outside director to be
designated by i-Cube will be the sole members of the Audit and Compensation
Committees.

The Audit Committee reviews the preparations for and the scope of the audit
of Razorfish's annual financial statements, reviews drafts of such statements,
makes recommendations as to the engagement and fees of the independent auditors
and monitors the functioning of Razorfish's accounting and internal control
systems by meeting with representatives of management, the independent auditors
and the internal auditors. The Committee has direct access to the independent
auditors, the internal auditors and counsel to Razorfish and performs such
other duties relating to the maintenance of the proper books of account and
records of Razorfish and other matters as the board of directors may assign
from time to time.

The Compensation Committee supervises and makes recommendations with respect
to compensation levels of key employees and all benefit plans involving
employees of Razorfish. It approves, upon the recommendation of the President
or other appropriate officer, the terms of employment of all officers of
Razorfish (except the Chairman of the Board and the President) and recommends
the terms of employment of the Chairman of the Board and the President to the
board of directors for approval.

Compensation of Directors

Directors who are also employees of Razorfish receive no additional
compensation for their services as directors. Directors who are not employees
of Razorfish do not receive a fee for attendance at meetings of the board of
directors or committees of the board of directors, but they are reimbursed for
travel expenses and other out-of-pocket costs incurred in connection with the
attendance of meetings. Messrs. Bales and Nordstrom received options to
purchase shares of common stock upon the closing of the initial public
offering. Some of these options vested 100% on the date of grant, and each of
Messrs. Bales and Nordstrom agreed to exercise his option to purchase these
shares on the date of grant.

The Delaware General Corporation Law provides that a company may indemnify
its directors and officers for specified liabilities. Razorfish's Certificate
of Incorporation and bylaws provide for the indemnification of its directors
and officers to the fullest extent permitted by law. The effect of these
provisions is to indemnify the directors and officers of Razorfish against all
costs, expenses and liabilities incurred by them in connection with any action,
suit or proceeding in which they are involved by reason of their affiliation
with Razorfish. Razorfish may obtain directors and officers liability insurance
to effectuate these provisions.

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<PAGE>

Employment and non-competition agreements

Employment agreements with Messrs. Dachis and Kanarick

Razorfish has entered into employment agreements with each of Messrs. Dachis
and Kanarick, pursuant to which Mr. Dachis serves as President, Chief Executive
Officer and Treasurer and Mr. Kanarick serves as Chief Scientist, Secretary and
Vice Chairman of the Board. Although in 1998 each of Messrs. Dachis and
Kanarick was paid a base salary of $104,000, as of April 1999, each of Messrs.
Dachis and Kanarick is paid an annual base salary of $36,000, subject to
increases in accordance with Razorfish's salary review and budget policies. In
addition, pursuant to the terms of the agreements, Messrs. Dachis and Kanarick
serve as directors of Razorfish without any additional compensation.

The initial term of each agreement expires on December 31, 2001. Upon the
expiration of the initial term, each agreement remains in effect and may be
terminated by either party upon six months' prior written notice. In addition,
at any time after June 30, 2001, Razorfish may, at its option, elect to place
either executive on "leave of absence status" during which time the executive
will no longer be responsible for his duties but will be entitled to payment of
his salary and other benefits provided in the agreement.

These agreements also contain customary provisions relating to the
protection of confidential information and non-solicitation of Razorfish's
employees or clients upon the executive's termination of employment.

Non-competition agreements with Messrs. Dachis and Kanarick

Razorfish has entered into non-competition agreements with each of Messrs.
Dachis and Kanarick. The agreements provide that each of Messrs. Dachis and
Kanarick will not, until the later of December 31, 2001 and the termination of
his employment with Razorfish, (1) solicit business of the type performed by
Razorfish from any Razorfish client, (2) solicit Razorfish's employees or (3)
render services of the type performed by Razorfish for any Razorfish client. A
Razorfish client includes any person that is a client at the time of, or during
the termination of such employee's employment or during the prior, and
prospective clients to whom Razorfish has made a presentation during the one-
year period prior to such termination.

Employment agreements with Messrs. Bystedt, Svensson and Ihrfelt

Razorfish has entered into employment agreements with each of Messrs.
Bystedt, Svensson and Ihrfelt, pursuant to which each is required to perform
duties designated by Razorfish, in either Stockholm or New York, and will
report to Mr. Dachis. Each such employee is paid an annual base salary of
$36,000, subject to increases in accordance with Razorfish's salary review and
budget policies. Beginning after one year of employment, each such employee
will be eligible to participate in Razorfish's bonus and profit-sharing
programs.

These agreements contain customary provisions relating to assignment to
Razorfish of proprietary information developed during employment and the
protection of confidential information.

Employment and non-competition agreement with Mr. Pehl

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<PAGE>

The initial term of the agreement is one year and the agreement
automatically renews for successive one-year terms unless terminated by either
party 60 days prior to the then-current term.

The agreement contains customary provisions relating to the protection of
confidential information, and non-solicitation of Razorfish's employees or
clients upon the executive's termination of employment. The agreement also
provides that during the term of the agreement and for six months after his
employment terminates, Mr. Pehl will not compete with the business of
Razorfish.

Employment agreements with other members of management

Razorfish has also entered into employment agreements with Messrs. Seidler,
Maheu and Orensten. Mr. Seidler serves as Razorfish's Chief Creative Officer
and is paid an annual base salary of $125,000. The initial term of his
employment expires on December 31, 2001. Upon the expiration of such initial
term, Mr. Seidler's agreement continues in effect and may be terminated by
either party upon 30-days' prior written notice. Mr. Maheu serves as Executive
Vice President--North American Operations. His annual base salary under the
agreement is $125,000. The term of Mr. Maheu's employment agreement expires on
June 30, 2000 and is automatically renewable for successive one-year terms
unless terminated by either party 90 days prior to the scheduled renewal date.
Mr. Orensten serves as Executive Vice President--Global Intelligence and
Knowledge Management. His annual base salary under the agreement is $125,000.
The term of Mr. Orensten's employment agreement expires on June 30, 2000 and is
automatically renewable for successive one-year terms unless terminated by
either party 60 days prior to the scheduled renewal date.

Each of Messrs. Seidler, Maheu and Orensten is also eligible to participate
in Razorfish's bonus and profit-sharing programs. The agreements each also
contain customary provisions relating to assignment to Razorfish of proprietary
information developed during employment, the protection of confidential
information, and non-solicitation of Razorfish's employees or clients upon the
executive's termination of employment.

Executive Compensation

The table below summarizes information concerning the compensation paid by
Razorfish during 1998 to Razorfish's Chief Executive Officer and Razorfish's
four other most highly paid executive officers (collectively, the "Named
Executive Officers"):
<TABLE>
<CAPTION>
Annual Long-term
compensation compensation awards
------------------- -------------------
Securities
Name and principal position Salary Bonus underlying options
- --------------------------- -------- ------- -------------------
<S> <C> <C> <C>
Jeffrey A. Dachis...................... $104,000 $ 5,000 --
President, Chief Executive Officer and
Treasurer
Craig M. Kanarick...................... 104,000 5,000 --
Chief Scientist, Vice Chairman of the
Board and Secretary
Peter Seidler.......................... 112,500(1) 2,000 13,456(2)
Chief Creative Officer
Jean-Philippe Maheu.................... 125,000 13,500 --
Executive Vice President--North
American Operations
Evan Orensten.......................... 110,416(3) 16,000 --
Executive Vice President--Global
Intelligence and Knowledge Management
</TABLE>
- --------
(1) Mr. Seidler's annual salary was $100,000 from January 16, 1998 to April 30,
1998 when it was increased to $125,000.
(2) 13,456 of these options were granted to Mr. Seidler to satisfy obligations
of Razorfish with respect to a previous grant of options made to Mr.
Seidler.
(3) Mr. Orensten's annual salary was $100,000 from January 1, 1998 until August
1, 1998 when it was increased to $125,000.

93
<PAGE>

Option Grants in 1998 and 1999

The following table sets forth information regarding stock options granted
pursuant to the 1997 Stock Option Plan during 1998 and 1999 to each of the
Named Executive Officers.

<TABLE>
<CAPTION>
Percent of Potential realized value
granted at assumed annual rates
Number of securities total Individual of stock price appreciation
underlying options granted Grants Exercise for option term
options to employees or base price Expiration -----------------------------
Name granted in fiscal 1998 (per share) Date 5% 10%
- ---- ---------- ---------------- --------------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey A. Dachis....... -- -- % $ -- -- $ -- $ --
Craig M. Kanarick....... -- -- -- -- -- --
Peter Seidler........... 500,000 53.4 1.00 04/30/08 1,373,229 2,482,804
13,456 2.9 10.00 11/26/08 (84,148) (54,287)
Jean-Philippe Maheu..... -- -- -- -- -- --
Evan Orensten........... -- -- -- -- -- --
</TABLE>

Of the options granted to Mr. Seidler, 13,456 were granted to satisfy an
obligation of Razorfish with respect to a previous grant made to Mr. Seidler.
In addition, the exercise price of the 500,000 options was subsequently
determined to be below the fair market value of the common stock on the date of
grant. Accordingly, Razorfish recorded a compensation charge of $1.8 million in
1998. See "Razorfish Management's Discussion and Analysis of Financial
Condition and Results of Operations." Razorfish granted an additional bonus in
the form of stock options under the 1997 Stock Option Plan to each Named
Executive Officer on April 26, 1999. Messrs. Seidler, Maheu and Orensten
received options to purchase 2,500, 5,000 and 5,000 shares of common stock,
respectively, exercisable at $16.00 per share.

On August 10, 1999, Razorfish granted an additional bonus in the form of
options under the 1999 Stock Incentive Plan to purchase stock at fair market
value. Messrs. Dachis, Kanarick, Orensten, Maheu and Seidler received options
to purchase 50,000, 50,000, 10,000, 30,000 and 5,000 shares of common stock,
respectively, each at an exercise price of $25, which was the closing price on
the date of grant.

The values set forth in the last two columns of the table set forth above
represent the gain that Mr. Seidler would realize assuming that (1) he
exercises all of the options granted at the end of their respective terms and
(2) the value of a share of Razorfish's common stock has increased annually by
a rate of 5% and 10% during the term of the option. These growth rates are
prescribed by the Securities and Exchange Commission. By including these values
in this joint proxy statement/prospectus, Razorfish does not intend to forecast
the possible appreciation of its common stock or to establish a present value
of these options. In addition, Mr. Seidler will not realize any gain unless
there is an increase in Razorfish's stock price.

Aggregated Option Exercises In Fiscal 1998 And Fiscal Year-End Option Values

The following table sets forth information concerning the value of
unexercised in-the-money options held by the Named Executive Officers as of
December 31, 1998.

<TABLE>
<CAPTION>
Number of securities
underlying unexercised Value of unexercised in
options at fiscal year- the money options at
Shares end fiscal year-end
acquired on Value ------------------------- -------------------------
Name exercise(1) realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey A. Dachis....... -- $ -- 16,667 33,333 $ 60,001 $119,999
Craig M. Kanarick....... -- -- 16,667 33,333 60,001 119,999
Peter Seidler........... 500,000 1,800,000 13,456 -- (72,662)
Jean-Philippe Maheu..... 33,334 120,002 9,597 52,525 34,549 189,090
Evan Orensten........... 33,334 120,002 8,334 50,000 30,002 180,000
</TABLE>

94
<PAGE>

- --------
(1) The value realized by Messrs. Seidler, Maheu and Orensten upon the exercise
of these options represents the aggregate amount of the difference between
the fair market value for a share of common stock on the date of exercise,
$4.60 per share, and the exercise price of such options, $1.00 per share.

There was no public trading market for the common stock at December 31,
1998. Accordingly, these values of exercisable and unexercisable in-the-money
options have been calculated on the basis of the fair market value of the
common stock at December 31, 1998 ($4.60 per share) as determined by an
independent third-party valuation, less the applicable exercise price per
share, multiplied by the number of shares underlying such options.

The table below sets forth what the value of unexercised in-the-money
options at December 31, 1998 would have been for each Named Executive Officer
assuming that the fair market value of Razorfish's common stock was $16.00, the
public offering price of the shares in Razorfish's initial public offering, on
the date of exercise.

<TABLE>
<CAPTION>
Value of unexercised
in-the-money options at
fiscal year-end
-------------------------
Name Exercisable Unexercisable
- ---- ----------- -------------
<S> <C> <C>
Jeffrey A. Dachis..................................... $250,005 $499,995
Craig M. Kanarick..................................... 250,005 499,995
Peter Seidler......................................... 80,736 --
Jean-Philippe Maheu................................... 143,955 787,875
Evan Orensten......................................... 125,010 750,000
</TABLE>

1997 Stock Option Plan

General. On February 24, 1997, Razorfish's board of directors adopted and
its stockholders approved the 1997 Stock Option Plan. The 1997 Stock Option
Plan provides for the issuance of a total of up to 1,172,548 shares of common
stock. Generally, shares subject to an award that remain unissued upon
expiration or cancellation of the award are available for other awards under
the 1997 Stock Option Plan.

Awards under the 1997 Stock Option Plan. Awards under the 1997 Stock Option
Plan may be made in the form of the following:

. incentive stock options;

. non-qualified stock options;

. restricted stock; or

. any combination thereof.

Awards may be granted to such directors, employees and consultants of
Razorfish (collectively, "Key Persons") as the board of directors or the
Compensation Committee of the board of directors shall in its discretion
select. Only employees of Razorfish are eligible to receive grants of incentive
stock options.

Administration. The 1997 Stock Option Plan is administered by the
Compensation Committee. The Compensation Committee is authorized to construe,
interpret and implement the provisions of the 1997 Stock Option Plan, to select
the Key Persons to whom awards will be granted, to determine the terms and
provisions of awards and, with the consent of the grantee, to cancel and re-
grant outstanding awards. The determinations of the Compensation Committee are
made in its sole discretion and are conclusive.

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<PAGE>

Grants under the 1997 Stock Option Plan

Options. The Compensation Committee determines the terms and conditions of
each option. The corporate committee establishes the purchase price per share
payable upon the exercise of an option. In the case of an incentive stock
option, the option exercise price must be equal to at least 100% of the fair
market value of a share of the common stock on the date of grant. The option
exercise price is payable in cash, by surrender of shares of common stock
having a fair market value on the date of the exercise equal to part or all of
the option exercise price, or by a combination of cash and shares of common
stock, as the Compensation Committee may determine.

As of August 31, 1999, there are options outstanding to purchase an
aggregate of 680,104 shares of common stock of which 338,573 are currently
exercisable. Of these options, 443,953 were granted at an exercise price less
than the fair market value of the common stock on the date of grant and 236,151
were granted at an exercise price equal to or in excess of the fair market
value of the common stock on the date of grant. The weighted average exercise
price and remaining contractual life of the outstanding options are $5.58 and
8.4 years.

Restricted stock. The Compensation Committee may grant restricted shares of
common stock to key employees, in the amounts and subject to terms and
conditions as the Compensation Committee determines in its discretion. These
terms and conditions may be related to performance goals and other conditions.
The restricted period for an award of restricted stock may not exceed five
years. The Compensation Committee may require that the certificates for the
shares of common stock covered by a restricted stock award remain in the
possession of a bank, other institution or Razorfish until the shares are free
from restrictions. Subject to all applicable restrictions, the grantee has the
rights of a stockholder with respect to the restricted stock, provided that all
stock dividends, stock rights and stock issued upon split-ups or
reclassification shall be subject to the same restrictions as the restricted
shares to which such dividends, rights and stock relate.

In February 1997, Razorfish issued an aggregate of 65,911 shares of common
stock under the 1997 Stock Option Plan to seven employees under the terms of
stock grant agreements entered into between Razorfish and each such employee.
These shares vested 100% on the date of grant. These shares were issued to each
employee in consideration for services rendered to Razorfish by such employee.
Each stock grant agreement also requires the employee to enter into a stock
restriction agreement with Razorfish. Each stock restriction agreement provides
that the holder of the shares of common stock will not sell, assign, pledge or
otherwise transfer the shares without the written consent of Razorfish. In the
event that the holder desires to transfer all or any portion of the shares or
upon the occurrence of specified events, Razorfish has a right of first refusal
to purchase such shares at fair market value as determined by the board of
directors. Each stock restriction agreement terminates upon the cessation of
Razorfish's business, the bankruptcy, receivership or dissolution of Razorfish
or by the agreement of the parties.

Termination Of Employment Or Service

Options. In general, the option agreements entered into under to the 1997
Stock Option Plan provide that: (1) on termination of the grantee's employment
or service by reason of discharge other than for death or permanent and total
disability, all options not yet exercised will terminate; and (2) if a grantee
dies or becomes permanently and totally disabled while in Razorfish's employ or
service, the grantee's options will become exercisable as to all of the shares
underlying such options and generally remain exercisable for one year after the
date of such termination, but not after the expiration date of the award.

Restricted stock. If a grantee's employment or service terminates for any
reason or if any condition established by the Compensation Committee with
respect to such restricted shares shall not have occurred prior to the end of
the restricted period, the restricted shares are forfeited to Razorfish, and
the holder loses any rights to the shares.

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Other Features Of The 1997 Stock Option Plan

The Compensation Committee may, without stockholder approval, suspend,
discontinue, revise or amend the 1997 Stock Option Plan at any time or from
time to time; provided, however, that stockholder approval shall be obtained
for any amendment that does the following:

. increases the number of shares available for issuances (subject to
exceptions);

. changes who is eligible to receive awards under the 1997 Stock Option
Plan; or

. materially increases the benefits accruing to Key Persons.

Unless sooner terminated by the Compensation Committee, the provisions of
the 1997 Stock Option Plan with respect to the grant of incentive stock options
terminate on the tenth anniversary of the adoption of the 1997 Stock Option
Plan by the board of directors. All awards made under the 1997 Stock Option
Plan prior to its termination remain in effect until they are satisfied or
terminated. In the event of a stock dividend, stock split, recapitalization or
the like, to the extent it deems necessary, the Compensation Committee will
equitably adjust the aggregate number of shares subject to the 1997 Stock
Option Plan. No provision is made in the 1997 Stock Option Plan for the
adjustment of outstanding awards.

Tax Consequences

The following description of the tax consequences of awards under the 1997
Stock Option Plan is based on present Federal tax laws, and does not purport to
be a complete description of the tax consequences of the 1997 Stock Option
Plan.

There are generally no Federal tax consequences either to the optionee or to
Razorfish upon the grant of an Option. On the exercise of an incentive stock
option, the optionee will not recognize any income, and Razorfish will not be
entitled to a deduction for tax purposes, although the exercise may give rise
to liability for the optionee under the alternative minimum tax provisions of
the Internal Revenue Code of 1986, as amended (the "Code"). However, if the
optionee disposes of shares acquired on the exercise of an incentive stock
option within two years of the date of grant, or one year of the date of
exercise, the optionee will recognize ordinary income, and Razorfish will be
entitled to a deduction for tax purposes in the amount of the excess of the
fair market value of the shares of common stock on the date of exercise over
the Option Exercise Price (or the gain on sale, if less). The remainder of any
gain, and any loss, to the optionee will be treated as capital gain or loss. If
the shares are disposed of after the foregoing holding periods are met,
Razorfish will not be entitled to any deduction, and the entire gain or loss
will be treated as a capital gain or loss to the optionee. On exercise of a
non-qualified stock option, the amount by which the fair market value of common
stock on the date of exercise exceeds the Option Exercise Price will generally
be taxable to the optionee as ordinary income and will generally be deductible
for tax purposes by Razorfish. The disposition of shares upon exercise of a
non-qualified option will generally result in capital gain or loss to the
optionee but will have no tax consequences to Razorfish.

An award of restricted shares of common stock generally will not result in
income for the grantee or in a tax deduction for Razorfish until such time as
the shares are no longer subject to forfeiture unless the grantee elects
otherwise. At that time, the grantee generally will recognize ordinary income
equal to the fair market value of the shares less any amount paid for them, and
Razorfish generally will be entitled to a tax deduction in the same amount.

Limitations On Razorfish's Compensation Deduction

Section 162(m) of the Code limits the deduction which Razorfish may take for
otherwise deductible compensation payable to certain executive officers to the
extent that compensation paid to such officers for a year exceeds $1.0 million,
unless the compensation meets requirements of the Code. Although Razorfish
believes that compensation realized from options that have been granted under
the 1997 Stock Option Plan

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generally will satisfy the requirements of Section 162(m) of the Code, these
awards may not satisfy those requirements. The deduction for compensation
resulting from a restricted stock award will be subject to the limitation
imposed by Code Section 162(m).

1999 Stock Incentive Plan

General. In March 1999, Razorfish's board of directors adopted and the
stockholders approved the 1999 Stock Incentive Plan. The 1999 Stock Incentive
Plan provides for the issuance of a total of up to 922,327 shares of common
stock. Generally, shares subject to an award that remain unissued upon
expiration, cancellation, settlement or forfeiture of the award are available
for other awards under the 1999 Stock Incentive Plan.

Awards under the 1999 Stock Incentive Plan. Awards under the 1999 Stock
Incentive Plan may be made in the form of:

. incentive stock options;

. non-qualified stock options;

. stock appreciation rights;

. dividend equivalent rights;

. restricted stock;

. performance units;

. performance shares; or

. any combination thereof.

Awards may be granted to the employees, directors and executive officers as
the Compensation Committee selects. Only employees of Razorfish are eligible to
receive grants of incentive stock options. Each award is evidenced by an award
agreement entered into by Razorfish and the grantee. The Compensation Committee
determines the terms and provisions of each award granted under the 1999 Stock
Incentive Plan, including the vesting schedule, repurchase provisions, rights
of first refusal, forfeiture provisions, form of payment, payment contingencies
and satisfaction of any performance criteria. The performance criteria
established by the Compensation Committee may be based on any one, or any
combination of, the following:

. increase in share price;

. earnings per share;

. total stockholders' return;

. net operating income;

. personal management objectives; and

. any other measure of performance selected by the Compensation Committee.

Administration. The 1999 Stock Incentive Plan is administered by the
Compensation Committee. The Compensation Committee is authorized to construe,
interpret and implement the provisions of the 1999 Stock Incentive Plan, to
select the persons who receive awards, to determine the terms and provisions of
awards and, with the consent of the grantee, to amend the terms of any
outstanding award. The determinations of the Compensation Committee are made in
its sole discretion and are conclusive.

Grants under the 1999 Stock Incentive Plan

Awards. The Compensation Committee determines the terms and conditions of
each award. The exercise price of an Option is established by the Compensation
Committee, and, in the case of an incentive stock option

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the exercise price must equal at least 100% of the fair market value of a share
of the common stock on the date of grant. The exercise price is payable in
cash, check, by delivery of grantee's promissory note by surrender of shares of
common stock having a fair market value on the date of the exercise equal to
the Option Exercise Price, by the sale of the shares through a broker-dealer or
by any combination of the foregoing methods of payment, as the Compensation
Committee may determine.

Termination Of Employment Or Service

Awards. Upon the termination of a grantee's service with Razorfish or any of
its subsidiaries, as the case may be, an award granted pursuant to the 1999
Stock Incentive Plan may be exercised to the extent provided in the award
agreement.

Other Features Of The 1999 Stock Incentive Plan

The board of directors may, without stockholder approval, amend, suspend or
terminate the 1999 Stock Incentive Plan at any time or from time to time;
unless stockholders approval is required by law or the amendment, suspension or
termination affects awards that have already been granted. Unless sooner
terminated by the board of directors, the provisions of the 1999 Stock
Incentive Plan terminate on the tenth anniversary of the adoption of the 1999
Stock Incentive Plan by the board of directors. All awards made under the 1999
Stock Incentive Plan prior to its termination remain in effect until they are
satisfied or terminated. Subject to any action that may be required by the
stockholders of Razorfish, the Compensation Committee may, in its discretion,
proportionately adjust the number and price of outstanding awards, and the
number of shares authorized for issuance under the 1999 Stock Incentive Plan,
in the event of a stock dividend, stock split, recapitalization or other
corporate action having a similar effect on the capitalization of Razorfish. In
the event of a Change in Control, Corporate Transaction or Related Entity
Disposition (as defined in the 1999 Stock Incentive Plan), the Compensation
Committee has the authority to accelerate the vesting schedule of, release from
restrictions on transfer of and terminate repurchase or forfeiture rights with
respect to any outstanding award. The Compensation Committee may establish
programs that provide for the exchange of awards for one or more other types of
awards by grantees and the grant of types of awards to one or more classes of
grantees. In addition, the Compensation Committee may at any time offer to buy
out for cash or shares of common stock any outstanding award.

Tax consequences. The following description of the tax consequences of
awards under the 1999 Stock Incentive Plan is based on present Federal tax
laws, and does not purport to be a complete description of the tax consequences
of the 1999 Stock Incentive Plan.

The tax consequences of Options and restricted stock granted under the 1999
Stock Incentive Plan will generally be the same as the tax consequences of
Options and restricted stock granted under the 1997 Stock Option Plan. In the
case of a stock appreciation right, upon exercise of such right the holder will
be taxed at ordinary income rates on the amount of cash and the fair market
value of the other property received. Subject to the limitation described
below, Razorfish will be entitled to a deduction at the same time and in the
same amount as the holder has income. The tax consequences of other kinds of
awards will depend on the particular terms and conditions of such awards. In
general, in case of other awards, it is anticipated that those awards will
result in ordinary income to the recipient and a deduction to Razorfish;
however, the amount and timing of that income and any related deduction will
depend on the conditions of the award.

Limitations on Razorfish's compensation deduction. Although it is
anticipated that some awards under the 1999 Stock Incentive Plan will, pursuant
to Section 162(m) of the Code, meet the requirements to avoid a limit on
deductibility, no assurances can be given that all awards will meet such
requirements. Specifically, awards of restricted stock will be subject to the
limitation on deductibility imposed by Section 162(m) of the Code. The proposed
amendment to the Stock Incentive Plan that limits to 500,000 the number of
options and stock appreciation rights that may be granted to an employee in any
one fiscal year of Razorfish ensures compliance under the requirements of Code
Section 162(m) for compensation attributable to the 1999 Stock Incentive Plan
intended to qualify as deductible performance-based compensation.

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PRINCIPAL STOCKHOLDERS OF RAZORFISH

The following table sets forth information regarding the beneficial
ownership of common stock as of September 16, 1999 by each of the following:

. each person (or group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) known by Razorfish to own beneficially
5% or more of the common stock;

. Razorfish's directors and Named Executive Officers; and

. all directors and executive officers of Razorfish as a group.

As used in this table, "beneficial ownership" means the sole or shared power
to vote or direct the voting or to dispose or direct the disposition of any
security. A person is considered the beneficial owner of securities that can be
acquired within 60 days from the date of this joint proxy statement/prospectus
through the exercise of any option, warrant or right. Shares of common stock
subject to options, warrants or rights which are currently exercisable or
exercisable within 60 days are considered outstanding for computing the
ownership percentage of the person holding such options, warrants or rights,
but are not considered outstanding for computing the ownership percentage of
any other person. The amounts and percentages are based upon 25,334,249 shares
of common stock outstanding as of September 16, 1999, and 43,019,359 shares of
common stock outstanding immediately following the closing of the merger.

Although listed in the table below, Messrs. Bystedt, Svensson and Wren do
not own directly any shares of common stock. They are listed due to their
affiliation with Spray Ventures, in the case of Messrs. Bystedt and Svensson,
and Communicade, in the case of Mr. Wren, both of which are direct holders of
common stock. See notes 4, 5 and 7 to the table.

<TABLE>
<CAPTION>
Number of shares Number of Shares
Name and address of of Common Stock Percentage of Common Stock Percentage
beneficial owners(1) Prior to Merger owned After The Merger owned
-------------------- ---------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C>
Spray Ventures AB(2).... 7,904,827 31.2% 7,904,827 18.4%
Nybrogatan 55
114 85 Stockholm,
Sweden
Per I.G. Bystedt(2)(3).. 7,904,827(4) 31.2 7,904,827 18.4
Jonas S.A. 7,904,827(4) 31.2 7,904,827 18.4
Svensson(2)(3).........
Omnicom Group, Inc.(5).. 7,958,333(6) 31.4 7,958,333 18.5
c/o Communicade Inc.
437 Madison Avenue
New York, New York
10022
John Wren............... 7,958,333(7) 31.4 7,958,333 18.5
Jeffrey A. Dachis....... 2,326,130(8) 9.2 2,326,130 5.4
Craig M. Kanarick....... 2,326,130(9) 9.2 2,326,130 5.4
Peter Seidler........... 479,164(10) 1.9 479,164 1.1
Jean-Philippe Maheu..... 64,598(11) * 64,598 *
Evan Orensten........... 63,335(12) * 63,335 *
Carter F. Bales......... 7,000 * 7,000 *
Kjell A. Nordstrom...... 7,000 * 7,000 *
All directors and 21,171,568(13) 83.2 21,171,568(13) 49.2
executive officers as a
group..................
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise noted, the address of each of the persons listed is 107
Grand Street, 3rd Floor, New York, New York 10013.
(2) Per Bystedt, Jonas Svensson, Thomas Randerz and Johan Ihrfelt, each of whom
is an officer or director of Razorfish, collectively own more than 50% of
the outstanding voting stock of Spray Ventures AB. There is no agreement
among these individuals as to the voting of their shares of Spray Ventures.
Spray Ventures is a publicly held company in Sweden. In February 1999, the
board of directors of Spray Ventures approved the issuance of warrants to
purchase shares of Razorfish Class A common stock owned by Spray Ventures
to approximately 200 stockholders including Messrs. Bystedt, Svensson,
Ihrfelt and Randerz, officers of Razorfish. Each Spray Ventures'
stockholder received one warrant for each common share of Spray Ventures
owned by such stockholder. Each warrant gives the holder the right to
purchase four shares of

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Razorfish Class A common stock at a per share purchase price of SEK 63
($7.70 based upon the September 9, 1999 exchange rate of
SEK 8.1310 = $1.00). The board of directors of Spray Ventures has issued
an aggregate of 472,738 warrants to purchase an aggregate of 1,890,952
shares of common stock. The warrant holders are entitled to exercise the
warrants during the period commencing on October 22, 1999 and ending on
November 22, 1999. If all such warrants are exercised in full, the number of
shares beneficially owned by Spray Ventures and Messrs. Bystedt and
Svensson, after giving effect to this offering, would be 6,013,875 (23.7%
pre-merger and 14.0% post-merger), 6,013,875 (23.7% pre-merger and 14.0%
post-merger) and 6,013,875 (23.7% pre-merger and 14.0% post-merger),
respectively.
(3) The principal business address of Messrs. Bystedt and Svensson is c/o
Razorfish AB, Nybrogaten 55, Stockholm 11485, Sweden.
(4) Represents shares of common stock beneficially held by Spray Ventures.
Messrs. Bystedt and Svensson are members of the board and stockholders of
Spray Ventures. However, none of Messrs. Bystedt or Svensson or any other
member of the board of Spray Ventures, acting alone, has voting or
investment power with respect to Razorfish's common stock directly or
indirectly beneficially owned by Spray Ventures and, as a result, each of
Messrs. Bystedt and Svensson disclaim beneficial ownership of these shares.
Spray Ventures is a publicly held company in Sweden.
(5) The stockholder of record is Communicade, a wholly owned subsidiary of
Omnicom. Omnicom is a publicly held company. John Wren, a director of
Razorfish, is also an executive officer and a director of Omnicom. However,
Mr. Wren, acting alone, has no voting or investment power with respect to
the Razorfish Class A common stock held by Communicade.
(6) Includes (a) 2,345,160 shares acquired in connection with the Spray
acquisition and (b) 1,976,810 shares acquired upon the exercise of the 10%
option.
(7) Represents shares of common stock beneficially held by Communicade. Mr.
Wren is an executive officer and a director of Omnicom, the parent company
of Communicade. However, neither Mr. Wren nor any other officer or director
of Omnicom, acting alone, has voting or investment power with respect to
the Razorfish Class A common stock directly or indirectly beneficially
owned by Omnicom and, as a result, Mr. Wren disclaims beneficial ownership
of these shares.
(8) Includes 33,334 shares of common stock subject to options that are
currently exercisable by Mr. Dachis.
(9) Includes 33,334 shares of common stock subject to options that are
currently exercisable by Mr. Kanarick.
(10) Includes 15,956 shares of common stock subject to options that are
currently exercisable by Mr. Seidler. Although he is a Named Executive
Officer of Razorfish based on fiscal 1998 compensation, Mr. Seidler will
not be an executive officer upon consummation of the merger.
(11) Includes 5,000 shares of common stock subject to options that are
currently exercisable by Mr. Maheu.

(12) Includes 4,687 shares of common stock subject to options that are
currently exercisable by Mr. Orensten. Although he is a Named Executive
Officer of Razorfish based on fiscal 1998 compensation, Mr. Orensten will
not be an executive officer upon consummation of the merger.

(13) Includes (a) an aggregate of 91,688 shares of common stock subject to
options that are held by the directors and executive officers and are
currently exercisable or exercisable within 60 days of September 16, 1999,
(b) shares held by Communicade, the beneficial ownership of which is
attributed to but disclaimed by Mr. Wren, and (c) shares held by Spray
Ventures, the beneficial ownership of which is attributed to but
disclaimed by Messrs. Bystedt and Svensson.

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CERTAIN TRANSACTIONS OF RAZORFISH

Transactions with Omnicom

In September 1996, Razorfish, Communicade, formerly known as JWL Associates
Corp., and Messrs. Dachis and Kanarick, officers and directors of Razorfish,
entered into the Shareholders Agreement, which remained in effect until the
closing of the Spray acquisition. Pursuant to the terms of the agreement,
Omnicom agreed that, as long as it was a stockholder of Razorfish, it would
provide Razorfish with a $2.0 million working capital line of credit and an
acquisition line of credit to be used for the purchase of "new media"
companies.

In connection with the Spray acquisition, Razorfish, Communicade, Spray
Ventures and Messrs. Dachis and Kanarick entered into the Stockholders
Agreement which terminated upon the closing of Razorfish's initial public
offering. Pursuant to the terms of the Stockholders Agreement, Communicade
provided the working capital line of credit and the acquisition line of credit
to Razorfish on the same terms and conditions as were set forth in the
Shareholders Agreement. With the termination of the Stockholders Agreement the
line of credit also terminated.

Razorfish repaid all outstanding amounts borrowed under the working capital
line of credit in February 1999 with the proceeds from the exercise of the 10%
option granted by Razorfish to Communicade in connection with the acquisition
of Spray. The first $1.0 million of principal amount outstanding bore no
interest and additional amounts bore interest at a rate set from time to time
by Omnicom. At the time Razorfish repaid this debt, there was a total of $1.3
million outstanding, and the applicable interest rate was 5.95%. The working
capital line of credit was secured by a first priority lien on Razorfish's
assets. This lien was released at the time of repayment. This line of credit
terminated upon the closing of Razorfish's initial public offering.

Razorfish repaid all outstanding amounts under the acquisition line of
credit on April 29, 1999, with the proceeds of the initial public offering. At
the time Razorfish repaid this debt, there was a total of $4.0 million
outstanding and the applicable interest rate was 5.95%.

Communicade was granted the 10% option in January of 1999 under the
Stockholders Agreement. The option had an exercise price of 80% of the price
per share in the Razorfish initial public offering. In January 1999, before the
initial public offering, Communicade exercised the 10% option and purchased
1,976,810 shares of common stock. At the time of exercise Communicade paid $8
per share, or a total of $15.8 million, which was 80% of an assumed offering
price in the initial public offering of $10 per share. Razorfish has valued the
option at the date of exercise and has recorded additional purchase price for
the Spray acquisition of $6,325,792 as a pro forma adjustment to goodwill.
After the option was exercised, the purchase price for the shares issued under
the 10% option was increased to reflect the actual offering price of $16.00 per
share in the initial public offering. Accordingly, at the initial public
offering Communicade paid an additional $9,488,692 for the shares, the
difference between the amount initially paid by Communicade based on the
estimated initial public offering price and the amount payable based on the
actual offering price. See "Razorfish Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and capital
resources."

Simultaneously with the Spray acquisition, Messrs. Dachis and Kanarick each
transferred an additional 363,636 shares of common stock, representing a total
of 4% of the issued and outstanding shares of common stock on the date of
transfer, to Communicade in exchange for $1.5 million in cash.

Transactions With Spray Executives

In June 1997, Per Bystedt, an officer and a director of Razorfish, and Spray
entered into a convertible debt agreement pursuant to which Mr. Bystedt loaned
Spray approximately SEK 1.5 million ($0.2 million based upon the June 30, 1997
exchange rate of SEK 7.7273 = $1.00). This loan was due on December 31, 1997
and bore interest at 2.0% per annum. Prior to the maturity date of this loan,
Mr. Bystedt exercised his conversion

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<PAGE>

rights pursuant to the agreement and acquired 56 shares of common stock of
Spray with a per share value of approximately $3,000.

In September 1997, Spray executed a demand note in favor of Mr. Bystedt for
the aggregate principal amount of SEK 1.0 million ($0.1 million based upon the
September 30, 1997 exchange rate of SEK 7.5680 = $1.00). This note bore
interest at a rate of 9.25% and was repaid in 1998. In addition, prior to 1998,
Spray Ventures periodically made advances to Spray in an aggregate amount of
SEK 2.6 million ($0.3 million based upon an average rate for the year ended
December 31, 1997 of SEK 7.6854 = $1.00). These advances were forgiven by Spray
Ventures in 1998.

Razorfish Studios

Razorfish Studios produces and publishes on-line content, including art,
computer games, and literature, as well as screensavers, audio recordings,
books and films. Razorfish Studios also manages artists and provides management
consulting to artists. The majority of Razorfish Studios' common stock is owned
by Communicade and Messrs. Dachis and Kanarick, each of whom is a stockholder
of Razorfish. Michael S. Simon, an officer of Razorfish, is also a stockholder,
a director and President of Razorfish Studios. Mr. Dachis is the Chief
Executive Officer of Razorfish Studios, and Mr. Kanarick is Chairman of the
Board, Chief Creative Officer and Secretary of Razorfish Studios.

Razorfish Studios was formed in October 1997. Both prior to its formation,
and for a period of time after, part of the Razorfish Studios business was
operated as a division of Razorfish. In October 1997, Razorfish assigned to
Razorfish Studios all of its rights, title and interest in and to all of the
Razorfish Studios digital media properties owned by Razorfish, including the
Razorfish Studios website and RSUB, The Razorfish Subnetwork, located at
www.rsub.com, and all content located in such websites.

In exchange for the use of its facilities, Razorfish allocates a portion of
its overhead to Razorfish Studios, based on the ratio of the number of
employees of Razorfish Studios to the number of employees of both Razorfish and
Razorfish Studios at Razorfish's facility. Historically, Razorfish made its
employees available to Razorfish Studios at a single discounted rate which was
approximately 57% of the average billing rate for Razorfish employees.
Razorfish currently charges Razorfish Studios its full billing rates with no
discounts. In addition, Razorfish provides Razorfish Studios with funds to
cover operating expenses and salaries that are refunded by Razorfish Studios.
As of June 30, 1999, Razorfish Studios owed approximately $1,368,000 to
Razorfish for services rendered by Razorfish employees, overhead and other
advances made by Razorfish. Messrs. Dachis and Kanarick have unconditionally
guaranteed to pay this amount to Razorfish in the event of a default by
Razorfish Studios, pursuant to a guaranty entered into in December 1998.
Razorfish expects that future amounts owed by Razorfish Studios will also be
guaranteed by Messrs. Dachis and Kanarick.

Razorfish Studios currently has ten employees. These employees occasionally
perform work for Razorfish at the same hourly rate as is charged to Razorfish
Studios for the use of Razorfish employees. Razorfish Studios also sells
limited numbers of its products to Razorfish and its employees at a discounted
rate to the retail cost. Such products are used by Razorfish primarily as
promotional items for its clients.

Razorfish licenses the "Razorfish" trademark and design logo to Razorfish
Studios pursuant to a trademark license agreement on a royalty-free basis. The
trademark license contains customary provisions giving Razorfish the ability to
control the use of the Razorfish trademark by Razorfish Studios. Because the
"Razorfish" trademark and design logo are licensed to Razorfish Studios,
Razorfish's name and reputation could still be materially and adversely
affected by content published or actions taken by Razorfish Studios.

In August 1999, Razorfish entered into a Convertible Note Purchase Agreement
with Razorfish Studios pursuant to which Razorfish purchased from Razorfish
Studios a convertible promissory note in the principal amount of $2,250,000.
The note matures on the earlier of (A) August 2, 2002, or (B) the date of
closing of Razorfish Studios' first firm commitment underwritten public
offering pursuant to an effective Registration

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Statement under the Securities Act of 1933. Razorfish Studios has agreed to pay
interest on the unpaid principal at the rate of 6% per annum. At Razorfish's
option, the note may be converted into shares of Razorfish Studios common
stock, par value $.01, at the rate of one (1) share of Razorfish Studios common
stock for each $3.00 outstanding under the note at the time of Razorfish's
conversion request. Razorfish may convert all or part of the outstanding amount
of principal and interest due on the note. Messrs. Dachis and Kanarick have
personally guaranteed repayment of the note.

Registration Rights Agreement

Razorfish and Communicade have entered into a registration rights agreement
pursuant to which, subject to limitations, Communicade has rights to require
Razorfish to register under the Securities Act the shares of common stock owned
by Communicade. The registration rights agreement provides for five "demand"
and unlimited "piggyback" registration rights that will be exercisable by
Communicade. Communicade will pay for any expenses incurred in connection with
a demand registration and for incremental expenses for piggyback registrations,
including underwriting discounts and commissions attributable to the shares of
common stock sold by Communicade for both types of registrations.

Other Transactions

In December 1998, Messrs. Dachis and Kanarick, officers of Razorfish, sold
500,000 shares of common stock to Razorfish for an aggregate purchase price of
$500,000. The purchase price was paid in full in March 1999. Messrs. Dachis and
Kanarick sold these shares of common stock to Razorfish so that Razorfish could
satisfy its obligations to Mr. Seidler arising under a stock option agreement
entered into by Razorfish and Mr. Seidler. The 500,000 purchased shares were
issued out of treasury to Mr. Seidler in connection with the exercise in
December 1998 of options held by him at an exercise price of $1.00 per share.
See "Management of Razorfish following the Merger--Option grants in 1998 and
1999."

Simultaneously with the Spray acquisition, Communicade purchased 563 common
shares of Spray from Spray Ventures, representing 20% of the issued and
outstanding shares of Spray at the time of the transaction. In connection with
the Spray acquisition, all of these shares were exchanged for 1,976,810 shares
of common stock. Upon the closing of these two transactions, Communicade owned
a total of 5,617,887 shares of common stock.

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BUSINESS OF i-CUBE

i-Cube is an information technology, or IT, solutions provider specializing
in consulting, electronic business, and transformation services for the complex
IT environments inherent in the world's leading organizations. Since 1992, i-
Cube has helped clients leverage their current business processes and
technology infrastructure to create competitive advantage. i-Cube's solutions
are based on open standards and architectures that are independent of any
single vendor's hardware, software or middleware. Fusing strategy, design, and
technology, i-Cube implements complete solutions for the digital world. i-Cube
makes use of i-Structure, a set of methodologies and tools which embody "best"
practices in application development, project management, testing, and
deployment. Utilizing a fixed-time/fixed-price model and a unique client
teaming approach, i-Cube delivers solutions quickly, with full knowledge
transfer to the client.

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<PAGE>

PRINCIPAL STOCKHOLDERS OF i-CUBE

The following table sets forth information regarding the beneficial
ownership of common stock as of September 16, 1999 by each of the following:

. each person (or group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) known by i-Cube to own beneficially 5%
or more of the common Stock;

. i-Cube's directors and Named Executive Officers; and

.all directors and executive officers of i-Cube as a group.

As used in this table, "beneficial ownership" means the sole or shared power
to vote or direct the voting or to dispose or direct the disposition of any
security. A person is considered the beneficial owner of securities that can be
acquired within 60 days from the date of this joint proxy statement/prospectus
through the exercise of any option, warrant or right. Shares of common stock
subject to options, warrants or rights which are currently exercisable or
exercisable within 60 days are considered outstanding for computing the
ownership percentage of the person holding such options, warrants or rights,
but are not considered outstanding for computing the ownership percentage of
any other person. The amounts and percentages are based upon 20,211,554 shares
of common stock outstanding as of September 16, 1999, and 43,019,359 shares of
Razorfish common stock outstanding immediately following the closing of the
merger.

PRINCIPAL STOCKHOLDERS OF i-CUBE

<TABLE>
<CAPTION>
Number of shares Number of shares
of i-Cube Percentage of Razorfish Percentage
Name and address of Common Stock owned of Common Stock Owned of
beneficial owners (1) Prior to Merger i-Cube After the Merger Razorfish
- ------------------------ ---------------- ---------- ---------------- -----------
<S> <C> <C> <C> <C>
Sundar Subramaniam 4,702,025 23.3% 4,114,271 9.6%
219 Vassar Street
Cambridge, MA 02139...
Madhav Anand............ 1,762,500(2) 8.7% 1,542,187 3.6%
Yannis Doganis.......... 1,576,200 7.8% 1,379,175 3.2%
Edouard Aslanian........ 1,557,500(3) 7.7% 1,362,812 3.2%
Michael Pehl............ 1,491,500(4) 6.9% 1,305,062 2.9%
Christopher Mathias..... 1,344,649(5) 6.7% 1,176,567 2.7%
Lawrence P. Begley...... 585,000(6) 2.8% 511,875 1.2%
Jane Callanan........... 171,873(7) * 150,388 *
Gregory S. Young........ 153,127(8) * 133,986 *
James K. McCann......... 130,622(9) * 114,294 *
Joseph M. Tucci......... 87,814(10) * 76,837 *
Maria Cirino............ 62,500(11) * 54,687 *
Thomas J. Meredith...... 47,500(12) * 41,562 *
Patrick J. Zilvitis..... 19,750(13) * 17,281 *
John A. Young........... 10,314(14) * 9,024 *
All directors and
affiliates as a group.. 13,702,874(15) 59.7% 11,990,008 26.4%
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise noted, the address of each of the persons listed is 101
Main Street, Cambridge, MA 02142.

(2) Includes an aggregate of 150,000 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.
(3) Includes certain shares held by a family limited partnership controlled by
Mr. Aslanian.

(4) Includes an aggregate of 1,202,751 options that are currently exercisable
or exercisable within 60 days of September 16, 1999 and 288,749 options
that will automatically vest on the closing of the merger.
(5) Includes certain shares held by a trust of which Mr. Mathias is a
beneficiary.

(6) Includes an aggregate of 438,750 options that are currently exercisable or
exercisable within 60 days of September 16, 1999 and 146,250 options that
will automatically vest on the closing of the merger.

106
<PAGE>

(7) Includes an aggregate of 156,873 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(8) Includes an aggregate of 80,627 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(9) Includes an aggregate of 130,622 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(10) Includes an aggregate of 47,814 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(11) Includes an aggregate of 62,500 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(12) Includes an aggregate of 7,500 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(13) Includes an aggregate of 18,750 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(14) Includes an aggregate of 10,314 options that are currently exercisable or
exercisable within 60 days of September 16, 1999.

(15) Includes an aggregate of 2,306,501 options that are currently exercisable
or exercisable within 60 days of September 16, 1999 and 434,999 options
that will automatically vest on the closing of the merger.

107
<PAGE>

UNAUDITED PRO FORMA POOLED FINANCIAL INFORMATION

Financial Statements

The following unaudited pro forma pooled financial statements have been
prepared to give effect to the merger, using the pooling of interests method of
accounting.

The unaudited pro forma pooled financial statements reflect assumptions
deemed probable by management regarding the merger. For example, the share
information used in the unaudited pro forma information approximates actual
share information at the Effective Time. No adjustments to the unaudited pro
forma pooled financial information have been made to account for different
possible results in connection with the foregoing, as management believes that
the impact on such information by the varying outcomes, individually or in the
aggregate, would not be material.

For purposes of the unaudited pro forma pooled statements of operations for
the periods presented, i-Cube's consolidated statements of operations for the
fiscal years ended December 31, 1996, 1997 and 1998 have been combined with
Razorfish's consolidated statements of operations for each of the fiscal years
ended December 31, 1996, 1997 and 1998, respectively. Additionally, for
purposes of the pro forma pooled statements of operations, i-Cube's
consolidated statements of operations for the six month periods ended June 30,
1998 and 1999 have been combined with Razorfish's consolidated statements of
operations for the six month periods ended June 30, 1998 and 1999,
respectively.

Razorfish and i-Cube estimate they will incur combined aggregate direct
transaction costs of approximately $13.75 million associated with the merger,
consisting of transaction fees for investment bankers, attorneys, accountants,
and other related costs. These nonrecurring transaction costs will be charged
to operations upon consummation of the merger. An estimate for these charges
has been reflected in the pro forma pooled balance sheet. There can be no
assurance that the combined company will not incur additional charges in excess
of $13.75 million to reflect costs associated with the merger, or that
management will be successful in its efforts to integrate the operations of the
two companies.

The unaudited pro forma pooled financial information is presented in this
joint proxy statement/prospectus for illustrative purposes only and is not
necessarily indicative of the financial position or results of operations that
would have actually been reported had the merger occurred at the beginning of
the periods presented, or as of June 30, 1999, as the case may be, nor is it
necessarily indicative of the financial position or results of operations of
the merged company in the future. Such unaudited pro forma pooled financial
statements are based upon the respective historical consolidated financial
statements of Razorfish and i-Cube included elsewhere in this joint proxy
statement/prospectus or incorporated in it by reference, and do not
incorporate, nor do they assume, any benefits from cost savings or synergies
that the combined company may realize after the merger.

108
<PAGE>

UNAUDITED PRO FORMA POOLED BALANCE SHEET
June 30, 1999

<TABLE>
<CAPTION>
Pooled
Razorfish, Pooling Razorfish,
Inc. i-Cube Adjustments Inc.
---------- ------- ----------- ----------
(In thousands except share data)
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents......... $ 63,489 $36,422 $ -- $ 99,911
Short-term investments............ -- 3,067 -- 3,067
Accounts receivable, net.......... 8,882 12,290 -- 21,172
Unbilled charges.................. 4,284 4,282 -- 8,566
Prepaid expenses and other current
assets........................... 924 1,461 -- 2,385
Deferred tax assets............... 70 300 -- 370
Due from affiliates............... 2,336 -- -- 2,336
-------- ------- ------ --------
Total current assets.............. 79,985 57,822 -- 137,807

Property and equipment, net........ 4,074 6,395 -- 10,469
Intangibles, net................... 59,766 -- -- 59,766
Deferred tax assets................ 798 10,056 -- 10,854
Other assets....................... 957 1,326 -- 2,283
-------- ------- ------ --------
Total assets...................... $145,580 $75,599 $ -- $221,179
======== ======= ====== ========

Current Liabilities:
Accounts payable and accrued
expenses......................... $ 9,419 $10,202 $8,250(b) $ 27,871
Income taxes payable.............. 282 1,213 -- 1,495
Deferred rent..................... 105 -- -- 105
Advanced billings................. 904 2,747 -- 3,651
Current portion of capital lease
obligations...................... 44 -- -- 44
Current portion of long-term
obligations...................... -- 478 -- 478
Deferred tax liabilities.......... 1,424 -- -- 1,424
-------- ------- ------ --------
Total current liabilities......... 12,178 14,640 8,250 35,068

Long-term debt..................... -- 1,752 -- 1,752
Capital lease obligations.......... 163 -- -- 163
Minority interest.................. 26 -- -- 26
Other liabilities.................. 705 -- -- 705
-------- ------- ------ --------
Total liabilities................. 13,072 16,392 8,250 37,714
-------- ------- ------ --------
Stockholders' equity:
Preferred stock................... -- -- -- --
Common stock:
Class A........................... 246 195 (24)(a) 417
Class B........................... -- -- -- --
Note receivable from officer...... -- (533) -- (533)
Additional paid-in capital........ 131,567 42,688 24(a) 174,279
Cumulative foreign currency
translation adjustments.......... (97) 43 -- (54)
Retained earnings................. 1,380 16,814 (8,250) 9,944
Less: Treasury stock.............. (588) -- -- (588)
-------- ------- ------ --------
Total stockholders' equity....... 132,508 59,207 (8,250) 183,465
-------- ------- ------ --------
Total liabilities and
stockholders' equity............ $145,580 $75,599 $ -- $221,179
======== ======= ====== ========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
pooled
financial statements are integral parts of this statement.

109
<PAGE>

UNAUDITED PRO FORMA POOLED STATEMENT OF OPERATIONS
For The Six Months Ended June 30, 1999

<TABLE>
<CAPTION>
Razorfish, Pooling Pooled
Inc. i-Cube Adjustments Razorfish, Inc.
---------- -------- ----------- ---------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues.................... $ 27,410 $ 35,545 $ -- $ 62,955
Project personnel costs..... 11,967 16,156 -- 28,123
-------- -------- ------- --------
Gross profit................ 15,443 19,389 -- 34,832
Sales and marketing......... 1,114 3,492 -- 4,606
General and administrative.. 9,884 8,635 -- 18,519
Amortization of
intangibles................ 1,629 -- -- 1,629
Acquisition costs........... -- 3,445 -- 3,445
Non-cash compensation
expense.................... 54 -- -- 54
-------- -------- ------- --------
Income (loss) from
operations................. 2,762 3,817 -- 6,579
Minority interest........... (22) -- -- (22)
Interest (income), net...... (587) (768) -- (1,355)
-------- -------- ------- --------
Income (loss) before
income taxes............. 3,371 4,585 -- 7,956
Provision for (benefit from)
income taxes............... 2,213 1,685 -- 3,898
-------- -------- ------- --------
Net (loss) income....... $ 1,158 $ 2,900 $ -- $ 4,058
======== ======== ======= ========

Per share information:
Net income (loss) per
share:
Basic................... $ 0.05 $ 0.15 $ -- $ 0.11
======== ======== ======= ========
Diluted................. $ 0.05 $ 0.13 $ -- $ 0.10
======== ======== ======= ========
Weighted average common
shares outstanding:
Basic................... 21,757 19,207 (2,401)(c) 38,563
======== ======== ======= ========
Diluted................. 22,371 23,049 (2,881)(c) 42,539
======== ======== ======= ========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
pooled
financial statements are integral parts of this statement.

110
<PAGE>

UNAUDITED PRO FORMA POOLED STATEMENT OF OPERATIONS
For The Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
Pooling Pooled
Razorfish, Inc. i-Cube Adjustments Razorfish, Inc.
--------------- ------- ----------- ---------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues................. $5,150 $26,848 $ -- $31,998
Project personnel costs.. 2,291 13,381 -- 15,672
------ ------- ------ -------
Gross profit............. 2,859 13,467 -- 16,326
Sales and marketing...... 94 2,359 -- 2,453
General and
administrative.......... 1,922 7,024 -- 8,946
Amortization of
intangibles............. 27 -- -- 27
Restructuring costs...... -- 786 -- 786
Non-cash compensation
expense................. 1,700 -- -- 1,700
------ ------- ------ -------
Income (loss) from
operations.............. (884) 3,298 -- 2,414
Interest (income)
expense, net............ 103 (232) -- (129)
------ ------- ------ -------
Income (loss) before
income taxes.......... (987) 3,530 -- 2,543
Provision (benefit) for
income taxes............ (585) 1,843 -- 1,258
------ ------- ------ -------
Net income (loss).... $ (402) $ 1,687 $ -- $ 1,285
====== ======= ====== =======
Per share information:
Net income (loss) per
share:
Basic................ $(0.04) $ 0.11 $ -- $ 0.06
====== ======= ====== =======
Diluted.............. $(0.04) $ 0.09 $ -- $ 0.05
====== ======= ====== =======

Weighted average common
shares outstanding:
Basic................ 9,157 15,959 (1,995)(c) 23,121
====== ======= ====== =======
Diluted.............. 9,157 19,519 (2,139)(c) 26,537
====== ======= ====== =======
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
pooled
financial statements are integral parts of this statement.

111
<PAGE>

UNAUDITED PRO FORMA POOLED STATEMENT OF OPERATIONS
For The Year Ended December 31, 1998

<TABLE>
<CAPTION>
Razorfish, Pooling Pooled
Inc. i-Cube Adjustments Razorfish, Inc.
---------- ------- ----------- ---------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues...................... $13,843 $56,793 $ -- $70,636
Project personnel costs....... 5,973 27,562 -- 33,535
------- ------- ------ -------
Gross profit.................. 7,870 29,231 -- 37,101
Sales and marketing........... 438 5,178 -- 5,616
General and administrative.... 4,693 14,551 -- 19,244
Amortization of intangibles... 107 -- -- 107
Restructuring costs........... -- 786 -- 786
Non-cash compensation
expense...................... 1,937 -- -- 1,937
------- ------- ------ -------
Income from operations........ 695 8,716 -- 9,411
Interest (income) expense,
net.......................... 241 (1,218) -- (977)
------- ------- ------ -------
Income before income taxes.. 454 9,934 -- 10,388
Provision for income taxes.... 455 4,388 -- 4,843
------- ------- ------ -------
Net income (loss)......... $ (1) $ 5,546 $ -- $ 5,545
======= ======= ====== =======

Per share information:
Net income (loss) per share:
Basic..................... $ (0.00) $ 0.32 $ -- $ 0.23
======= ======= ====== =======
Diluted................... $ (0.00) $ 0.26 $ -- $ 0.20
======= ======= ====== =======

Weighted average common
shares outstanding:
Basic..................... 9,224 17,363 (2,170)(c) 24,417
======= ======= ====== =======
Diluted................... 9,224 21,325 (2,163)(c) 28,386
======= ======= ====== =======
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
pooled
financial statements are integral parts of this statement.

112
<PAGE>

UNAUDITED PRO FORMA POOLED STATEMENT OF OPERATIONS
For The Year Ended December 31, 1997

<TABLE>
<CAPTION>
Razorfish, Pooling Pooled
Inc. i-Cube Adjustments Razorfish, Inc.
---------- ------- ----------- ---------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues...................... $3,618 $38,850 $ -- $42,468
Project personnel costs....... 1,523 17,630 -- 19,153
------ ------- -------
Gross profit.................. 2,095 21,220 -- 23,315
Sales and marketing........... 174 3,819 -- 3,993
General and administrative.... 1,260 9,997 -- 11,257
Non-cash compensation
expense...................... 79 -- -- 79
------ ------- ------ -------
Income from operations........ 582 7,404 -- 7,986
Interest (income) expense,
net.......................... 20 (252) -- (232)
------ ------- ------ -------
Income before income taxes.. 562 7,656 -- 8,218
Provision for income taxes.... 265 2,978 -- 3,243
------ ------- ------ -------
Net income................ $ 297 $ 4,678 $ -- $ 4,975
====== ======= ====== =======

Per share information:
Net income per share:
Basic..................... $ 0.03 $ 0.31 $ -- $ 0.22
====== ======= ====== =======
Diluted................... $ 0.03 $ 0.26 $ -- $ 0.20
====== ======= ====== =======

Weighted average common
shares outstanding:
Basic..................... 9,157 15,113 (1,889)(c) 22,381
====== ======= ====== =======
Diluted................... 9,440 17,743 (2,218)(c) 24,965
====== ======= ====== =======
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
pooled
financial statements are integral parts of this statement.

113
<PAGE>

UNAUDITED PRO FORMA POOLED STATEMENT OF OPERATIONS
For The Year Ended December 31, 1996

Income (loss) from
operations.................. (306) 2,941 -- 2,635
Interest (income) expense,
net......................... 5 (55) -- (50)
------ ------- -------
Income (loss) before income
taxes..................... (311) 2,996 -- 2,685
Provision (benefit) for
income taxes................ (57) 1,086 -- 1,029
------ ------- ------- -------
Net income (loss)........ $ (254) $ 1,910 $ -- $ 1,656
====== ======= ======= =======

Per share information:
Net income (loss) per
share:
Basic.................... $(0.03) $ 0.13 $ -- $ 0.07
====== ======= ======= =======
Diluted.................. $(0.03) $ 0.12 $ -- $ 0.07
====== ======= ======= =======

Weighted average common
shares outstanding:
Basic.................... 9,091 14,911 (1,864)(c) 22,138
====== ======= ======= =======
Diluted.................. 9,091 16,196 (2,025)(c) 23,262
====== ======= ======= =======
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
pooled
financial statements are integral parts of this statement.

114
<PAGE>

NOTES TO UNAUDITED PRO FORMA

POOLED FINANCIAL STATEMENTS

(a) Pro Forma Basis Of Presentation (in thousands except assumed conversion
ratio)

The unaudited pro forma pooled financial statements for the years ended
December 31, 1996, 1997 and 1998 reflect the combination of the financial
statements of Razorfish and i-Cube for those years. The unaudited pro forma
pooled statements of operations for the six month periods ended June 30, 1998
and 1999 reflect the combination of the statements of earnings of Razorfish and
i-Cube for those periods. No adjustments have been made in these pro forma
pooled financial statements to conform the accounting policies of the combined
company, as the nature and amounts of such adjustments are deemed
insignificant.

These unaudited pro forma combined condensed financial statements reflect
the issuance of 17,035 shares of Razorfish Class A common stock in exchange for
an aggregate of 19,469 shares of i-Cube common stock (outstanding as of June
30, 1999) in connection with the merger, based on an assumed Exchange Ratio of
0.875.

<TABLE>
<S> <C>
Shares of i-Cube common stock outstanding as of June 30, 1999....... 19,469
Exchange Ratio...................................................... 0.875
------
Number of shares of Razorfish Class A common stock exchanged for i-
Cube common stock.................................................. 17,035
Number of shares of Razorfish Class A common stock outstanding at
June 30, 1999...................................................... 24,597
------
Number of shares of Razorfish Class A common stock outstanding at
June 30, 1999 after giving effect to the merger.................... 41,632
======
</TABLE>

The actual number of shares of Razorfish Class A common stock to be issued
will be determined at the Effective Time based on the number of shares of i-
Cube common stock outstanding at that date and the Exchange Ratio.

(b) Pro Forma Combined Balance Sheet

Razorfish and i-Cube estimate they will incur direct transaction costs of
approximately $13.75 million associated with the merger, consisting of
transaction fees for investment bankers, attorneys, accountants, and other
related costs. These nonrecurring transaction costs will be charged to
operations upon consummation of the merger. These charges have been reflected
in the unaudited pro forma combined condensed balance sheet, net of related
income taxes at an assumed rate of 40%.

115
<PAGE>

NOTES TO UNAUDITED PRO FORMA

POOLED FINANCIAL STATEMENTS (Continued)

The following table reconciles the number of shares used in the pro forma
earnings per share computations to the number of shares set forth in
Razorfish's and i-Cube's historical statements of earnings.

<TABLE>
<CAPTION>
Year Ended December 31, Six Months Ended June 30,
----------------------- -------------------------
1996 1997 1998 1998 1999
------- ------- ------- ------------ ------------
(In thousands except assumed conversion ratio)
<S> <C> <C> <C> <C> <C>
Shares used in calculations:
Historical basic shares--
Razorfish................. 9,091 9,157 9,224 9,157 21,757
------- ------- ------- ------------ ------------
Historical basic shares--i-
Cube...................... 14,911 15,113 17,363 15,959 19,207
Assumed conversion ratio... 0.875 0.875 0.875 0.875 0.875
------- ------- ------- ------------ ------------
Additional basic shares.... 13,047 13,224 15,193 13,964 16,806
------- ------- ------- ------------ ------------
Pro forma combined basic
shares.................. 22,138 22,381 24,417 23,121 38,563
======= ======= ======= ============ ============
Historical diluted shares--
Razorfish................. 9,091 9,440 9,224 9,157 22,371
------- ------- ------- ------------ ------------
Additional diluted shares--
Razorfish stock options... -- -- 503 301 --
------- ------- ------- ------------ ------------
Historical diluted shares--
i-Cube.................... 16,196 17,743 21,325 19,519 23,049
Assumed conversion ratio... 0.875 0.875 0.875 0.875 0.875
------- ------- ------- ------------ ------------
Additional diluted shares
for merger................ 14,171 15,525 18,659 17,079 20,168
------- ------- ------- ------------ ------------
Pro forma combined
diluted shares.......... 23,262 24,965 27,883 26,236 42,539
======= ======= ======= ============ ============
</TABLE>

116
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED POOLED
FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated pooled financial
statements as of June 30, 1999, the six months ended June 30, 1998 and 1999 and
for the year ended December 31, 1998 have been derived from the application of
pro forma adjustments to the historical consolidated financial statements of
Razorfish (after giving effect to the merger, using the pooling of interests
method of accounting) and Spray, which are included elsewhere in this
prospectus. The unaudited pro forma condensed consolidated pooled balance sheet
gives effect to the acquisition of Fuel/Tonga as if such transaction had
occurred on June 30, 1999. The unaudited pro forma condensed consolidated
pooled statement of operations information for the six months ended June 30,
1998 and 1999 and the year ended December 31, 1998 gives effect to the
acquisitions that Razorfish completed in 1998 and 1999 as if such transactions
had occurred on January 1, 1998 and January 1, 1999.

The unaudited pro forma condensed consolidated financial statements do not
purport to be indicative of what Razorfish's actual results of operations or
financial condition would have been assuming the acquisitions that Razorfish
completed in 1998 and 1999 had been completed on such dates, nor does it
purport to be indicative of results of operations or financial condition that
may be achieved in the future.

Each of the acquisitions discussed in this section that Razorfish completed
in 1998 and 1999 has been accounted for using the purchase method of
accounting. The purchase method of accounting allocates the aggregate purchase
price to the assets acquired and liabilities assumed based upon their
respective fair values. The excess purchase price over the fair value of net
assets acquired, which equals $54.1 million for Spray, $0.8 million for
Avalanche Systems, $20.7 million for Fuel/Tonga and an aggregate of $2.8
million for the other acquisitions, has been allocated to goodwill, customer
lists and workforce. The estimated fair value of the net assets acquired from
Spray was determined based on an independent third-party valuation and
management's knowledge of current industry trends and transactions. Management
considers such estimates to be reasonable.

117
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED POOLED BALANCE SHEET
June 30, 1999

<TABLE>
<CAPTION>
Purchase Pro Forma
Pooled Accounting Pooled
Razorfish, Fuel/ Pro Forma Razorfish,
Inc. Tonga(a) Adjustments Inc.
---------- -------- ----------- ----------
(In thousands except share data)
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents........ $ 99,911 $ 104 $ (750)(a) $ 99,265
Short-term investments........... 3,067 -- -- 3,067
Accounts receivable, net......... 21,172 323 -- 21,495
Unbilled charges................. 8,566 151 -- 8,717
Prepaid expenses and other
current assets.................. 2,385 29 -- 2,414
Deferred tax assets.............. 370 -- -- 370
Due from affiliates.............. 2,336 -- -- 2,336
-------- ------ ------- --------
Total current assets............. 137,807 607 (750) 137,664

Property and equipment, net....... 10,469 625 -- 11,094
Intangibles, net.................. 59,766 -- 20,734(b) 80,500
Deferred tax assets............... 10,854 -- -- 10,854
Other assets...................... 2,283 13 -- 2,296
-------- ------ ------- --------
Total assets..................... $221,179 $1,245 $19,984 $242,408
======== ====== ======= ========

Current Liabilities:
Accounts payable and accrued
expenses........................ $ 27,871 $ 621 $ 250(a) $ 28,742
Income taxes payable............. 1,495 -- -- 1,495
Deferred rent.................... 105 74 -- 179
Advanced billings................ 3,651 -- -- 3,651
Current portion of capital lease
obligations..................... 44 42 -- 86
Current portion of long-term
obligations..................... 478 -- -- 478
Deferred tax liabilities......... 1,424 -- -- 1,424
-------- ------ ------- --------
Total current liabilities........ 35,068 737 250 36,055

Long-term debt.................... 1,752 -- -- 1,752
Capital lease obligations......... 163 152 -- 315
Minority interest................. 26 -- -- 26
Other liabilities................. 705 -- -- 705
-------- ------ ------- --------
Total liabilities................ 37,714 889 250 38,853
-------- ------ ------- --------
Stockholders' equity:
Preferred stock -- --
Common stock:
Class A.......................... 417 2 5(b) 424
Class B.......................... -- -- -- --
Note receivable from officer..... (533) -- -- (533)
Additional paid-in capital....... 174,279 124 19,959(b) 194,362
Cumulative foreign currency
translation adjustments......... (54) -- -- (54)
Retained earnings................ 9,944 230 (230)(b) 9,944
Less: Treasury stock............. (588) -- -- (588)
-------- ------ ------- --------
Total stockholders' equity...... 183,465 356 19,734 203,555
-------- ------ ------- --------
Total liabilities and
stockholders' equity........... $221,179 $1,245 $19,984 $242,408
======== ====== ======= ========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
condensed consolidated pooled financial statements are integral parts of this
statement.

118
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED POOLED
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1999

<TABLE>
<CAPTION>
Purchase
Accounting Pro Forma
Pooled Pro Forma Pooled
Razorfish, Inc. Fuel/Tonga(a) Adjustments Razorfish, Inc.
--------------- ------------- ----------- ---------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues................ $62,955 $2,797 $ -- $65,752
Project personnel
costs.................. 28,123 1,586 -- 29,709
------- ------ ----- -------
Gross profit............ 34,832 1,211 -- 36,043
Sales and marketing..... 4,606 161 -- 4,767
General and
administrative......... 18,519 883 -- 19,402
Amortization of
intangibles............ 1,629 -- 518(e) 2,147
Acquisition costs....... 3,445 -- -- 3,445
Non-cash compensation
expense................ 54 -- -- 54
------- ------ ----- -------
Income (loss) from
operations............. 6,579 167 (518) 6,228
Minority interest ...... (22) -- -- (22)
Interest (income)
expense, net........... (1,355) 10 -- (1,345)
------- ------ ----- -------
Income (loss) before
income taxes......... 7,956 157 (518) 7,595
Provision for (benefit
from) income taxes..... 3,898 -- -- 3,898
------- ------ ----- -------
Net income (loss)... $ 4,058 $ 157 $(518) $ 3,697
======= ====== ===== =======
Per share information:
Net income (loss) per
share:
Basic............... $ 0.11 $ 0.09
======= =======
Diluted............. $ 0.10 $ 0.09
======= =======
Weighted average
common shares
outstanding
Basic............... 38,563 656(f) 39,219
======= ===== =======
Diluted............. 42,539 656(f) 43,195
======= ===== =======

</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
condensed consolidated pooled financial statements are integral parts of this
statement.

119
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
POOLED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
Purchase Accounting
Historical Pro Forma Adjustments Pro Forma
------------------------------------------------------ ---------------------------------- Pooled
Pooled Other Other Razorfish,
Razorfish, Inc. Spray(c) Acquisitions(d) Fuel/Tonga(a) Spray Acquisitions Fuel/Tonga Inc.
--------------- -------- --------------- ------------- ------- ------------ ---------- ----------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............. $31,998 $8,354 $1,529 $1,274 $ -- $ -- $ -- $43,155
Project personnel
costs............... 15,672 5,226 1,141 800 -- -- -- 22,839
------- ------ ------ ------ ------- ----- ----- -------
Gross profit......... 16,326 3,128 388 474 -- -- -- 20,316
Sales and marketing.. 2,453 348 159 121 -- -- -- 3,081
General and
administrative...... 8,946 2,604 554 357 -- -- -- 12,461
Amortization of
intangibles......... 27 94 -- -- 1,453(e) 64(e) 518(e) 2,156
Restructuring costs.. 786 -- -- -- -- -- -- 786
Non-cash compensation
expense............. 1,700 -- -- -- -- -- -- 1,700
------- ------ ------ ------ ------- ----- ----- -------
Income (loss) from
operations.......... 2,414 82 (325) (4) (1,453) (64) (518) 132
Interest (income)
expense, net........ (129) (128) 4 -- -- -- -- (253)
------- ------ ------ ------ ------- ----- ----- -------
Income (loss) before
income taxes....... 2,543 210 (329) (4) (1,453) (64) (518) 385
Provision (benefit)
for income taxes.... 1,258 -- (154) -- -- -- -- 1,104
------- ------ ------ ------ ------- ----- ----- -------
Net income (loss)... $ 1,285 $ 210 $ (175) $ (4) $(1,453) $ (64) $(518) $ (719)
======= ====== ====== ====== ======= ===== ===== =======

Per share
information:
Net income (loss)
per share:
Basic............... $ 0.06 $ (0.02)
======= =======
Diluted............. $ 0.05 $ (0.02)
======= =======

Weighted average
common shares
outstanding:
Basic............... 23,121 9,881(a) 656(a) 33,658
======= ======= ===== =======
Diluted............. 26,537 9,881(a) 656(a) 33,658
======= ======= ===== =======
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
condensed consolidated pooled financial statements are integral parts of this
statement.

120
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
POOLED STATEMENT OF OPERATIONS
For The Year Ended December 31, 1998

<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
-------------------------------------------------- ------------------------------- Pooled
Pooled Other Fuel/ Other Fuel/ Razorfish,
Razorfish, Inc. Spray(c) Acquisitions(d) Tonga(a) Spray Acquisitions Tonga Inc.
--------------- -------- --------------- -------- ------- ------------ ------- ----------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $70,636 $15,402 $1,729 $5,351 $ -- $-- $ -- $93,118
Project personnel costs
....................... 33,535 8,879 1,298 3,573 -- -- -- 47,285
------- ------- ------ ------ ------- ---- ------- -------
Gross profit............ 37,101 6,523 431 1,778 -- -- -- 45,833
Sales and marketing..... 5,616 757 164 1,225 -- -- -- 7,762
General and
administrative......... 19,244 6,995 653 282 -- -- -- 27,174
Amortization of
intangibles............ 107 331 -- -- 2,905(e) 64(e) 1,037(e) 4,444
Restructuring costs..... 786 -- -- -- -- -- -- 786
Non-cash compensation
expense................ 1,937 -- -- -- -- -- -- 1,937
------- ------- ------ ------ ------- ---- ------- -------
Income (loss) from
operations............. 9,411 (1,560) (386) 271 (2,905) (64) (1,037) 3,730
Interest (income)
expense, net........... (977) (84) 5 4 -- -- -- (1,052)
------- ------- ------ ------ ------- ---- ------- -------
Income (loss) before
income taxes.......... 10,388 (1,476) (391) 267 (2,905) (64) (1,037) 4,782
Provision (benefit) for
income taxes........... 4,843 -- (181) 8 -- -- -- 4,670
------- ------- ------ ------ ------- ---- ------- -------
Net income (loss)...... $ 5,545 $(1,476) $ (210) $ 259 $(2,905) $(64) $(1,037) $ 112
======= ======= ====== ====== ======= ==== ======= =======

Per share information:
Net income (loss) per
share:
Basic.................. $ 0.23 $ 0.00
======= =======
Diluted................ $ 0.20 $ 0.00
======= =======

Weighted average common
shares outstanding:
Basic.................. 24,417 9,881(c) -- 656(b) 34,954
======= ======= ==== ======= =======
Diluted................ 28,386 9,881(c) -- 656(b) 34,954
======= ======= ==== ======= =======
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
condensed consolidated pooled financial statements are integral parts of this
statement.

121
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED POOLED
FINANCIAL STATEMENTS

(a) Fuel/Tonga Acquisition

On September 16, 1999, Razorfish, Inc., acquired all of the
issued and outstanding shares of capital stock of Fuel, Inc. and
Tonga, Inc. in exchange for 656,000 shares of Class A Common Stock
and $750,000 in cash. A further contingent payment will be made if
the combined revenue of Fuel and Tonga exceed $5,800,000. The
payment will be equal to 3.8 times the revenue in excess of
$5,800,000 but in no instance will this payment exceed $14,290,000.

Set below is Razorfish's allocation of the purchase price of the
Fuel and Tonga Acquisitions:

<TABLE>
<S> <C>
Aggregate purchase price (in thousands, except share data):
Common A shares.............................................. $20,090
Cash......................................................... 750
-------
20,840
Less: net book value of assets acquired...................... 356
Add: costs of acquisition.................................... (250)
-------
Excess of costs over net book value of assets acquired
allocated to goodwill....................................... $20,734
=======

The estimated useful life of the goodwill associated with the
acquisition is assumed to be 20 years.

(b) Reflects the adjustments to stockholders' equity as follows (in
thousands, except per share data):

Elimination of Fuel/Tonga common stock....................... $ (2)
Issuance of Class A Common Stock in connection with the
acquisition of Fuel/Tonga................................... 7
-------
Subtotal................................................. 5
-------
Additional paid-in capital:
Elimination of Fuel/Tonga additional paid-in capital....... (124)
Additional paid-in capital from issuance of Class A Common
Stock in connection with the acquisition of Fuel/Tonga.... 20,083
-------
Subtotal................................................. 19,959
Retained earnings:
Elimination of Fuel/Tonga historical retained earnings....... (230)
-------
Total.................................................... $19,734
=======
</TABLE>

122
<PAGE>

The following summarizes how the amounts relating to the issuance
of shares in connection with the Fuel/Tonga acquisition were
determined:

<TABLE>
<S> <C> <C>
Total Class A Common Stock issued....................... 656
Fair market value of common stock per share............. $30.625
-------
Total value of Class A Common Stock issued.............. 20,090
Total Class A Common Stock issued....................... 656
Par value of Class A Common Stock....................... $0.01
-----
Adjustment to Class A Common Stock...................... 7
-------
Adjustment to additional paid-in capital................ $20,083
=======
</TABLE>

On January 5, 1999, Razorfish acquired all of the issued and
outstanding shares of capital stock of Spray from Spray Ventures and
Communicade in exchange for an aggregate of 9,881,034 shares of
Common Stock (representing 50% of Razorfish's outstanding shares of
Common Stock on a fully diluted basis after giving effect to this
acquisition) and 50 shares of non-voting Class B Common Stock. In
addition, Communicade received an option to purchase up to 10% of
Razorfish's Common Stock pursuant to the Stockholders Agreement that
was entered into in connection with this transaction.

Set forth below is Razorfish's allocation of the purchase price
of the Spray acquisition (in thousands):

<TABLE>
<S> <C>
Aggregate purchase price..................................... $54,940
Less: net book value of assets acquired.................... 836
-------
Excess of cost over net book value of assets acquired........ $54,104
=======
Allocation of excess of cost over net book value of assets
acquired:
Goodwill................................................... $45,604
Customer lists............................................. 7,600
Workforce.................................................. 900
-------
Total.................................................... $54,104
=======
</TABLE>

The allocation of excess cost over net book value of assets
acquired to the intangible assets relating to the Spray acquisition
was determined based upon an independent third-party valuation. The
estimated useful lives are as follows:

<TABLE>
<S> <C>
Goodwill...................................................... 20 years
Customer lists................................................ 16 years
Workforce..................................................... 6 years
</TABLE>

(d) Other acquisitions

Avalanche Systems acquisition

On January 15, 1998, Razorfish purchased a 66 2/3% ownership
interest of a newly formed corporation, Avalanche Solutions, Inc. In
connection with this transaction, Avalanche Solutions acquired
substantially all of the assets of Avalanche Systems, Inc. from
Fleet Bank National Association and Fleet Bank Capital Corporation
in a foreclosure sale. These assets were seized from Avalanche
Systems, whose shareholders were the founders and holders of the
remaining 33 1/3% of the capital stock of Avalanche Solutions. In
April 1998, the founders of Avalanche Solutions surrendered their
aggregate 33 1/3% ownership interest in Avalanche Solutions to
Razorfish. The total cash consideration for all stock and net assets
acquired was approximately $1,294,000.

123
<PAGE>

These acquisitions have been accounted for under the purchase
method of accounting; accordingly, the purchase price has been
allocated to the tangible and intangible assets acquired and
liabilities assumed on the basis of their respective fair values on
their respective acquisition dates. As a result of these
acquisitions, Razorfish has recorded goodwill of approximately
$789,000, which is the excess cost of net assets acquired and is
being amortized over a useful life of 20 years. No pro forma
adjustments have been reflected in the accompanying Unaudited Pro
Forma Condensed Consolidated Pooled Statement of Operations for the
period of January 1, 1998 through January 15, 1998 as the effects
are immaterial.

CHBi acquisition

On May 21, 1998, Razorfish acquired all of the outstanding stock
of CHBi Limited for cash consideration of $2,028,000. Razorfish is
required to make certain cash earn-out payments to the former
shareholders of CHBi based upon the achievement of targeted
operating performance of the company through May 2001. No earn-out
payments have been earned to date. Further earn-out payments, if
any, will be recorded as additional purchase price and, as such, a
corresponding adjustment to goodwill. This acquisition was accounted
for as a purchase; accordingly, the operating results of CHBi since
June 1, 1998 have been included in Razorfish's consolidated
financial statements.

Plastic acquisition

On June 26, 1998, Razorfish acquired substantially all of the
assets of Alpha Online, Inc. d/b/a Plastic and Plasticweb for cash
consideration of $686,000. Razorfish is required to make certain
cash earn-out payments to the former shareholders of Plastic based
upon the achievement of targeted operating performance of the
company through December 2001. No earn-out payments have been earned
to date. Further earn-out payments, if any, will be recorded as
additional purchase price and, as such, a corresponding adjustment
to goodwill. This acquisition was accounted for as a purchase;
accordingly, the operating results of Plastic since June 1, 1998
have been included in Razorfish's consolidated financial statements.

<tag> Media acquisition

On July 30, 1998, Razorfish acquired substantially all of the
assets of Titus Anspach Group, LLC d/b/a <tag> Media for cash
consideration of $256,000. Razorfish is required to make certain
cash earn-out payments to the former shareholders of <tag> Media
based upon the achievement of targeted operating performance of the
company through December 2001. No earn-out payments have been earned
to date. Further earn-out payments, if any, will be recorded as
additional purchase price and, as such, a corresponding adjustment
to goodwill. This acquisition was accounted for as a purchase;
accordingly, the operating results of <tag> Media since August 1,
1998 have been included in Razorfish's consolidated financial
statements.

Sunbather acquisition

On October 26, 1998, Razorfish acquired substantially all of the
assets of Sunbather Limited from an administrator appointed for the
company for cash consideration of $289,653. This acquisition was
accounted for as a purchase; accordingly, the purchase price has
been allocated to the tangible and intangible net assets acquired
and liabilities assumed on the basis of their respective fair values
on the acquisition date. The operating results of Sunbather since
October 1, 1998 have been included in Razorfish's consolidated
financial statements.

124
<PAGE>

Set forth below are the unaudited results of operations for the
companies that Razorfish acquired, other than Spray, for the period
of January 1, 1998 through their respective acquisition dates:

For the Six Months Ended June 30, 1998
<TABLE>
<CAPTION>
Total
other
CHBi Sunbather Plastic <tag> Media acquisitions
---- --------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues................ $786 $ 333 $ 284 $126 $1,529
Project personnel
costs.................. 552 249 256 84 1,141
---- ----- ----- ---- ------
Gross profit............ 234 84 28 42 388
Sales and marketing..... 125 10 23 1 159
General and
administrative......... 182 181 135 56 554
---- ----- ----- ---- ------
Loss from operations.... (73) (107) (130) (15) (325)
Interest (income)
expense, net........... -- 3 -- 1 4
---- ----- ----- ---- ------
Loss before income
taxes.................. (73) (110) (130) (16) (329)
Benefit for income
taxes.................. (46) (46) (54) (8) (154)
---- ----- ----- ---- ------
Net (loss).............. $(27) $ (64) $ (76) $ (8) $ (175)
==== ===== ===== ==== ======
</TABLE>

For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Total
other
CHBi Sunbather Plastic <tag> Media acquisitions
---- --------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues................ $786 $499 $284 $160 $1,729
Project personnel
costs.................. 552 373 256 117 1,298
---- ---- ---- ---- ------
Gross profit............ 234 126 28 43 431
Sales and marketing..... 125 14 23 2 164
General and
administrative......... 182 272 135 64 653
---- ---- ---- ---- ------
Loss from operations.... (73) (160) (130) (23) (386)
Interest expense, net... -- 5 -- -- 5
---- ---- ---- ---- ------
Loss before income
taxes.................. (73) (165) (130) (23) (391)
Benefit for income
taxes.................. (46) (69) (54) (12) (181)
---- ---- ---- ---- ------
Net (loss).............. $(27) $(96) $(76) $(11) $ (210)
==== ==== ==== ==== ======
</TABLE>

(e) Amortization of intangibles:

<TABLE>
<CAPTION>
Six Months Ended
Year Ended June 30,
December 31, ------------------
1998 1998 1999
------------- --------- --------
<S> <C> <C> <C>
Amortization of Spray intangibles....... $2,905 $ 1,453 $ --
Amortization of other acquisitions'
goodwill prior to their respective
acquisition dates...................... 64 64 --
Amortization of Fuel/Tonga intangibles.. 1,037 518 518
------ --------- -------
Total pro forma goodwill adjustments.. $4,006 $ 2,035 $ 518
====== ========= =======
</TABLE>

125
<PAGE>

FUTURE SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Exchange Act, i-Cube shareholders may
present proper proposals for inclusion in i-Cube's proxy statement and for
consideration at its 2000 annual meeting of shareholders, if the merger has not
been consummated before that time, by submitting those proposals to i-Cube in a
timely manner. In order to be so included for the 2000 annual meeting,
shareholder proposals must be received by i-Cube within a reasonable time
before the meeting, and must otherwise comply with the requirements of
Rule 14a-8.

EXPERTS

The financial statements incorporated in this Prospectus by reference to i-
Cube's Annual Report on Form 10-K for the year ended December 31, 1998 and to
i-Cube's Current Report on Form 8-K, filed September 10, 1999 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

The audited consolidated financial statements of Razorfish and Spray as of
December 31, 1997 and 1998 and for the three years ended December 31, 1998, the
audited consolidated financial statements of Spray Ventures as of December 31,
1996 and August 31, 1997 and for the year ended December 31, 1996 and the
eight-month period ended August 31, 1997 and the audited financial statements
of Avalanche Systems as of and for the year ended December 31, 1997 included in
this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

The financial statements of Avalanche Systems, Inc. for the year ended
December 31, 1996 have been audited by M.R. Weiser & Co., LLP, independent
certified public accountants, as indicated in their report with respect thereto
and are included herein in reliance upon the authority of said firm as experts
in accounting and auditing.

LEGAL MATTERS

Legal matters with respect to the validity of the securities offered hereby
will be passed upon for Razorfish by Morrison & Foerster LLP, New York, New
York. Legal matters with respect to the federal income tax consequences of the
merger will be passed upon for i-Cube by Hale and Dorr LLP, Boston,
Massachusetts.

126
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
RAZORFISH, INC. AND SUBSIDIARIES
Report of Independent Public Accountants................................ F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998 and June
30, 1999 (unaudited)................................................... F-3
Consolidated Statements of Operations for the three years ended December
31, 1998 and the six months ended June 30, 1998 and 1999 (unaudited)... F-4
Consolidated Statements of Stockholders' Equity for the three years
ended December 31, 1998 and the six months ended June 30, 1999
(unaudited)............................................................ F-5
Consolidated Statements of Cash Flows for the three years ended December
31, 1998 and the six months ended June 30, 1998 and 1999 (unaudited)... F-6
Notes to Consolidated Financial Statements.............................. F-7

FUEL, INC. AND TONGA, INC.
Report of Independent Public Accountants................................ F-26
Combined Balance Sheets as of December 31, 1997 and 1998 and June 30,
1999 (unaudited)....................................................... F-27
Combined Statements of Income and Retained Earnings (Accumulated
Deficit) for the years ended December 31, 1997 and 1998 and the six
months ended June 30, 1998 and 1999 (unaudited)........................ F-28
Combined Statements of Cash Flows for the years ended December 31, 1997
and 1998 and for the six months ended June 30, 1998 and 1999
(unaudited)............................................................ F-29
Notes to Combined Financial Statements.................................. F-30

SPRAY NETWORK AB AND SUBSIDIARIES
Report of Independent Public Accountants................................ F-33
Consolidated Balance Sheets as of December 31, 1997 and 1998............ F-34
Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998.................................................... F-35
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1996, 1997 and 1998....................................... F-36
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998.................................................... F-37
Notes to Consolidated Financial Statements.............................. F-38

SPRAY VENTURES AB AND SUBSIDIARIES
Report of Independent Public Accountants................................ F-48
Consolidated Balance Sheets as of December 31, 1996 and at August 31,
1997................................................................... F-49
Consolidated Statements of Operations for the years ended December 31,
1996 and the eight months ended August 31, 1997........................ F-50
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1996 and the eight months ended August 31, 1997........... F-51
Consolidated Statements of Cash Flows for the years ended December 31,
1996 and the eight months ended August 31, 1997........................ F-52
Notes to Consolidated Financial Statements.............................. F-53

AVALANCHE SYSTEMS, INC.
Report of Independent Public Accountants................................ F-59
Independent Auditors' Report............................................ F-60
Statements of Operations for the years ended December 31, 1996 and
1997................................................................... F-61
Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 1996 and 1997............................................. F-62
Statements of Cash Flows for the years ended December 31, 1996 and
1997................................................................... F-63
Notes to Financial Statements........................................... F-64
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Razorfish, Inc.:

We have audited the accompanying consolidated balance sheets of Razorfish,
Inc. (a Delaware corporation) and subsidiaries as of December 31, 1997 and
1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for the three years ended December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Razorfish, Inc. and
subsidiaries as of December 31, 1997 and 1998, and the results of their
operations and their cash flows for the three years ended December 31, 1998, in
conformity with generally accepted accounting principles.

Arthur Andersen LLP

New York, New York
March 5, 1999

F-2
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
December 31, June 30,
-------------- -----------
1997 1998 1999
------ ------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................ $1,176 $ 599 $ 63,489
Accounts receivable, net of allowance for
doubtful accounts of $0, $50 and $603
(unaudited), respectively....................... 1,304 2,373 8,882
Unbilled charges................................. 372 1,327 4,284
Prepaid expenses and other current assets........ 310 573 924
Deferred tax assets.............................. 382 102 70
Due from affiliates.............................. -- 601 2,336
------ ------- --------
Total current assets........................... 3,544 5,575 79,985
PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization of $136, $472 and
$1,466 (unaudited), respectively.................. 618 1,186 4,074
INTANGIBLES, net of accumulated amortization of $0,
$107 and $1,740 (unaudited), respectively......... -- 3,455 59,766
DEFERRED TAX ASSETS................................ 36 620 798
DEFERRED REGISTRATION COSTS........................ -- 564 --
OTHER ASSETS....................................... 69 685 957
------ ------- --------
Total assets................................... $4,267 $12,085 $145,580
====== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses............ $ 270 $ 1,791 $ 9,419
Income taxes payable............................. 42 206 282
Due to Omnicom Group, Inc........................ 1,805 1,782 --
Due to related party............................. -- 500 --
Deferred rent.................................... 40 58 105
Advanced billings................................ 455 345 904
Current portion of capital lease obligations..... 72 47 44
Deferred tax liabilities......................... 849 1,396 1,424
------ ------- --------
Total current liabilities...................... 3,533 6,125 12,178
LONG-TERM DEBT..................................... -- 3,207 --
CAPITAL LEASE OBLIGATIONS.......................... 77 6 163
OTHER LIABILITIES.................................. -- 19 731
------ ------- --------
Total liabilities.............................. 3,610 9,357 13,072
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 10,000,000
shares authorized; no shares issued or
outstanding..................................... -- -- --
Common stock:
Class A, $.01 par value, 29,999,950 shares
authorized; 9,156,819, 9,223,821 and 24,596,939
shares issued and outstanding at December 31,
1997 and 1998, and June 30, 1999 (unaudited)
respectively.................................... 92 92 246
Class B, $.01 par value, 50 shares authorized; no
shares issued or outstanding at December 31,
1997 and 1998, respectively; 50 shares issued
and outstanding as of June 30, 1999
(unaudited)..................................... -- -- --
Additional paid-in capital....................... 342 2,410 131,567
Cumulative foreign currency translation
adjustments..................................... -- 4 (97)
Retained earnings................................ 223 222 1,380
Less: Treasury stock, at cost (no shares at
December 31, 1997 and 1998 and 36,792 shares
at June 30, 1999 (unaudited))................... -- -- (588)
------ ------- --------
Total stockholders' equity..................... 657 2,728 132,508
------ ------- --------
Total liabilities and stockholders' equity..... $4,267 $12,085 $145,580
====== ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
For the Year Ended For the Six Months
December 31, Ended June 30,
--------------------------------- ------------------------
(unaudited)
1996 1997 1998 1998 1999
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES................ $ 1,218 $ 3,618 $ 13,843 $ 5,150 $ 27,410
PROJECT PERSONNEL
COSTS.................. 877 1,523 5,973 2,291 11,967
---------- ---------- ---------- ----------- -----------
Gross profit.......... 341 2,095 7,870 2,859 15,443
SALES AND MARKETING..... 129 174 438 94 1,114
GENERAL AND
ADMINISTRATIVE......... 518 1,260 4,693 1,922 9,884
AMORTIZATION OF
GOODWILL............... -- -- 107 27 1,629
NON-CASH COMPENSATION
EXPENSE................ -- 79 1,937 1,700 54
---------- ---------- ---------- ----------- -----------
Income (loss) from
operations........... (306) 582 695 (884) 2,762
INTEREST (INCOME)
EXPENSE, NET........... 5 20 241 103 (587)
MINORITY INTEREST....... -- -- -- -- (22)
---------- ---------- ---------- ----------- -----------
Income (loss) before
income taxes......... (311) 562 454 (987) 3,371
PROVISION (BENEFIT) FOR
INCOME TAXES........... (57) 265 455 (585) 2,213
---------- ---------- ---------- ----------- -----------
Net income (loss)..... $ (254) $ 297 $ (1) $ (402) $ 1,158
========== ========== ========== =========== ===========
PER SHARE INFORMATION:
Net income (loss) per
share--
Basic................ $ (0.03) $ 0.03 $ (0.00) $ (0.04) $ 0.05
========== ========== ========== =========== ===========
Diluted.............. $ (0.03) $ 0.03 $ (0.00) $ (0.04) $ 0.05
========== ========== ========== =========== ===========
Weighted average
common shares
outstanding--
Basic................ 9,090,906 9,156,819 9,223,821 9,156,819 21,757,402
========== ========== ========== =========== ===========
Diluted.............. 9,090,906 9,439,540 9,223,821 9,156,819 22,370,882
========== ========== ========== =========== ===========
PRO FORMA NET INCOME
(LOSS) DATA (Unaudited)
Net income (loss)
before provision
(benefit) for income
taxes................ $ (311) $ 562 $ 454 $ (987) $ 3,371
Pro forma income tax
provision (benefit)
(actual for December
31, 1997 and 1998 and
June 30, 1999)....... (134) 265 455 (585) 2,213
---------- ---------- ---------- ----------- -----------
Pro forma net income
(loss)............... $ (177) $ 297 $ (1) $ (402) $ 1,158
========== ========== ========== =========== ===========
</TABLE>

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

F-4
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
Class A Class B Cumulative
Common Stock Common Stock Treasury Stock Additional Foreign Retained Total
----------------- ------------- ---------------- Paid-in Currency Earnings Stockholders'
Shares Amount Shares Amount Shares Amount Capital Translation (Deficit) Equity
---------- ------ ------ ------ ------- ------- ---------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1,
1996.................. 9,090,906 $ 91 -- $ -- -- $ -- $ (91) $-- $ 35 $ 35
Capital contribution.. -- -- -- -- -- -- 500 -- -- 500
S-corporation
termination.......... -- -- -- -- -- -- (145) -- 145 --
Net loss.............. -- -- -- -- -- -- -- -- (254) (254)
---------- ---- --- ----- ------ ------- -------- ----- ------- --------
BALANCE, December 31,
1996.................. 9,090,906 91 -- -- -- -- 264 -- (74) 281
Common stock issued to
Employees............ 65,913 1 -- -- -- -- 13 -- -- 14
Common stock option
Compensation......... -- -- -- -- -- -- 65 -- -- 65
Net income............ -- -- -- -- -- -- -- 297 297
---------- ---- --- ----- ------ ------- -------- ----- ------- --------
BALANCE, December 31,
1997.................. 9,156,819 92 -- -- -- -- 342 -- 223 657
Purchase of treasury
stock................ -- -- -- -- 500 (500) -- -- -- (500)
Common stock issued to
Employees............ 67,002 -- -- -- (500) 500 66 -- -- 566
Common stock option
Compensation......... -- -- -- -- -- -- 1,937 -- -- 1,937
Foreign currency
translation
Adjustment........... -- -- -- -- -- -- -- 4 -- 4
Capital contribution.. -- -- -- -- -- -- 65 -- -- 65
Net loss.............. -- -- -- -- -- -- -- -- (1) (1)
---------- ---- --- ----- ------ ------- -------- ----- ------- --------
BALANCE, December 31,
1998.................. 9,223,821 92 -- -- -- -- 2,410 4 222 2,728
Common stock issued to
employees............ 102,066 1 -- -- -- -- 690 -- -- 691
Common stock option
compensation......... -- -- -- -- -- -- 55 -- -- 55
Foreign currency
translation
adjustment........... -- -- -- -- -- -- -- (101) -- (101)
Shares issued in
connection with the
exercise of stock
options by
Communicade.......... 1,976,810 20 -- -- -- -- 25,283 -- -- 25,303
Shares issued in
connection with the
acquisition of
Spray................ 9,881,034 98 50 -- -- -- 54,842 -- -- 54,940
Initial public
offering............. 3,450,000 35 -- -- -- -- 48,287 -- -- 48,322
Purchase of treasury
stock................ -- -- -- -- (37) (588) -- -- -- (588)
Net income............ -- -- -- -- -- -- -- -- 1,158 1,158
---------- ---- --- ----- ------ ------- -------- ----- ------- --------
BALANCE, June 30, 1999
(unaudited)........... 24,633,731 $246 50 $ -- (37) $ (588) $131,567 $ (97) $ 1,380 $132,508
========== ==== === ===== ====== ======= ======== ===== ======= ========
</TABLE>

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

F-5
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
For the Years For the Six Months
Ended December 31, Ended June 30,
------------------------ --------------------
1996 1997 1998 1998 1999
------ ------- ------- --------- ---------
(unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss)............. $ (254) $ 297 $ (1) $ (402) $ 1,158
Adjustments to reconcile net
income (loss) to net cash
(used in) provided by
operating activities--
Allowance for doubtful
accounts..................... -- -- 50 33 553
Depreciation and
amortization................. 27 107 442 319 2,622
Non-cash common stock option
compensation................. -- 79 1,937 1,732 --
Non-cash capital
contribution................. -- -- 65 -- 55
Increase in minority
interest..................... -- -- -- -- 26
Increase in deferred tax
assets....................... (64) (349) (305) (1,366) (146)
Decrease (increase) in
accounts receivable.......... 50 (1,258) (332) (906) (7,062)
Increase in unbilled charges.. -- (372) (955) (80) (2,957)
(Increase) decrease in prepaid
expenses and other current
assets....................... (107) (204) (263) 263 (351)
Increase in due from
affiliates................... -- -- (601) (117) (1,735)
Increase in other assets...... (29) (40) (188) (732) (271)
Increase in accounts payable
and accrued expenses......... 80 143 1,071 1,111 7,628
Increase (decrease) in
advanced billings............ -- 455 (110) (344) 559
Increase (decrease) in
deferred tax liabilities..... 43 796 547 (98) 28
Increase (decrease) in income
taxes payable................ 31 (1) 164 635 76
Increase (decrease) in
deferred rent................ -- 40 18 (28) 47
Increase in other
liabilities.................. -- -- 19 229 685
Increase (decrease) in due to
related party................ -- -- 500 -- (500)
------ ------- ------- --------- ---------
Net cash (used in) provided
by operating activities..... (223) (307) 2,058 249 415
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures.......... (189) (316) (676) (698) (3,882)
Acquisitions of subsidiaries,
net of cash acquired......... -- -- (4,554) (3,000) (3,000)
------ ------- ------- --------- ---------
Net cash used in investing
activities.................. (189) (316) (5,230) (3,698) (6,882)
------ ------- ------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Deferred registration costs... -- -- (564) -- 564
Payments under capital lease
obligations.................. (25) (69) (95) (48) 155
Proceeds from capital
contribution................. 500 -- -- -- --
Proceeds from Initial Public
Offering..................... -- -- -- -- 48,322
Proceeds from exercise of
Communicade's 10% option..... -- -- -- -- 25,303
Proceeds from exercise of
stock options................ -- -- 566 -- 691
Net borrowings under lines of
credit....................... -- 1,805 3,184 2,732 (4,989)
Purchase of treasury stock.... -- -- (500) -- (588)
------ ------- ------- --------- ---------
Net cash provided by
financing activities........ 475 1,736 2,591 2,684 69,458
------ ------- ------- --------- ---------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS.. -- -- 4 -- (101)
------ ------- ------- --------- ---------
Net increase (decrease) in
cash and cash equivalents... 63 1,113 (577) (765) 62,890
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD........... -- 63 1,176 1,176 599
------ ------- ------- --------- ---------
CASH AND CASH EQUIVALENTS, END
OF PERIOD..................... $ 63 $ 1,176 $ 599 $ 411 $ 63,489
====== ======= ======= ========= =========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the period
for--
Income taxes paid............ $ -- $ -- $ -- $ -- $ 2,500
Interest paid................ 5 18 7 -- --
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING ACTIVITIES:
Equipment acquired under
capital leases............... 96 127 -- -- --
Fair market value of common
stock issued for
acquisition.................. -- -- -- -- 54,940
</TABLE>

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

F-6
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Razorfish, Inc. ("Razorfish"), together with its wholly owned subsidiaries
(collectively the "Company") is a leading-edge international digital
communications solutions provider. Digital communications solutions are
business solutions that use digital technologies to enhance communications and
interactions between people and companies. The Company's digital communications
solutions are designed to help clients increase sales, improve communications
and create and enhance business identities. The Company provides an integrated
service offering consisting of strategic consulting, design of information
architectures and user-interfaces and creation and customization of software
necessary to implement its digital communications solutions. The Company
primarily uses Internet-based technologies to create digital communications
solutions for the World Wide Web. However, the Company's solutions will
increasingly incorporate additional communications technologies, such as
wireless, satellite and broadband communications, for use with a variety of
digital devices and information appliances, including mobile phones, pagers and
personal digital assistants.

In order to serve its global clients, Razorfish has completed six
acquisitions through January 1999, since its inception in 1995, and one
additional acquisition in June 1999 (unaudited). The Company currently has
offices in New York, San Francisco, Los Angeles, London, Stockholm, Oslo,
Helsinki and Hamburg.

Principles of Consolidation

The accompanying consolidated financial statements as of and for the year
ended December 31, 1998 include the operations of the Company and its wholly
owned United States subsidiaries, Avalanche Solutions, Inc., Razorfish Los
Angeles, Inc., Razorfish San Francisco, Inc. and its wholly owned United
Kingdom subsidiary, Razorfish Ltd. The accompanying consolidated financial
statements as of and for the six months ended June 30, 1999 (unaudited), also
include the operations of the Company, the aforementioned subsidiaries and its
wholly owned Swedish subsidiary, Razorfish AB. The Company had no subsidiaries
prior to January 1, 1998. All significant intercompany accounts and
transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions, specifically for the allowance for doubtful accounts for accounts
receivable and the useful lives of fixed assets and intangible assets, that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Revenue Recognition

Revenues are recognized for time and materials-based arrangements and fixed-
fee arrangements on the percentage-of-completion method of accounting based on
the ratio of costs incurred to total estimated costs. Unbilled charges
represent labor costs incurred and estimated earnings, production and other
client reimbursable costs. Advanced billings represent billings of production
and other client reimbursable out-of-pocket costs in excess of revenues earned.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.

F-7
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

Project Personnel Costs

Project personnel costs include the salaries and related costs of all
billable employees.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation
and amortization. Property and equipment are depreciated on a straight-line
basis over estimated useful lives of four to eight years. Leasehold
improvements and equipment held under capital leases are amortized utilizing
the straight-line method over the lesser of the estimated useful life of the
asset or the lease term.

Intangible Assets

Goodwill, which represents the excess of the purchase price over the fair
value of the net assets acquired, is included in intangible assets and is
presently being amortized over a period of 20 years on a straight-line basis.
Customer lists and work force are being amortized over a period of 6 years and
16 years respectively. Management has evaluated the amortization periods in the
current period and has determined that no impairment currently exists. These
amortization periods will be evaluated by management on a continuing basis, and
will be adjusted if the lives of the related intangible assets are impaired.

Accounting for Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." This statement establishes financial accounting and reporting
standards for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used, and for
long-lived assets and certain identifiable intangibles to be disposed of.
Management has performed a review of all long-lived assets and has determined
that no impairment of the respective carrying value has occurred as of December
31, 1998 and June 30, 1999 (unaudited).

Income Taxes

The Company accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their tax
bases for operating profit and tax liability carryforward. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets or liabilities of
a change in tax rates is recognized in the period that the tax change occurs.
The Company filed its income tax returns using the cash basis of accounting
through fiscal 1998 and will use the accrual basis of accounting for all future
periods.

F-8
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

Foreign Currency Translation

All assets and liabilities of foreign subsidiaries are translated into U.S.
dollars at fiscal year-end exchange rates. Income and expense items are
translated at average exchange rates prevailing during the year. The resulting
translation adjustments are recorded as a component of stockholders' equity in
the accompanying consolidated financial statements.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, due
from affiliate and accounts payable and accrued expenses approximate fair value
due to the short-term maturity of these instruments. The carrying amounts of
due to Omnicom Group, Inc. and capital lease obligations, including current
portions, approximate fair value.

Business Concentrations and Credit Risk

Financial instruments, which subject the Company to concentrations of credit
risk, consist primarily of cash and cash equivalents and trade accounts
receivable. The Company maintains cash and cash equivalents with various
financial institutions. The Company performs periodic evaluations of the
relative credit standing of these institutions. The Company's clients are
primarily concentrated in the United States. The Company performs ongoing
credit evaluations, generally does not require collateral and establishes an
allowance for doubtful accounts based upon factors surrounding the credit risk
of customers, historical trends and other information. To date, such losses
have been within management's expectations.

For the year ended December 31, 1996 four clients accounted for 25%, 21%,
11% and 10%, respectively, of total revenues.

For the year ended December 31, 1997 four clients accounted for 20%, 16%,
14% and 14%, respectively, of total revenues.

For the year ended December 31, 1998 one client accounted for 27% of total
revenues.

For the six months ended June 30, 1999 (unaudited) one client accounted for
10.4% of the total revenues.

For the six months ended June 30, 1998 (unaudited) two clients accounted for
32.3% and 14.5%, respectively, of total revenues.

As of December 31, 1997, two clients accounted for 59% and 16%,
respectively, of total accounts receivable.

As of December 31, 1998, three clients accounted for 17%, 14% and 14%,
respectively, of total accounts receivable.

As of June 30, 1999 (unaudited), one client accounted for 11% of total
accounts receivable.

Net Income (Loss) Per Common Share

The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings Per Share" ("SFAS No. 128"). Under the provisions of SFAS No.
128, basic net income (loss) per common share ("Basic EPS") is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding. Diluted net income (loss) per common share ("Diluted EPS") is
computed by dividing net income

F-9
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

(loss) by the weighted average number of common shares and dilutive common
share equivalents then outstanding. SFAS No. 128 requires the presentation of
both Basic EPS and Diluted EPS on the face of the consolidated statements of
operations.

A reconciliation between the numerator and denominator of Basic EPS and
Diluted EPS is as follows:

<TABLE>
<CAPTION>
For the Year Ended December 31, 1996
----------------------------------------------
Common Net Loss Per
Net Loss Shares Common Share
------------ -------------- ----------------
(in thousands, except share and per
share data)
<S> <C> <C> <C>
Basic EPS:
Net loss attributable to
common stock............... $ (254) 9,090,906 $ (0.03)
----------- -------------- -----------
Diluted EPS............... $ (254) 9,090,906 $ (0.03)
=========== ============== ===========
<CAPTION>
For the Year Ended December 31, 1997
----------------------------------------------
Common Net Income Per
Net Income Shares Common Share
------------ -------------- ----------------
<S> <C> <C> <C>
Basic EPS:
Net income attributable to
common stock............... $ 297 9,156,819 $ 0.03
Effect of common stock
options.................... -- 282,721 --
----------- -------------- -----------
Diluted EPS............... $ 297 9,439,540 $ 0.03
=========== ============== ===========
<CAPTION>
For the Six Months Ended June 30, 1998
----------------------------------------------
(unaudited)
Common Net Loss Per
Net Loss Shares Common Share
------------ -------------- ----------------
<S> <C> <C> <C>
Basic EPS:
Net loss attributable to
common stock............... $ (402) 9,156,819 $ (0.04)
----------- -------------- -----------
Diluted EPS............... $ (402) 9,156,819 $ (0.04)
=========== ============== ===========
<CAPTION>
For the Year Ended December 31, 1998
----------------------------------------------
Common Net Loss Per
Net Loss Shares Common Share
------------ -------------- ----------------
<S> <C> <C> <C>
Basic EPS:
Net loss attributable to
common stock............... $ (1) 9,223,821 $ (0.00)
----------- -------------- -----------
Diluted EPS............... $ (1) 9,223,821 $ (0.00)
=========== ============== ===========
<CAPTION>
For the Six Months Ended June 30, 1999
----------------------------------------------
(unaudited)
Common Net Income Per
Net Income Shares Common Share
------------ -------------- ----------------
<S> <C> <C> <C>
Basic EPS:
Net income attributable to
common stock............... $ 1,158 21,757,402 $ 0.05
Effect of common stock
options.................... -- 613,480 --
----------- -------------- -----------
Diluted EPS............... $ 1,158 22,370,882 $ 0.05
=========== ============== ===========
</TABLE>

Diluted EPS for the years ended December 31, 1996 and 1998 and the six
months ended June 30, 1998 (unaudited) does not include the impact of common
stock options then outstanding, as the effect of their inclusion would be
anti-dilutive.

F-10
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

Stock-Based Compensation

In 1996, the Company adopted the provisions of SFAS No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), and elected to continue the
accounting set forth in Accounting Principles Board No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25") and to provide the necessary pro
forma disclosures as if the fair value method had been applied (Note 8).

Comprehensive Income

During 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income," which established standards for reporting and displaying comprehensive
income and its components in a financial statement that is displayed with the
same prominence as other financial statements. The components of comprehensive
income are as follows:

<TABLE>
<CAPTION>
For the Year Ended For the Six Months Ended
December 31, June 30,
---------------------- -------------------------
1996 1997 1998 1998 1999
------- ------ ------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Net income (loss)........ $ (254) $ 297 $ (1) $ (402) $ 1,158
Foreign currency
translation adjustment.. -- -- 4 -- (101)
------- ------ ----- ----------- ------------
Comprehensive income
(loss).............. $ (254) $ 297 $ 3 $ (402) $ 1,057
======= ====== ===== =========== ============
</TABLE>

Proposed Public Offering

In connection with its contemplated initial public offering of Common Stock,
the Company has incurred approximately $564 in registration-related costs that
are being deferred until the consummation of the offering, at which time they
will be charged against additional paid-in capital. If the offering is not
consummated, the deferred registration costs will be expensed. These amounts
are included in deferred registration costs and accrued expenses in the
accompanying consolidated balance sheet as of December 31, 1998 (Note 15).

New Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures About Segments of an Enterprise and Related Information."
This statement establishes standards for the way public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. The statement
also establishes standards for related disclosure about products and services,
geographic areas and major customers. The Company currently believes that it
operates in one segment and the adoption of SFAS No. 131 did not materially
affect the Company's current disclosure of geographic information (Note 10).

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities" ("SFAS 133"), which establishes accounting and reporting
standards of derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. This statement is
effective for all quarters of fiscal years beginning after June 15, 1999. The
Company does not expect the adoption of this standard to have a material effect
on the Company's results of consolidated operations, financial position or cash
flows.

F-11
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

In July 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
statement No. 133", which amends SFAS No. 133 to be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000.

Unaudited Financial Statements

The unaudited consolidated financial information included herein as of June
30, 1999 and for the six months ended June 30, 1998 and 1999 have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. In the opinion of the Company, these unaudited
consolidated financial statements reflect all adjustments necessary, consisting
of normal recurring adjustments, for a fair presentation of such data on a
basis consistent with that of the audited data presented herein. The
consolidated results for interim periods are not necessarily indicative of the
results expected for a full year.

Reclassifications

Certain prior period amounts have been reclassified to conform to the
current period presentation.

2. ACQUISITIONS

Avalanche Solutions, Inc. and Avalanche Systems, Inc.

In January 1998, the Company purchased a 66 2/3% ownership interest of a
newly formed corporation, Avalanche Solutions, Inc. ("Avalanche Solutions"). In
connection with this transaction, Avalanche Solutions acquired substantially
all of the assets of Avalanche Systems, Inc. ("Avalanche Systems") from Fleet
Bank National Association and Fleet Bank Capital Corporation in a foreclosure
sale. These assets were seized from Avalanche Systems, whose shareholders were
the founders and holders of the remaining 33 1/3% of the capital stock of
Avalanche Solutions. In April 1998, the founders of Avalanche Solutions
surrendered their aggregate 33 1/3% ownership interest in Avalanche Solutions
to the Company. The total cash consideration for all stock and net assets
acquired was approximately $1,294.

These acquisitions have been accounted for under the purchase method of
accounting and, accordingly, the purchase price has been allocated to the
tangible and intangible assets acquired and liabilities assumed on the basis of
their respective fair values on the respective acquisition dates. As a result
of these acquisitions, the Company has recorded goodwill of approximately $789,
which is the excess cost of net assets acquired and is being amortized over a
useful life of 20 years.

Furthermore, the Company entered into an employment agreement with one of
the former shareholders of Avalanche Solutions. The employment agreement has a
term through December 2001 and includes a signing bonus and base compensation.
In addition, this former shareholder received fully vested options to purchase
500,000 and 13,456 shares of Common Stock of the Company at an exercise price
of $1.00 and $10.00, respectively, per share. This former shareholder is an
executive officer of Razorfish. In December 1998, he exercised options to
purchase 500,000 shares of Common Stock for an aggregate purchase price of
$500. In the opinion of management, based upon a third-party valuation using
the Black-Scholes Option Pricing Model, the exercise price was deemed to be
lower than the fair market value per share of the Company's Common Stock at the
grant date and, as such, the Company recorded compensation expense of $1,865
for the year ended December 31, 1998.

CHBi Limited
In May 1998, the Company acquired all of the outstanding stock of London-
based CHBi Limited and, concurrently with the acquisition, CHBi Limited changed
its name to CHBi Razorfish Ltd. The Company paid

F-12
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

total cash consideration of approximately $2,028 for the purchase of CHBi
Limited. The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the purchase price has been allocated to the
tangible and intangible net assets acquired and liabilities assumed on the
basis of their respective fair values on the acquisition date. As a result of
this acquisition, the Company has recorded goodwill of approximately $1,972,
which is the excess cost of net assets acquired and is being amortized over a
useful life of 20 years. Furthermore, the CHBi Limited Purchase Agreement calls
for certain cash earn-out payments to the former shareholders based upon the
achievement of targeted operating performance of CHBi Razorfish Ltd. through
May 2001. No earn-out amounts have been earned to date. Future earn-out
payments, if any, will be recorded as additional purchase price and will result
in an adjustment to goodwill.

Plastic

In June 1998, the Company formed a subsidiary, Razorfish San Francisco, Inc.
("Razorfish San Francisco"), which acquired substantially all of the net assets
of Alpha Online, Inc. d/b/a Plasticweb and Plastic ("Plastic"). In
consideration for the net assets acquired, the Company paid approximately $686
in cash. The acquisition of the assets has been accounted for under the
purchase method of accounting and, accordingly, the purchase price has been
allocated to the tangible and intangible net assets acquired and liabilities
assumed on the basis of their respective fair values on the acquisition date.
As a result of this acquisition, the Company has recorded goodwill of
approximately $305, which is the excess cost of net assets acquired and is
being amortized over a useful life of 20 years. Furthermore, the Plastic
Purchase Agreement calls for certain cash earn-out payments to the former
shareholders based upon the achievement of targeted operating performance of
Razorfish San Francisco through December 2001. No earn-out amounts have been
earned to date. Future earn-out payments, if any, will be recorded as
additional purchase price and will result in an adjustment to goodwill.

<tag> Media

In July 1998, the Company formed a subsidiary, Razorfish Los Angeles, Inc.
("Razorfish Los Angeles"), which acquired substantially all of the net assets
of Titus Anspach Group, LLC d/b/a <tag> Media ("<tag> Media"). In consideration
for the net assets acquired, the Company paid approximately $256, in cash. The
acquisition of the assets has been accounted for under the purchase method of
accounting and, accordingly, the purchase price has been allocated to the
tangible and intangible assets acquired and liabilities assumed on the basis of
their respective fair values on the acquisition date. As a result of this
acquisition, the Company has recorded goodwill of approximately $223, which is
the excess cost of net assets acquired and is being amortized over a useful
life of 20 years. Furthermore, the <tag> Media Purchase Agreement calls for
certain cash earn-out payments to the former shareholders based upon the
achievement of targeted operating performance of Razorfish Los Angeles through
December 2001. No earn-out amounts have been earned to date. Future earn-out
payments, if any, will be recorded as additional purchase price and will result
in an adjustment to goodwill.

Sunbather

In October 1998, the Company acquired substantially all of the assets of
London-based Sunbather Limited ("Sunbather"), from an administrator appointed
for Sunbather. The net assets were acquired for cash consideration of
approximately $290. This acquisition has been accounted for under the purchase
method of accounting, and accordingly, the purchase price has been allocated to
the tangible and intangible assets acquired and liabilities assumed on the
basis of their respective fair values on the acquisition date. As a result of
this acquisition the Company recorded goodwill of approximately $272, which is
the excess cost of net assets acquired and is being amortized over a useful
life of 20 years.

F-13
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

The acquisitions described above were valued based on management's estimate
of the fair value of the net assets acquired at the date of acquisition. Costs
in excess of net assets acquired were recorded as intangible assets as follows:

<TABLE>
<CAPTION>
Avalanche Systems/ CHBi
Avalanche Solutions Limited Plastic <tag> Media Sunbather
------------------- ------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Accounts receivable..... $ 86 $ 463 $238 $-- $--
Fixed assets............ -- 44 133 33 18
Other assets............ 419 -- 10 -- --
Intangible assets....... 789 1,972 305 223 272
Current liabilities..... -- (451) -- -- --
------ ------ ---- ---- ----
Total purchase
price.............. $1,294 $2,028 $686 $256 $290
====== ====== ==== ==== ====
</TABLE>

Spray Network AB

In January 1999, the Company acquired all of the issued and outstanding
shares of capital stock of Spray Network AB ("Spray") from Spray Ventures AB
and Communicade Inc. ("Communicade", a wholly owned subsidiary of Omnicom
Group, Inc.) in exchange for an aggregate of 9,881,034 shares of the Company's
Common Stock and 50 shares of the Company's non-voting Class B Common Stock
(the "Spray Acquisition"). In addition, Communicade received an option to
purchase up to 10% of Razorfish common stock pursuant to a Stockholders
Agreement. The shares of Common Stock issued represented 50% of the shares of
the Company's Common Stock on a fully diluted basis immediately following the
Spray Acquisition. Immediately prior to this transaction, Communicade purchased
563 shares of Spray Network AB, which represented 20% of the outstanding shares
of Spray Network AB on a fully-diluted basis at the time of purchase, from
Spray Ventures AB and sold these shares to the Company in connection with the
Spray Acquisition.

In addition, simultaneously with the Spray Acquisition, Messrs. Dachis and
Kanarick, the founders of the Company, sold 363,636 shares of Common Stock to
Communicade, which represented 4% of the outstanding shares of Common Stock on
a fully-diluted basis at the time of purchase. In addition, the Company entered
into employment agreements with certain executives of Spray Network AB.

Pro forma results of operations

The following unaudited pro forma consolidated results of operations
reflects the results of operations for the years ended December 31, 1997 and
1998, as if the aforementioned acquisitions had occurred on January 1, 1997,
and after giving effect to purchase accounting adjustments. These pro forma
results have been prepared for comparative purposes only and do not purport to
be indicative of what operating results would have been had the acquisitions
actually taken place on January 1, 1997 and may not be indicative of future
operating results.

<TABLE>
<CAPTION>
Year Ended December 31, Six Months Ended June 30,
------------------------ --------------------------
1997 1998 1998 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Pro forma:
Revenues.............. $ 17,813 $ 30,974 $ 15,666 $ 27,793
Net (loss)............ (5,688) (4,175) (1,757) 937
Basic net (loss) per
share................ (0.27) (0.20) (0.09) 0.04
Diluted net (loss) per
share................ (0.27) (0.19) (0.09) 0.04
</TABLE>

F-14
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

3. RELATED PARTY TRANSACTIONS

Agreements with Omnicom

In September 1996, Omnicom Group, Inc. ("Omnicom") purchased an aggregate of
3,636,364 shares of Common Stock from Messrs. Dachis and Kanarick, for an
aggregate purchase price of $3,500 in cash in September 1996 and three
additional earn-out payments pursuant to the terms of a Stock Purchase
Agreement (the "Purchase Agreement"). The first two earn-out payments were paid
in February 1998 and January 1999 in the amounts of $1,300 and $600,
respectively, and the remaining payment of $1,700 is payable in March 1999. The
amount of the February 1998 and March 1999 payments are derived from
Razorfish's Annual Revenues (as defined in the Purchase Agreement) and profit
before taxation for the relevant year. The amount of the payment in January
1999 was the result of an adjustment made to the aggregate purchase price
pursuant to a side letter entered into between Messrs. Dachis and Kanarick and
Communicade (f/k/a JWL Associates Corp.). Simultaneously with the execution of
the Purchase Agreement, the Company entered into a Shareholders Agreement with
Communicade. The Shareholders Agreement restricted the transfer of shares of
Common Stock by the parties and provided that certain actions require the
consent of the Communicade appointed director. In addition, the Shareholders
Agreement also stipulated that Omnicom Finance Inc. ("Omnicom Finance") would
provide the Company with a line of credit for working capital purposes of up to
$2,000 and additional financing for the purpose of funding the Company's
acquisition of "new media companies," as defined, provided that Communicade
remained a shareholder of the Company. Both of these lines of credit were
available upon the execution of the Shareholders Agreement.

Amounts borrowed under the working capital line of credit bear no interest
on the first $1,000 of principal amount outstanding and thereafter bear
interest at the rate then charged by Omnicom Finance to its subsidiaries under
Omnicom Finance's cash management program, which was 6.85% and 6.00%,
respectively, as of December 31, 1997 and 1998. As the first $1,000 outstanding
under the working capital line of credit is non-interest bearing, the Company
has imputed interest on the outstanding amounts based upon a weighted average
imputed interest rate of 6.50%. As such, the Company recorded a charge to
interest expense and a capital contribution of approximately $65 for the year
ended December 31, 1998. Imputed interest in all previous periods was deemed to
be immaterial by the Company. The amounts due under the working capital line of
credit are repayable in full on the earlier of December 31, 2001 or upon the
closing of an initial public offering of the Company's Common Stock. All
outstanding amounts are secured by a priority lien on all of the Company's
assets.

The Company had $800 and $1,100 of the working capital line of credit
outstanding as of December 31, 1997 and 1998, respectively. In addition, the
Company had $1,000 and $3,900 of the acquisition funding outstanding as of
December 31, 1997 and 1998, respectively, in connection with the acquisition of
"new media companies." There were no amounts outstanding as of June 30, 1999
(unaudited). See Note 7 for the terms of the acquisition line of credit.

In connection with the Spray acquisition, the Shareholders Agreement
terminated and was replaced by a Stockholders Agreement. Pursuant to the terms
of the Stockholders Agreement, Omnicom Finance is to provide the working
capital line of credit and the acquisition line of credit to the Company on the
same terms and conditions as set forth in the Shareholders Agreement. The
principal under any loan under the acquisition line of credit is payable
quarterly in equal installments over a seven year period.

F-15
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

Communicade 10% Option

Pursuant to the Stockholders Agreement, in the event of an initial public
offering of the Company's Common Stock, Communicade had the right, but not the
obligation, to purchase from the Company up to such number of shares of Company
Common Stock as equalled 10% of the then issued and outstanding shares of
Razorfish's Common Stock on a fully diluted basis at the time the option was
exercised (the "Option Shares"). Communicade exercised the 10% option by
sending a written notice to the Company indicating its desire to purchase such
Option Shares in January 1999. If Communicade had not provided notice within a
specified time in accordance with the terms of the Stockholders Agreement, the
10% option would have terminated. Such Option Shares are restricted as to their
resale in accordance with the terms of the new Stockholders Agreement. (Note
14)

Razorfish Studios

The Company conducts business with Razorfish Studios ("Studios"). The
majority of Studios' common stock is owned by three of the majority
stockholders of the Company and certain of these stockholders also hold
executive positions at Studios. On October 17, 1997, the Company assigned to
Studios all of its right, title and interest in and to certain digital media
properties owned by the Company. The cost and fair value of such properties
were deemed to be immaterial by the Company's management and as such, there was
no material effect on the Company's consolidated financial statements as of and
for the year ended December 31, 1997.

The Company also provides certain overhead and administrative functions for
Studios for which the Company is reimbursed. In addition, the Company has
provided certain design and consulting services to Studios at discounted
billing rates. The total revenue earned was not material to the accompanying
consolidated statements of operations. Amounts owed to the Company from Studios
for services rendered, reimbursable expense and advances totaled $0, $601, and
$1,368, respectively, as of December 31, 1997, December 31, 1998 and June 30,
1999 (unaudited). The Company licenses the "Razorfish" trademark and symbol to
Studios pursuant to a trademark license agreement (the "Trademark License").
The Trademark License contains customary provisions giving the Company the
ability to control the use of the "Razorfish" trademark by Studios.

(unaudited) In August 1999, Razorfish entered into a Convertible Note
Purchase Agreement with Razorfish Studios pursuant to which Razorfish purchased
from Razorfish Studios a convertible promissory note (the "Note") in the
principal amount of Two Million Two Hundred and Fifty Thousand Dollars
($2,250,000). The Note matures on the earlier of (i) August 2, 2002, and (ii)
the date of closing of Razorfish Studios' first firm commitment underwritten
public offering pursuant to an effective Registration Statement under the
Securities Act of 1933. Razorfish Studios has agreed to pay interest on the
unpaid principal at the rate of six percent (6%) per annum. At Razorfish's
option, the Note may be converted into shares of Razorfish Studios common
stock, par value $.01, at the rate of one (1) share of Razorfish Studios common
stock per Three Dollars ($3.00) outstanding under the Note at the time of
Razorfish's conversion request. Razorfish may convert all or part of the
outstanding amount of principal and interest due on the Note. Messrs. Dachis
and Kanarick have guaranteed personally repayment of the Note.

Repurchase of Treasury Shares

In December 1998, the Company repurchased 500,000 shares of Common Stock
from two of the Company's principal stockholders, for $1.00 per share, pursuant
to an agreement between the Company and the stockholders. The resulting $500
due to the stockholders as of December 31, 1998, is non-interest bearing and is
due in full in March 1999.

F-16
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
December 31,
------------- June 30,
1997 1998 1999
----- ------ -----------
(unaudited)
<S> <C> <C> <C>
Computer equipment.......... $ 251 $ 636 $ 2,697
Equipment under capital
leases..................... 290 221 641
Furniture and fixtures...... 179 419 827
Leasehold improvements...... 34 382 1,375
----- ------ -------
Total property and
equipment.............. 754 1,658 5,540
Less--Accumulated
depreciation and
amortization............... (136) (472) (1,466)
----- ------ -------
Property and equipment,
net.................... $ 618 $1,186 $ 4,074
===== ====== =======
</TABLE>

Depreciation and amortization aggregated $27, $107 and $336, respectively,
for the three years ended December 31, 1998 and $994 for the six months ended
June 30, 1999 (unaudited).

5. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------ -----------
(unaudited)
<S> <C> <C>
Goodwill............................................ $3,562 $53,006
Customer Lists...................................... -- 7,600
Workforce........................................... -- 900
------ -------
Total intangible assets........................... 3,562 61,506
Less--Accumulated amortization................... (107) (1,740)
------ -------
Intangible assets, net.......................... $3,455 $59,766
====== =======
</TABLE>

Amortization aggregated $107 for the year ended December 31, 1998 and $1,633
for the six months ended June 30, 1999 (unaudited). The Company did not have
any intangible assets prior to January 1, 1998.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
December 31,
------------- June 30,
1997 1998 1999
------------- -----------
(unaudited)
<S> <C> <C> <C>
Accounts payable................................... $ 104 $ 874 $2,898
Accrued expenses................................... 76 269 6,393
Accrued professional fees.......................... 90 648 128
----- ------- ------
Total............................................ $ 270 $ 1,791 $9,419
===== ======= ======
</TABLE>

F-17
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

7. LONG-TERM DEBT

Long-term debt consists of acquisition borrowings from Omnicom in the
original principal amount of approximately $3,700. The loan is payable in equal
quarterly installments over a period of seven years and bears interest at
approximately 6.0% per annum.

Maturities of long-term debt outstanding as of December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
Year ended
December 31,
------------
<S> <C>
1999.................................................................. $1,782
2000.................................................................. 534
2001.................................................................. 534
2002.................................................................. 535
2003.................................................................. 535
Thereafter............................................................ 1,069
------
Total............................................................... $4,989
======
</TABLE>

8. INCOME TAXES

Income (loss) before taxes and the provision (benefit) for taxes on income
consisted of the amounts shown below:

<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
------------------ ------------------
1996 1997 1998 1998 1999
----- ----- ---- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Income (loss) before income taxes:
Domestic............................... $(311) $ 562 $175 $ (1,395) $ 2,579
International.......................... -- -- 279 408 792
----- ----- ---- -------- -------
$(311) $ 562 $454 $ (987) $ 3,371
===== ===== ==== ======== =======
Provision (benefit) for taxes on income:
Current--
Federal............................... $ (14) $(110) $ 42 $ 345 $ 1,500
State and local....................... (22) (72) 76 229 870
International......................... -- -- 95 24 87
Deferred--
Federal............................... (12) (349) 191 (710) (178)
State and local....................... (9) 796 51 (473) (66)
International......................... -- -- -- -- --
----- ----- ---- -------- -------
$ (57) $ 265 $455 $ (585) $ 2,213
===== ===== ==== ======== =======
</TABLE>

F-18
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

A reconciliation of the difference between the statutory U.S. Federal income
tax rate and the Company's effective tax rate follows:

<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
---------------------------- -----------------
1996 1997 1998 1998 1999
-------- ------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Statutory federal income tax
rate........................ (34.0)% 34.0% 34.0% 34.0% 34.0%
State and local taxes on
income, net of federal
income tax benefit.......... (6.6) 12.4 13.3 16.1 15.5
Effect on change from "S"
corp. ...................... 28.8 -- -- -- --
Disallowed expenses.......... -- -- 4.4 1.8 5.3
Incentive stock option
expense..................... -- -- 42.6 -- 1.1
Goodwill amortization........ -- -- 5.2 4.6 31.0
International Operations..... -- -- -- -- (34.0)
Other........................ (6.4) 0.7 0.7 2.8 1.8
-------- ------- -------- ------- --------
Effective rate............. (18.2)% 47.1% 100.2% 59.3% 54.7%
======== ======= ======== ======= ========
</TABLE>

The tax effects of temporary differences that give rise to a significant
portion of the deferred income tax assets (liabilities), net, are as follows:
<TABLE>
<CAPTION>
Year Ended Six Months
December 31, Ended June 30,
-------------- ----------------
1997 1998 1998 1999
------ ------ ------- -------
(unaudited)
<S> <C> <C> <C> <C>
Current deferred income tax assets
(liabilities), net:
Accrual to cash adjustments............... $ (467) $ (178) $ (112) $ (127)
Bad debts................................. -- 23 -- 64
Other..................................... -- 16 -- 14
Noncurrent deferred tax assets
(liabilities), net:
Stock options............................. 36 -- 960 --
Accrual to cash adjustment................ -- (534) (338) (381)
------ ------ ------- -------
Total deferred income taxes, net........ $ (431) $ (673) $ 510 $ (430)
====== ====== ======= =======
</TABLE>

Deferred income taxes are provided for the temporary difference between the
financial reporting basis and tax basis of the Company's assets and
liabilities. Deferred tax assets result principally from recording certain
expenses in the financial statements, which are not currently deductible for
tax purposes and differences between the tax and book basis of assets and
liabilities recorded in connection with the acquisitions. Deferred tax
liabilities result principally from expenses which are currently deductible for
tax purposes, but have not yet been expensed in the financial statements.

The Company has concluded that it is probable that it will be able to
realize these net deferred tax assets in future periods. In addition, the
company has net operating losses of approximately $200 which will expire at the
end of 2018.

On September 18, 1996, pursuant to a Shareholders Agreement (Note 3), the
Company's "S" corporation status was terminated and the Company began
operations as a "C" corporation. Accordingly, the Company became subject to
federal and state income taxes and the retained deficit of the Company was
transferred to additional paid-in capital. During the period from January 1,
1996 to September 18, 1996, the net loss incurred was $181. For the period from
September 19, 1996 to December 31, 1996, the net loss incurred was $74.

F-19
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

As described above, the Company began operations as a "C" corporation on
September 18, 1996. The following unaudited pro forma income tax information
has been determined as if the Company operated as a "C" corporation from its
inception, without contemplating any applicable tax laws related to the
utilization of net operating losses. No pro forma income tax provision is
presented for the year ended December 31, 1997 and 1998 as the Company was
operating as a "C" corporation during those periods.

<TABLE>
<CAPTION>
Year Ended
December 31,
1996
------------
<S> <C>
Federal tax (benefit) at statutory rate......................... $(106)
State income taxes, net of Federal benefit...................... (28)
-----
$(134)
=====
</TABLE>

Certain goodwill related to international acquisitions may be deemed
nondeductible under Internal Revenue Service Regulations.

9. STOCKHOLDERS' EQUITY

Common Shares

In connection with 1-for-2 reverse stock split effected in March 1999, the
Board of Directors authorized 30,000,000 shares of common stock, of which
29,999,950 shares have been designated as Class A Common Stock and 50 shares
have been designated as Class B Common Stock. There were 9,156,819 and
9,223,821 shares of Class A Common Stock issued and outstanding as of December
31, 1997 and 1998, respectively. No shares of Class B Common Stock were issued
as of December 31, 1997 or 1998.

On September 16, 1996, the founders of the Company entered into a Stock
Purchase Agreement with Communicade pursuant to which they sold an aggregate of
3,636,364 shares of Common Stock to Communicade. Communicade made a cash
contribution of $500 to the Company without the issuance of any shares of
capital stock to it by the Company.

On February 24, 1997, the Company issued an aggregate of 65,913 shares of
Common Stock to seven employees pursuant to the terms of the Company's 1997
Stock Option and Incentive Plan, as amended (the "1997 Stock Option Plan"), and
Stock Grant Agreements entered into by the Company and each such employee. The
Company issued the shares in consideration for services rendered to the Company
by such employees and as such, the Company recorded compensation expense of $13
for the year ended December 31, 1997, based upon a third-party valuation of the
fair market value of the Company's Common Stock. Each Stock Grant Agreement
also provided that each of the employees enter into a Stock Restriction
Agreement with the Company. The Stock Restriction Agreement provides that the
holder of the shares of Common Stock will not sell, assign, pledge or otherwise
transfer the shares without the written consent of the Company. In addition,
the Company has a right of first refusal to purchase any shares of Common Stock
that the holder desires to sell.

Stock Splits

On February 24, 1997, the Board of Directors authorized a 30,000-for-1 stock
split of the Company's Common Stock and changed the par value to $0.01 per
share. On April 30, 1998, the Board of Directors authorized a 1.515151-for-1
stock split of the Company's Common Stock. On December 14, 1998 the Board of
Directors authorized a 2-for-1 stock split of the Company's issued Common
Stock. On March 4, 1999, the

F-20
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

Board of Directors authorized a 1-for-2 reverse stock split of the Company's
issued Common Stock and Common Stock Options under the 1997 Plan and 1999 Plan
and changed the authorized share capital to 40,000,000 (10,000,000 preferred,
29,999,950 Class A Common and 50 Class B Common). In connection with the split,
each holder of the Company's Common Stock Options amended their respective
option agreement to waive their right to have their options split effected
under this stock split and the Company obtained the consent of the holders of
substantially all of the Company's Common Stock Options for the reverse stock
split. All references in the accompanying consolidated financial statements and
footnotes have been retroactively restated to give effect to these stock
splits.

Stock Options

Under the terms of the 1997 Stock Option Plan 1,172,548 shares of common
stock of the Company have been reserved for:

a. incentive stock options;

b. non-qualified stock options (incentive and non-qualified stock options
are collectively referred to as "Options");

c. restricted stock; or

d. any combination thereof.

Awards may be granted to such directors, employees and consultants of the
Company (collectively "Key Persons") as the Board of Directors shall in its
discretion select. Only employees of the Company are eligible to receive grants
of incentive stock options.

Options granted under the Stock Option Plan typically vest annually over a
three-year period and expire ten years from the date of grant.

The Company accounts for the Stock Option Plan under APB Opinion No. 25 and,
accordingly, compensation expense of $65, $1,940, $1,700, and $54, has only
been recognized for stock options granted below fair market value for the years
ended December 31, 1997 and December 31, 1998 and the six months ended June 30,
1998 and June 30, 1999 (unaudited), respectively, in the accompanying
consolidated financial statements. No options were granted prior to 1997.

Had compensation for the 1997 Stock Option Plan been determined consistent
with the provisions of SFAS No. 123, the effect on the Company's net income
(loss) and basic and diluted net income (loss) per share would have been
changed to the following pro forma amounts:

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Net income (loss), as reported.............................. $ 297 $ (1)
Net loss, pro forma......................................... (1,128) (2,068)
Basic income (loss) per share, as reported.................. 0.03 (0.00)
Basic loss per share, pro forma............................. (0.12) (0.23)
Diluted income (loss) per share, as reported................ 0.03 (0.00)
Diluted loss per share, pro forma........................... (0.11) (0.21)
</TABLE>

F-21
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

A summary of the status of the 1997 Stock Option Plan as of and for the year
ended December 31, 1998 and December 31, 1997 is as follows:

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1997 1998
---------------------- ----------------------
Weighted Weighted
Average Average
Shares Exercise Price Shares Exercise Price
------- -------------- ------- --------------
<S> <C> <C> <C> <C>
Shares under option,
beginning of period......... -- $ 1.00 456,795 $ 1.00
Options granted.............. 456,795 1.00 486,661 3.22
Options exercised............ -- 0.00 283,501 1.00
Shares under option, end of
period...................... 456,795 1.00 659,955 2.64
Options exercisable at end of
period...................... -- 0.00 132,161 1.00
Weighted average fair value
of options granted.......... -- 0.50 -- 2.71
</TABLE>

The fair market value of each option grant has been estimated on the date of
grant using the Black-Scholes Option Pricing Model with the following
assumptions:

<TABLE>
<CAPTION>
Year Ended
December 31,
---------------
1997 1998
------- -------
<S> <C> <C>
Expected option lives........................................ 5 years 5 years
Risk free interest rates..................................... 5.88% 4.98%
Expected volatility.......................................... 83.9% 87.2%
Dividend yield............................................... -- --
</TABLE>

The following table summarizes information about options outstanding and
options exercisable as of December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------- --------------------
Weighted
Shares Average Weighted Shares Weighted
Subject to Remaining Average Subject to Average
Outstanding Contractual Exercise Exercisable Exercise
Range of Exercise Price Options Life Price Options Price
----------------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$1.00................... 331,974 8 years $1.00 88,441 $ 1.00
1.00................... 205,900 9 years 1.04 30,264 1.00
1.00 to 10.00.......... 122,081 10 years 9.78 13,456 10.00
------- -------
659,955 132,161
======= =======
</TABLE>

10. GEOGRAPHIC INFORMATION

The Company began operations outside of the United States during the year
ended December 31, 1998 through its acquisition of CHBi Limited. A summary of
the Company's operations by geographical area as of and for the year ended
December 31, 1998 is presented below:

<TABLE>
<CAPTION>
United States International Consolidated
------------- ------------- ------------
<S> <C> <C> <C>
Revenues............................ $12,143 $1,700 $13,843
Operating profit (loss)............. 416 279 695
Net income (loss)................... (185) 184 (1)
Identifiable assets................. 10,852 1,233 12,085
</TABLE>

F-22
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

The Company also began operations in Sweden, Germany, Finland, and Norway in
January, 1999, through its acquisition of Spray. A summary of the Company's
operations by geographical area as of and for the six months ended June 30,
1999 (unaudited) is presented below:

<TABLE>
<CAPTION>
United States International Consolidated
------------- ------------- ------------
<S> <C> <C> <C>
Revenues........................... $ 13,986 $13,424 $ 27,410
Operating profit................... 1,897 865 2,762
Net income......................... 453 705 1,158
Identifiable assets................ 131,762 13,818 145,580
</TABLE>

11. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company is committed under operating leases principally for office space
and equipment. Certain leases are subject to rent reviews and require payment
of expenses under escalation clauses. Rent expense and equipment rental were
$86, $185 and $730, respectively, for the three years ended December 31, 1998.
Future minimum base rents under terms of noncancellable operating leases,
reduced by rents to be received from existing noncancellable subleases as of
December 31, 1998, are as follows:

<TABLE>
<CAPTION>
Rental Rental Net Rent
Payments Income Expense
-------- ------ --------
<S> <C> <C> <C>
Year Ending December 31:
1999.............................................. $ 910 $265 $645
2000.............................................. 1,032 265 767
2001.............................................. 977 265 712
2002.............................................. 413 265 148
2003.............................................. 379 265 114
Thereafter........................................ 1,500 839 661
</TABLE>

Employment Agreements

From September 1996 through July 1998, the Company entered into various
employment agreements with certain senior executives, the expirations of which
extend through 2001. The aggregate minimum base salaries under these agreements
are approximately $1,041 for each of the years ended December 31, 1999, 2000
and 2001, respectively, for those agreements with terms in excess of one year
at December 31, 1998.

In January 1999, the Company entered into various employment agreements with
certain senior executives of Spray Network AB, the expirations of which extend
through December 31, 2001. The aggregate minimum base salaries under these
agreements are approximately $435 for each of the years ended December 31,
1999, 2000 and 2001.

Litigation

The Company from time to time becomes involved in various routine legal
proceedings in the ordinary course of its business. The Company believes that
the outcome of all pending legal proceedings and unasserted claims in the
aggregate will not have a material adverse effect on its consolidated results
of operations, consolidated financial position or liquidity.

F-23
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

12. CAPITAL LEASE OBLIGATIONS

At December 31, 1998 the Company was committed under capital leases,
principally for computer equipment and office equipment. The assets and
liabilities under the capital leases are recorded at the lower of the present
value of minimum lease payments or the fair market value of the assets. The
assets are depreciated over their estimated useful lives. The interest rate on
the capital leases ranges from 11.5% to 16.7%.

Future minimum payments under the lease agreement are as follows:

<TABLE>
<S> <C>
Year Ending December 31:
1999.................................................................. $51
2000.................................................................. 6
---
Total minimum lease payments........................................ 57
Less--
Amounts representing interest....................................... 4
Current portion..................................................... 47
---
Long term portion................................................. $ 6
===
</TABLE>

13. EMPLOYEE BENEFIT PLAN

The Company has a defined contribution plan covering all of its eligible
employees in the United States. The Plan was effective from January 1, 1998 and
is qualified under Section 401(k) of the Internal Revenue Code of 1986.
Employees may begin participation on monthly enrollment dates provided that
they have reached 18 years of age and three months of service. The Company may
make matching and/or profit sharing contributions to the Plan at its
discretion. There is no contribution expense for the year ended December 31,
1998.

14. SUBSEQUENT EVENTS

In January 1999, the Company acquired all of the issued and outstanding
shares of capital stock of Spray Network AB from Spray Ventures AB and
Communicade in exchange for an aggregate of 9,881,034 shares of Razorfish
Common Stock and 50 shares of Razorfish non-voting Class B Common Stock. The
shares of Common Stock issued represented 50% of the shares of Razorfish Common
Stock on a fully diluted basis immediately following the Spray Acquisition.
(Note 2).

In January 1999, the Company sent notice to Omnicom that it was
substantially prepared to make the initial filing of the Registration Statement
with the Securities and Exchange Commission in connection with an initial
public offering of its Common Stock. Omnicom Group, Inc. sent a written notice
to the Company indicating its desire to exercise its option to purchase 10% of
the then-issued and outstanding shares of Common Stock. As such, the Company
issued 1,976,810 shares of common stock for total proceeds of approximately
$15,814,000. The purchase price paid by Communicade in connection with the
exercise of this option was based on a 20% discount from an assumed offering
price of $10.00 per share (or $8.00 per share). The Company recorded the fair
value of the 10% option as additional purchase price consideration for the
Spray acquisition based upon a fair market value of $2.00 per option to
purchase one share of Common Stock using the Black-Scholes Option Pricing
Model. This resulted in additional goodwill of $3,953,619.

In March 1999, the Company's Board of Directors adopted and the Company's
stockholders approved a stock incentive plan. The 1999 Stock Incentive Plan
(the "1999 Stock Incentive Plan"), provides for the issuance of a total of up
to 922,327 shares of Common Stock. Generally, shares subject to an award that
remain

F-24
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(In thousands, except share and per share data)

unissued upon expiration, cancellation or forfeiture of the award are available
for other awards under the 1999 Stock Incentive Plan.

The Company is pursuing an initial public offering of its Class A Common
Stock. The offering contemplates the sale of 3,000,000 shares of Common Stock
at an offering price of $16.00 before taking into account applicable
underwriting commissions and offering expenses.

15. EVENTS OCCURRING SUBSEQUENT TO THE DATE OF THE AUDITORS' REPORT (UNAUDITED)

In April 1999, Communicade paid the Company $9,489, representing the
difference between the amount paid by Communicade for the 10% option and the
amount payable based on a discount of 20% from the $16.00 per share Offering
Price.

Initial Public Offering

On April 30, 1999, the Company closed its initial public offering (the
"Offering") and sold an aggregate of 3,450,000 shares (including 450,000 shares
subject to the underwriters' over-allotment option) of the Company's Common
Stock to the public. All of the shares of Common Stock sold in the Offering
were sold by the Company. Net proceeds to the Company were $48,322, after
deducting underwriting discounts and commissions and expenses payable by the
Company in connection with the Offering. The Company used a portion of the net
proceeds from the Offering to repay all outstanding amounts owed by the Company
to Omnicom under the lines of credit provided by Omnicom.

Electrokinetics, Inc.

In June 1999, the Company acquired substantially all of the assets of the
New York-based company, Electrokinetics, Inc. In consideration for the assets
acquired, the Company paid approximately $847 in cash. In addition, the Company
entered into employment agreements with certain executives of Electrokinetics,
Inc.

Razorfish AB Subsidiaries

In the second quarter of 1999, the Company purchased the remaining 15% of
Razorfish Oy, its Finnish subsidiary, approximately 24% of Razorfish AG, its
German subsidiary, and 15% of Razorfish AS for a total of $1,370 and a grant of
60,000 stock options with an exercise price equal to the fair market value of
the Company's Class A Common Stock on the date of the grant. In the Razorfish
AS purchase, the Company also agreed to repay certain capital contributions and
loans over the next three years.

Fuel, Inc./Tonga, Inc.

On September 16, 1999, the Company acquired all of the outstanding stock of
Los Angeles-based Fuel, Inc. and Tonga, Inc. Under the terms of the
acquisition, the Company issued 656,000 shares of its Common Stock and paid
$750 in cash to Fuel and Tonga's sole shareholder in exchange for the entire
equity interest in Fuel and Tonga. The Fuel and Tonga acquisition agreement
calls for a stock or cash earn-out payment to the former shareholder based upon
the achievement of certain revenue levels for 1999.

International Integration, Inc.

On August 10, 1999, the Company announced that it had signed a definitive
agreement to merge with Cambridge-based International Integration, Inc., ("i--
Cube"). Each share or share option of i-Cube will be exchanged for 0.875 of a
share of Razorfish, Inc.

F-25
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the shareholder of

Fuel, Inc. and Tonga, Inc. and to

the shareholders of Razorfish, Inc.:

We have audited the accompanying combined balance sheets of Fuel, Inc. and
Tonga, Inc. as of December 31, 1998 and 1997, and the related combined
statements of income and retained earnings (accumulated deficit), and cash
flows for the years then ended. These financial statements are the
responsibility of the Companies' management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Fuel, Inc. and
Tonga, Inc. as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Los Angeles, California

July 14, 1999

F-26
<PAGE>

FUEL, INC. AND TONGA, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31, June 30,
-------------------- -----------
1997 1998 1999
-------- ---------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash....................................... $ 49,000 $ 53,000 $ 104,000
Accounts receivable, net of allowance
of $0 in 1997 and $34,000 at December 31,
1998 and June 30, 1999 (unaudited),
respectively.............. ............... 295,000 1,002,000 323,000
Cost in excess of billing on uncompleted
contracts................................. -- -- 151,000
Prepaid expenses and other assets.......... -- 16,000 29,000
-------- ---------- ----------
Total current assets..................... 344,000 1,071,000 607,000
-------- ---------- ----------
PROPERTY AND EQUIPMENT:
Production computers and software.......... 145,000 421,000 434,000
Production equipment....................... 176,000 225,000 228,000
Furniture, fixtures and office equipment... 51,000 150,000 163,000
Leasehold improvements..................... 126,000 257,000 258,000
-------- ---------- ----------
498,000 1,053,000 1,083,000
Less: Accumulated depreciation and
amortization............................ (248,000) (359,000) (458,000)
-------- ---------- ----------
250,000 694,000 625,000
-------- ---------- ----------
OTHER ASSETS................................. 13,000 13,000 13,000
-------- ---------- ----------
$607,000 $1,778,000 $1,245,000
======== ========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Line of credit............................. $ 75,000 $ -- $ --
Current portion of capital lease
obligations............................... 23,000 65,000 42,000
Accounts payable........................... 107,000 611,000 328,000
Accrued liabilities........................ 84,000 223,000 293,000
Deferred revenue........................... 33,000 329,000 --
Deferred rent.............................. 18,000 64,000 74,000
-------- ---------- ----------
Total current liabilities................ 340,000 1,292,000 737,000
-------- ---------- ----------
CAPITAL LEASE OBLIGATIONS, net of current
portion..................................... 15,000 165,000 152,000
-------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 4)
SHAREHOLDER'S EQUITY:
Common stock, no par value:
Authorized--10,000 shares at December 31,
1997 and 11,000 shares at December 31,
1998 and June 30, 1999 (unaudited),
respectively
Issued and outstanding--200 shares at
December 31, 1997 and 300 shares at
December 31, 1998 and June 30, 1999
(unaudited), respectively............... 2,000 2,000 2,000
Additional paid-in capital................. 124,000 124,000 124,000
Retaining earnings......................... 126,000 195,000 230,000
-------- ---------- ----------
$607,000 $1,778,000 $1,245,000
======== ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined balance sheets.

F-27
<PAGE>

FUEL, INC. AND TONGA, INC.

COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS

(ACCUMULATED DEFICIT)

<TABLE>
<CAPTION>
For the Year Ended For the Six Months
December 31, Ended June 30,
---------------------- ----------------------
1997 1998 1998 1999
---------- ---------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C>
REVENUE....................... $2,454,000 $5,351,000 $1,274,000 $2,797,000
EXPENSES:
Costs of project personnel
and other direct costs..... 1,398,000 3,573,000 801,000 1,586,000
General and administrative
expenses................... 651,000 1,225,000 357,000 883,000
Selling and marketing
expenses................... 160,000 282,000 121,000 161,000
---------- ---------- ---------- ----------
2,209,000 5,080,000 1,278,000 2,630,000
---------- ---------- ---------- ----------
Operating income (loss)... 245,000 271,000 (4,000) 167,000
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense............ (11,000) (20,000) -- (10,000)
Other income................ 5,000 16,000 -- --
---------- ---------- ---------- ----------
(6,000) (4,000) -- (10,000)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES............. 239,000 267,000 (4,000) 157,000
PROVISION FOR INCOME TAXES.... 4,000 8,000 -- --
---------- ---------- ---------- ----------
NET INCOME (LOSS)............. 235,000 259,000 (4,000) 157,000
RETAINED EARNINGS (ACCUMULATED
DEFICIT), beginning of
period....................... (24,000) 126,000 126,000 195,000
DISTRIBUTIONS TO SHAREHOLDER.. (85,000) (190,000) (48,000) (122,000)
---------- ---------- ---------- ----------
RETAINED EARNINGS, end of
period....................... $ 126,000 $ 195,000 $ 74,000 $ 230,000
========== ========== ========== ==========
</TABLE>

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

F-28
<PAGE>

FUEL, INC. AND TONGA, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years Ended For the Six Months
December 31, Ended June 30,
-------------------- -------------------
1997 1998 1998 1999
--------- --------- --------- --------
(unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss)................. $ 235,000 $ 259,000 $ (3,000) $157,000
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Depreciation and amortization... 208,000 111,000 -- 99,000
Provision for doubtful
accounts....................... -- 34,000 -- --
Changes in assets and liabilities:
Accounts receivable............. (187,000) (741,000) 59,000 679,000
Prepaid expenses and other
assets......................... (8,000) (16,000) (1,000) (13,000)
Costs in excess of billings..... -- -- -- (151,000)
Accounts payable................ 91,000 504,000 63,000 (283,000)
Accrued liabilities............. 15,000 139,000 2,000 43,000
Deferred revenue................ (23,000) 296,000 211,000 (329,000)
Deferred rent................... 18,000 46,000 -- 10,000
--------- --------- --------- --------
Net cash provided by operating
activities................... 349,000 632,000 331,000 212,000
--------- --------- --------- --------
CASH USED IN INVESTING ACTIVITIES--
Purchases of property and
equipment........................ (276,000) (256,000) (160,000) (30,000)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments under capital lease
obligations...................... (18,000) (107,000) -- (36,000)
(Repayment of) proceeds from line
of credit........................ 75,000 (75,000) (75,000) --
Distributions to shareholder...... (85,000) (190,000) (48,000) (95,000)
--------- --------- --------- --------
Net cash used in financing
activities................... (28,000) (372,000) (123,000) 131,000
--------- --------- --------- --------
NET INCREASE IN CASH................ 45,000 4,000 48,000 51,000
CASH, beginning of year............. 4,000 49,000 49,000 53,000
--------- --------- --------- --------
CASH, end of year................... $ 49,000 $ 53,000 $ 97,000 $104,000
========= ========= ========= ========
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
DIVIDENDS DECLARED BUT NOT PAID... $ -- $ -- $ -- $ 27,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
CASH PAID DURING THE YEAR FOR
INTEREST......................... $ 11,000 $ 20,000 $ 1,000 $ 13,000
CASH PAID DURING THE YEAR FOR
INCOME TAXES..................... $ 1,000 $ 8,000 $ 2,000 $ 12,000
</TABLE>

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

F-29
<PAGE>

FUEL, INC. AND TONGA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND LINE OF BUSINESS

Fuel, Inc. was incorporated on August 8, 1996 and Tonga, Inc. was
incorporated on July 15, 1998, both in the State of California. The
accompanying financial statements as of and for the year ended December 31,
1998, include the combined results of Fuel, Inc. for the entire year and Tonga,
Inc. from inception (July 15, 1998) through December 31, 1998, and the
financial statements as of and for the year ended December 31, 1997 include the
results of Fuel, Inc. All intercompany transactions have been eliminated.
Hereafter, Fuel, Inc. and Tonga, Inc. are collectively referred to as the
Companies. All shares of common stock of the Companies are owned by one
shareholder.

The Companies are engaged in the production of commercials, theatrical
promotions and network broadcast design.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Companies recognize revenue using the percentage of completion method.
All revenue attributable to a job is recorded based on the percentage of costs
incurred to total anticipated costs. Billings in excess of recognizable amounts
are deferred until such time that recognition is appropriate. When the costs
associated with a particular job are estimated to be greater than the
associated revenue, the Companies record a provision for the total anticipated
loss.

Basis of Presentation

The financial statements for the interim periods included herein are
unaudited; however, they contain all adjustments which, in the opinion of
management, are necessary to present fairly the financial position of Fuel,
Inc. and Tonga, Inc. (the "Company") at June 30, 1999, and the statements of
income and cash flows for the six month periods ended June 30, 1999 and 1998.
All such adjustments are of a normal recurring nature. Accounting measurements
at interim dates inherently involve greater reliance on estimates than at year
end, thus the results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year.

Use of Estimates

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

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation
and amortization, which is computed on a double-declining balance basis over
three to seven years. Leasehold improvements are amortized over the term of the
lease using the modified accelerated cost recovery system method.

Income Taxes

The Companies have elected to be taxed as Subchapter S corporations for both
Federal and California income tax purposes. The Subchapter S corporation
provisions of the Internal Revenue Code require that

F-30
<PAGE>

FUEL, INC. AND TONGA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Federal corporate earnings flow through and be taxed solely at the shareholder
level. Under the provisions of California franchise tax law, Subchapter S
corporation earnings are assessed a 1.5 percent surtax at the corporate level,
and then flow through to be taxed at the shareholder level. Accordingly, income
tax expense of $8,000 and $4,000 for the years ended December 31, 1998 and
1997, respectively represents state income taxes.

The Companies provide for income taxes using the liability method in
accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes." Under SFAS No. 109, deferred income tax assets
or liabilities are computed based on the temporary difference between the
financial statement and income tax bases of assets and liabilities using the
currently enacted marginal income tax rate. Deferred income tax expenses or
credits are based on the changes in the deferred income tax assets or
liabilities from period to period.

Under SFAS No. 109, deferred tax assets may be recognized for temporary
differences that will result in deductible amounts in future periods and for
loss carryforwards. Realization of the net deferred tax assets is dependent on
generating sufficient taxable income during the periods in which temporary
differences will reverse. At December 31, 1998 and 1997 deferred income taxes
were not material.

Concentration of Risk

Financial instruments that potentially subject the Company to credit risk
consist primarily of accounts receivable. The Companies' two largest customers
accounted for approximately 52 and 51 percent of combined accounts receivable
in 1998 and in 1997, respectively. In 1998, one customer represented 27 percent
of the Companies' combined total revenue. In 1997, two customers collectively
accounted for approximately 23 percent of total revenue.

Statements of Cash Flow

During 1998, the Companies acquired a fixed asset under a capital lease
agreement for $229,000. During 1997, the sole shareholder contributed fixed
assets in the amount of $124,000 to the Company.

Deferred Rent

The Companies have entered into lease agreements that contain predetermined
fixed escalations of the minimum rental payments during the initial term. For
these leases, the Companies recognize the related rental expense on a straight-
line basis.

3. BANK BORROWINGS

During 1997, Fuel Inc. entered into a line of credit agreement with a bank
to borrow $100,000. As of December 31, 1997 there was $75,000 outstanding under
the agreement. During 1998, the entire amount was paid in full and subsequent
to the payment, the credit facility expired and was not renewed.

F-31
<PAGE>

FUEL, INC. AND TONGA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Concluded)

4. COMMITMENTS AND CONTINGENCIES

The Companies lease their premises under an operating lease agreement
through September 2007. The Companies are also obligated under capital lease
agreements for certain property and equipment. Future minimum lease payments
under these agreements are as follows:

<TABLE>
<CAPTION>
Capital Operating
Year ending December 31, Leases Lease Total
------------------------ -------- ---------- ----------
<S> <C> <C> <C>
1999...................................... $ 84,000 $ 156,000 $ 240,000
2000...................................... 68,000 173,000 241,000
2001...................................... 68,000 179,000 247,000
2002...................................... 53,000 154,000 207,000
2003...................................... -- 193,000 193,000
Thereafter................................ -- 756,000 756,000
-------- ---------- ----------
273,000 $1,611,000 $1,884,000
========== ==========
Less--Amount representing interest.......... (43,000)
--------
Present value of minimum lease payments..... 230,000
Less--Current portion....................... (65,000)
--------
$165,000
========
</TABLE>

Rent expense was $87,000, $118,000, $53,000 and $89,000 for the years ended
December 31, 1997 and 1998 and for the six months ended June 30, 1998
(unaudited) and 1999 (unaudited), respectively.

The Companies are involved in various claims and lawsuits arising in the
normal course of business. Management believes that the ultimate resolution of
all such matters will not have a material effect on the accompanying combined
financial statements.

5. SHAREHOLDER'S EQUITY

The following are statements of shareholder's equity for Fuel, Inc. and
Tonga, Inc. for the years ended December 31, 1998 and 1997:

<TABLE>
<CAPTION>
Fuel, Inc. Tonga, Inc.
------------------------------------- ----------------------
Retained
Number Additional Earnings Number
of Common Paid-In (Accumulated of Common Retained
Shares Stock Capital Deficit) Shares Stock Earnings
------ ------ ---------- ------------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1996...... 200 $2,000 $ -- $(24,000) -- $ -- $ --
Distributions to
shareholder............ -- -- -- (85,000) -- -- --
Capital contribution by
shareholder............ -- -- 124,000 -- -- -- --
Net income.............. -- -- -- 235,000 -- -- --
--- ------ -------- -------- --- ----- --------
BALANCE,
December 31, 1997...... 200 2,000 124,000 126,000 -- -- --
Distributions to
shareholder............ -- -- -- (147,000) -- -- (43,000)
Issuance of common
stock.................. -- -- -- -- 100 -- --
Net income.............. -- -- -- 80,000 -- -- 179,000
--- ------ -------- -------- --- ----- --------
BALANCE,
December 31, 1998...... 200 $2,000 $124,000 $ 59,000 100 $ -- $136,000
=== ====== ======== ======== === ===== ========
</TABLE>

6. SUBSEQUENT EVENTS (UNAUDITED)

On September 16, 1999, Razorfish, Inc. acquired Fuel, Inc. and Tonga, Inc.
Under the terms of the acquisition Razorfish issued up to 656,000 shares of its
common stock and gave $750,000 in cash to the sole shareholder of the Companies
in exchange for his entire equity interest in Fuel, Inc. and Tonga, Inc. A
further contingent payment in shares or cash will be made in fiscal 2000 based
upon combined revenues for fiscal 1999. The acquisition will be accounted for
under the purchase method of accounting.

F-32
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Spray Network AB:

We have audited the accompanying consolidated balance sheets of Spray
Network AB (a Kingdom of Sweden corporation) and subsidiaries as of December
31, 1997 and 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for the three years ended December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Spray Network AB and
subsidiaries as of December 31, 1997 and 1998, and the results of their
operations and their cash flows for the three years ended December 31, 1998, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

New York, New York
March 5, 1999

F-33
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(000's omitted, except share amounts and per share data)

<TABLE>
<CAPTION>
December 31,
---------------
1997 1998
------ -------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 581 $ 907
Accounts receivable, net of allowance for doubtful accounts
of $0 and $24, respectively................................ 996 1,725
Unbilled charges............................................ 583 712
Prepaid expenses and other current assets................... 241 534
------ -------
Total current assets...................................... 2,401 3,878
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$302 and $493, respectively.................................. 1,015 1,436
INTANGIBLES AND OTHER ASSETS.................................. 1,248 1,513
------ -------
Total assets.............................................. $4,664 $ 6,827
====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $ 559 $ 1,207
Accrued expenses............................................ 583 1,647
Income taxes payable........................................ 136 --
Related party debt.......................................... 481 1,583
Current portion of long-term debt........................... 16 16
Other current liabilities................................... 772 1,231
------ -------
Total current liabilities................................. 2,547 5,684
------ -------
NON-CURRENT LIABILITIES:
Deferred tax liabilities.................................... 6 --
Long-term debt.............................................. 45 24
Minority interest........................................... 88 71
Other non-current liabilities............................... 361 212
------ -------
Total non-current liabilities............................. 500 307
------ -------
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY:
Common stock, $13 par value, 8,000 shares authorized, 2,278
and 2,815 shares issued and outstanding at December 31,
1997 and 1998, respectively................................ 32 37
Additional paid-in capital.................................. 2,360 3,492
Cumulative foreign currency translation adjustments......... (68) (112)
(Accumulated deficit)....................................... (707) (2,581)
------ -------
Total stockholders' equity................................ 1,617 836
------ -------
Total liabilities and stockholders' equity................ $4,664 $ 6,827
====== =======
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-34
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(000's omitted)

<TABLE>
<CAPTION>
For the Year Ended
December 31,
----------------------
1996 1997 1998
------ ------ -------
<S> <C> <C> <C>
REVENUES............................................... $5,319 $7,818 $15,402
PROJECT PERSONNEL COSTS................................ 3,631 5,480 8,879
------ ------ -------
Gross profit......................................... 1,688 2,338 6,523
SALES AND MARKETING.................................... 350 395 757
GENERAL AND ADMINISTRATIVE............................. 1,016 2,743 6,995
AMORTIZATION OF GOODWILL............................... -- 89 331
------ ------ -------
Income (loss) from operations........................ 322 (889) (1,560)
INTEREST INCOME (EXPENSE), net......................... -- 84 (235)
------ ------ -------
Income (loss) before minority interest and income
taxes............................................... 322 (805) (1,795)
MINORITY INTEREST...................................... -- 88 319
------ ------ -------
Income (loss) before provision (benefit) income
taxes............................................... 322 (717) (1,476)
PROVISION (BENEFIT) FOR INCOME TAXES................... 241 (24) --
------ ------ -------
Net income (loss).................................... $ 81 $ (693) $(1,476)
====== ====== =======
</TABLE>

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

F-35
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(000's omitted, except share amounts)

<TABLE>
<CAPTION>
Cumulative Retained
Common Stock Additional Foreign Earnings Total
------------- Paid-in Currency (Accumulated Stockholders'
Shares Amount Capital Translation Deficit) Equity
------ ------ ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 1,
1996................... 1,000 $ 15 $ 3 $ 21 $ 437 $ 476
Cash dividends........ -- -- -- -- (280) (280)
Foreign currency
translation
adjustment........... -- -- -- (8) -- (8)
Net income............ -- -- -- -- 81 81
----- ---- ------ ------ ------- -------
BALANCE, December 31,
1996................... 1,000 15 3 13 238 269
Cash dividends........ -- -- -- -- (223) (223)
Contribution of shares
in Spray Services AB-
Group................ 1,162 15 1,952 -- -- 1,967
Issuance of common
stock................ 60 1 194 -- -- 195
Debt converted into
common stock......... 56 1 181 -- -- 182
Transfers of amounts
not available for
distribution......... -- -- 30 -- (29) 1
Foreign currency
translation
adjustment........... -- -- -- (81) -- (81)
Net loss.............. -- -- -- -- (693) (693)
----- ---- ------ ------ ------- -------
BALANCE, December 31,
1997................... 2,278 32 2,360 (68) (707) 1,617
Issuance of common
stock................ 414 4 -- -- -- 4
Exercise of common
stock options........ 123 1 399 -- -- 400
Debt forgiven by
shareholder.......... -- -- 335 -- -- 335
Transfers of amounts
not available for
distribution......... -- -- 398 -- (398) --
Foreign currency
translation
adjustment........... -- -- -- (44) -- (44)
Net loss.............. -- -- -- -- (1,476) (1,476)
----- ---- ------ ------ ------- -------
BALANCE, December 31,
1998................... 2,815 $ 37 $3,492 $ (112) $(2,581) $ 836
===== ==== ====== ====== ======= =======
</TABLE>

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

F-36
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)

<TABLE>
<CAPTION>
For the Year Ended
December 31,
----------------------
1996 1997 1998
----- ------ -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................... $ 81 $ (693) $(1,476)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities--
Allowance for doubtful accounts.................... -- -- 24
Deferred income taxes.............................. 118 (158) (6)
Writeoff of leasehold improvements................. -- -- 172
Depreciation and amortization...................... 33 407 719
Minority interests................................. -- 88 (17)
Changes in operating assets and liabilities--
(Increase) decrease in accounts receivable......... 358 (600) (753)
Increase in unbilled charges....................... (449) (134) (129)
(Increase) decrease in prepaid expenses and other
current assets.................................... 6 (199) (293)
Increase in other assets........................... -- -- (222)
Increase (decrease) in accounts payable............ (74) 456 648
Increase in accrued expenses....................... 92 391 1,064
Increase (decrease) in income taxes payable........ 118 (7) (136)
Increase in non-current liabilities................ -- 361 (149)
Increase in other current liabilities.............. 158 404 459
----- ------ -------
Net cash provided by (used in) operating
activities...................................... 441 316 (95)
----- ------ -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................ (95) (502) (981)
Acquisitions, net of cash acquired.................. -- (88) (370)
----- ------ -------
Net cash (used in) investing activities.......... (95) (590) (1,351)
----- ------ -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid................................. (280) (223) --
Related party debt, net............................. -- 663 1,102
Long-term debt, net................................. -- 61 (21)
Conversion of debt to capital contribution.......... -- -- 335
Exercise of common stock options.................... -- -- 400
Issuance of common stock............................ -- 195 --
----- ------ -------
Net cash provided by (used in) financing
activities...................................... (280) 696 1,816
----- ------ -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS.......................................... (8) (81) (44)
----- ------ -------
Net increase (decrease) in cash and cash
equivalents..................................... 58 341 326
CASH AND CASH EQUIVALENTS, beginning of period........ 182 240 581
----- ------ -------
CASH AND CASH EQUIVALENTS, end of period.............. $ 240 $ 581 $ 907
===== ====== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes....................................... $ 2 $ 62 $ 1
Interest........................................... 3 21 85
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITY:
Common stock issued for acquisition................. $ -- $1,967 $ 4
Conversion of debt to common stock.................. -- 182 --
</TABLE>

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

F-37
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000's omitted, except share and per share data)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Spray Network AB ("Spray Network"), formerly known as Tetre AB prior to
September 1, 1997 (Note 2), is incorporated under the laws of the Kingdom of
Sweden. Spray Network, together with its wholly owned and majority owned
subsidiaries located in Stockholm, Helsinki, and Hamburg, and a joint venture
in Oslo (collectively, the "Company"), is an international digital
communications solutions provider. The Company creates digital communications
solutions that are designed to help its clients increase sales, improve
communications and create and enhance business identities. The Company provides
an integrated service offering consisting of strategic consulting, design of
information architecture and user-interfaces and creation and customization of
software necessary to implement its digital communicating solutions. The
Company primarily uses Internet-based technologies to create digital
communications solutions for the World Wide Web. However, the Company's
solutions will increasingly incorporate additional communications technologies,
such as wireless, satellite and broadband communications, for use with a
variety of digital devices and information appliances, including mobile phones,
pagers and personal digital assistants.

In January 1999, the Company's shareholders, Spray Ventures AB and
Communicade Inc. ("Communicade", a wholly owned subsidiary of the Omnicom
Group, Inc.) sold all of the issued and outstanding shares of capital stock of
the Company to Razorfish, Inc. ("Razorfish") in exchange for an aggregate of
9,881,034 shares of Razorfish Common Stock and 50 shares of Razorfish non-
voting Class B Common Stock (the "Spray Acquisition"). In addition, Communicade
received an option to purchase up to 10% of Razorfish's Common Stock pursuant
to a Stockholders Agreement.The shares of Razorfish common stock issued
represented 50% of the shares of Razorfish common stock on a fully diluted
basis immediately following the Spray Acquisition. Immediately prior to this
transaction, Communicade purchased 563 shares of Spray Network from Spray
Ventures AB, which represented 20% of the outstanding shares of Spray Network
on a fully diluted basis at the time of purchase, and sold these shares to
Razorfish in connection with the sale of the Company.

Principles of Consolidation

The accompanying consolidated financial statements include the operations of
Spray Network and its wholly owned, majority-owned subsidiaries and controlled
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions, specifically for the allowance for doubtful accounts for accounts
receivable and the useful lives of fixed assets and intangible assets, that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Revenue Recognition

F-38
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

reimbursable costs. Advanced billings represent billings of production and
other client reimbursable out-of-pocket costs in excess of revenues recognized.
Amounts billed to clients in excess of revenues recognized to date are
classified as deferred revenues. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined.

Project Personnel Costs

Project personnel costs include the salaries and related costs of all
billable employees.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation
and amortization. Property and equipment are depreciated on a straight-line
basis over estimated useful lives of three to ten years. Leasehold improvements
are amortized utilizing the straight-line method over the lesser of the
estimated useful life of the asset or the lease term.

Intangible Assets

Goodwill, which represents the excess of the purchase price over the fair
value of the net assets acquired, is included in intangible assets and is
presently being amortized over a period of five years on a straight-line basis.
Management has evaluated the amortization periods in the current period and has
determined that no impairment currently exists. These amortization periods will
be evaluated by management on a continuing basis, and will be adjusted if the
lives of the related intangible assets are impaired.

Accounting for Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." This statement establishes financial accounting and reporting
standards for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used, and for
long-lived assets and certain identifiable intangibles to be disposed of.
Management has performed a review of all long-lived assets and has determined
that no impairment of the respective carrying value has occurred as of December
31, 1998. During 1998, and as a result of the decision to change office
premises in 1998, management determined that certain leasehold improvements
totaling approximately $172 were permanently impaired and as such, recorded a
charge for the entire amount.

Investments in Affiliates

Investments in affiliates, included in other assets in the accompanying
consolidated balance sheet, represent purchased interest of less than 20% and
are accounted for on the cost method. The Company reviews these investments for
impairment whenever events or changes in circumstances indicate that the
carrying amounts of the assets may not be recoverable.

F-39
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Income Taxes

Foreign Currency Translation

All assets and liabilities of Spray Network and its subsidiaries are
translated into U.S. dollars at fiscal year-end exchange rates. Income and
expense items are translated at average exchange rates prevailing during the
fiscal year. The resulting translation adjustments are recorded as a component
of stockholders' equity in the accompanying consolidated financial statements.

Stockholders' Equity

Certain subsidiaries and investments of the Company have had fiscal years
other than that ended December 31. Local tax returns and statutory reports have
been prepared under Swedish GAAP and tax practice and submitted to the
authorities for each legal year-end. Stockholders' equity as reported in these
consolidated financial statements has been presented under U.S. GAAP. For these
reasons, the stockholders' equity reported in these consolidated financial
statements may not be immediately available for distribution to stockholders
under the laws of Sweden.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses approximate fair value due to the short-
term maturity of these instruments. The carrying amounts of long-term debt and
related party debt approximate fair value.

Business Concentrations and Credit Risk

Financial instruments, which subject the Company to concentrations of credit
risk, consist primarily of cash and cash equivalents and trade accounts
receivable. The Company maintains cash and cash equivalents with various
financial institutions. The Company performs periodic evaluations of the
relative credit standing of these institutions. The Company's clients are
primarily concentrated in Sweden. The Company performs ongoing credit
evaluations, generally does not require collateral and establishes an allowance
for doubtful accounts based upon factors surrounding the credit risk of
customers, historical trends and other information. To date, such losses have
been within management's expectations.

For the year ended December 31, 1996 two clients accounted for 27% and 11%,
respectively, of total revenues.

For the year ended December 31, 1997 two clients accounted for 17% and 12%,
respectively, of total revenues.

For the year ended December 31, 1998, one client accounted for 15% of total
revenues.

F-40
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Comprehensive Income

During 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income," which established standards for reporting and displaying comprehensive
income and its components in a financial statement so that it is displayed with
the same prominence as other financial statements. The components of
comprehensive income are as follows:

<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------
1996 1997 1998
---- ----- -------
<S> <C> <C> <C>
Net income (loss)..................................... $81 $(693) $(1,659)
Foreign currency translation adjustment............... (8) (81) (44)
--- ----- -------
Comprehensive income (loss)......................... $73 $(774) $(1,703)
=== ===== =======
</TABLE>

New Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
This statement establishes standards for the way the public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports issued to shareholders.
The statement also establishes standards for related disclosure about products
and services, geographic areas and major customers. This statement is effective
for financial statements for periods beginning after December 15, 1997 and need
not be applied to interim periods in the initial year of application.
Comparative information for earlier years presented is to be restated. The
Company currently believes that it operates in one segment and that the
adoption of SFAS No. 131 did not materially affect the Company's current
disclosure of geographic information (Note 9).

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities," which establishes accounting and reporting standards of
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. This statement is in effect for
all quarters of fiscal years beginning after June 15, 1999. The Company does
not expect the adoption of this standard to have a material effect on the
Company's results of consolidated operations, financial position or cash flows.

Reclassifications

Certain prior period amounts have been reclassified to conform to the
current period presentation.

2. ACQUISITIONS

On September 1, 1997, the Company (then known as Tetre AB) was acquired by
Spray Ventures AB in a reverse merger. The Company's shareholders exchanged
1,162 newly issued shares of common stock, which represented 51% of the then
outstanding stock of the Company, for all of the outstanding common shares of
Spray Services AB, which was 100% owned by Spray Ventures AB. The shares of
Spray Services AB exchanged by Spray Ventures AB were deemed to have a fair
market value of approximately $1,967. In addition, there were transaction costs
associated with the acquisition amounting to $86, which have been added to the
cost of the investment for a total purchase price of $2,053. The difference
between these amounts and the recorded and the recorded net assets of the
acquired entity, Spray Network, has been reflected as goodwill and will be
amortized over five years, commencing from the acquisition date.

F-41
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

During 1997, the Company invested in subsidiaries in Germany, Finland and
Norway. Goodwill arising from these investments will be amortized over five
years, commencing from the acquisition date. For each of these investments the
Company's investment is for less than 100% of the shares, and thus the minority
interest in equity is shown as a liability. Losses have been incurred for all
three foreign subsidiaries. In accordance with U.S. GAAP, no receivable from
minority stockholders has been recorded when the losses have resulted in a
negative stockholders' equity. The unrecorded receivable from minority
stockholders as of December 31, 1997, amounts to $66 and relates to the
investment in a Norwegian subsidiary.

The reverse merger described above was valued based on management's estimate
of the fair value of the assets acquired at the date of acquisition. Costs in
excess of net assets acquired were recorded as goodwill as follows:

<TABLE>
<S> <C>
Net assets acquired................................................. $ 718
Intangible assets................................................... 1,249
Acquisition costs................................................... 86
------
Total purchase price.............................................. $2,053
======
</TABLE>

Pro forma results of operations

The following unaudited pro forma consolidated results of operations reflect
the results of operations for the years ended December 31, 1997, as if the
aforementioned reverse merger had occurred on January 1, 1997, and after giving
effect to purchase accounting adjustments. These pro forma results have been
prepared for comparative purposes only and do not purport to be indicative of
what operating results would have been had the acquisitions actually taken
place on January 1, 1997 and may not be indicative of future operating results.

<TABLE>
<CAPTION>
Year Ended
December 31, 1997
-----------------
<S> <C>
Pro forma:
Revenues............................................... $ 8,955
Net loss............................................... (1,175)
</TABLE>

3. RELATED PARTY TRANSACTIONS

Convertible debt

In June 1997, the Company and its managing director entered into a
convertible debt agreement pursuant to which the managing director loaned
approximately $182 to the Company. This loan bore interest at 2% per annum and
was payable on December 31, 1997. Prior to the repayment date, the Company
converted the full amount of the loan into 56 shares of common stock at a per
share value of approximately $3,000.

In June 1997, the Company entered into several convertible debt agreements
with certain shareholders and officers of the Company pursuant to which such
shareholders and officers loaned the Company an aggregate of $91. The loans
accrued interest at 2% per annum, were payable on December 31, 1997 and the
holders were granted options to purchase an aggregate of 138 shares of the
Company's common stock at a price of $3,277 per share, with an exercise period
of April 27, 1998 to June 30, 2001. All of the loans with interest were repaid
prior to December 31, 1997, except for a loan with the managing director of the
Company for approximately $22, which was converted to a demand note payable
bearing interest at 9.5% per annum and repaid in 1998. In connection with the
convertible loans, a total of 123 options have been exercised during 1998 for
total proceeds of approximately $400. The remaining 15 options were cancelled
due to the termination of certain employees by the Company.

F-42
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In September 1997, the Company and Spray Ventures entered into a convertible
debt agreement pursuant to which Spray Ventures AB loaned the Company $131.00.
This loan bore interest at 2% per annum and was payable on December 31, 1997.
In connection with this loan, Spray Ventures was granted options to purchase
138 shares of the Company's common stock at a price of $3,277 per share with an
exercise period of April 27, 1998 to June 30, 2001. The Company has repaid this
loan. Spray Ventures has not exercised any options to date.

The Company imputed interest expense on the aforementioned loans, as these
loans were granted to the Company at rates below the market rate available to
the Company from third parties. The fair market value of the options issued in
connection with the convertible debt agreements was determined to be immaterial
and, as such, no charge was taken for such options.

Demand notes payable

In September 1997, each of two shareholders executed a demand note in favor
of the Company for an aggregate amount of approximately $328, bearing interest
at 9.25% per annum and payable on demand. The Company repaid these amounts
subsequent to December 31, 1997.

During 1998, the Company received advances totaling approximately $335 from
Spray Ventures. These advances were subsequently forgiven by Spray Ventures and
recorded as a capital contribution in the accompanying consolidated statement
of stockholders' equity in 1998.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
Year Ended
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
Computer equipment............................................ $ 778 $1,354
Leasehold improvements........................................ 539 575
------ ------
Total property and equipment................................ 1,317 1,929
Less--Accumulated depreciation and amortization............... 302 493
------ ------
Property and equipment, net................................. $1,015 $1,436
====== ======

Depreciation and amortization aggregated $33 and $388 for the two years
ended December 31, 1998.

5. INTANGIBLE ASSETS

Intangible assets consist of the following:

<CAPTION>
Year Ended
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
Goodwill...................................................... $1,352 $1,726
Less--Accumulated amortization.............................. 89 420
------ ------
Intangible assets, net.................................... $1,263 $1,306
====== ======
</TABLE>

Amortization aggregated $331 and $89, respectively, for the two years ended
December 31, 1998.

F-43
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

6. LONG-TERM DEBT:

Long-term debt consists of a loan from an outside lender in the original
principal amount of approximately $66. The loan is payable in equal monthly
installments and bears interest at 11.05% per annum.

Maturities of long-term debt outstanding are as follows:

<TABLE>
<S> <C>
Year Ended December 31,
-----------------------
1999............................................................... $16
2000............................................................... 16
2001............................................................... 8
---
Total............................................................ $40
===
</TABLE>

7. INCOME TAXES

Income (loss) before income taxes and the provision (benefit) for taxes on
income consisted of the amounts shown below:

<TABLE>
<CAPTION>
Year Ended
December 31,
-------------------
1996 1997 1998
---- ----- -------
<S> <C> <C> <C>
Income (loss) before income taxes:
United States........................................... $ -- $(281) $ (363)
International........................................... 322 (436) (1,113)
---- ----- -------
$322 $(717) $(1,476)
==== ===== =======
Provision (benefit) for taxes on income:
Current--
International......................................... $124 $ 112 $ (380)
U.S. federal.......................................... -- -- --
U.S. state and local.................................. -- -- --
Deferred--
International......................................... 117 (136) (422)
U.S. federal.......................................... -- -- --
U.S. state and local.................................. -- -- --
---- ----- -------
Valuation allowance................................... -- -- 802
---- ----- -------
$241 $ (24) $ --
==== ===== =======
</TABLE>

A reconciliation of the difference between the statutory Swedish income tax
rate and the Company's effective tax rate follows:
<TABLE>
<CAPTION>
Year Ended
December 31,
-------------------
1996 1997 1998
---- ----- -----
<S> <C> <C> <C>
Statutory U.S. federal income tax rate................ 34.0% 34.0% 34.0%
Swedish tax rate adjustment........................... (6.0) (6.0) (6.0)
International subsidiaries' tax rates less federal
statutory rate....................................... 40.8 -- --
Loss without benefit.................................. -- (28.0) (28.0)
Other................................................. 6.0 (3.3) --
---- ----- -----
Effective rate...................................... 74.8% (3.3)% --%
==== ===== =====
</TABLE>

F-44
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The tax effects of temporary differences that give rise to a significant
portion of the deferred income tax assets (liabilities) net, are as follows:

<TABLE>
<CAPTION>
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Current deferred income tax assets (liabilities) net:
Net operating losses....................................... $ 390 $ 741
Depreciation............................................... 12 61
Accruals................................................... (6) --
Other, net................................................. 26 --
------ ------
422 802
Less--
Valuation allowance........................................ 428 802
------ ------
Total deferred income taxes, net........................... $ (6) $ --
====== ======
</TABLE>

Deferred income taxes are provided for the temporary difference between the
financial reporting basis and tax basis of the Company's assets and
liabilities. Deferred tax assets result principally from recording certain
expenses in the financial statements, which are not currently deductible for
tax purposes, and differences between the tax and book bases of assets and
liabilities recorded in connection with the acquisitions. Deferred tax
liabilities result principally from expenses which are currently deductible for
tax purposes, but have not yet been expensed in the financial statements. The
Company has net operating losses of approximately $2,646 relating to its
Swedish and other international subsidiaries. Substantially all of the net
operating losses have no expiration under the applicable country tax code.

The Company has concluded that it is probable that it will be not able to
realize its net deferred tax assets in future periods and, as such, has
recorded a full valuation allowance against such assets.

8. STOCKHOLDERS' EQUITY

Common stock

The Company sold 60 shares of its common stock in June 1997, at a price of
$3.25 per share, for total proceeds of $195.00.

During 1998, the Company issued 414 shares of common stock to its majority
stockholder as consideration for the purchase of a subsidiary of the majority
shareholder. The value of the shares issued, approximately $5 in the aggregate,
was determined based on the fair market value of the acquired subsidiary. This
subsidiary was subsequently sold back to the parent in return for approximately
$5 in cash, and as such, the Company did not record a gain or loss on these
transactions.

9. GEOGRAPHIC INFORMATION

The Company has operations outside of Sweden. A summary of the Company's
operations by geographical area as of and for the year ended December 31, 1998
is presented below:

<TABLE>
<CAPTION>
Sweden International Consolidated
------- ------------- ------------
<S> <C> <C> <C>
Revenues............................... $11,749 $3,653 $15,402
Operating loss......................... 280 1,280 1,560
Net (loss)............................. (386) (1,090) (1,476)
Identifiable assets.................... 4,554 2,273 6,827
</TABLE>

F-45
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

10. COMMITMENTS AND CONTINGENCIES

Lease commitments

The Company is committed under operating leases, principally for office
space and equipment. Certain leases are subject to rent reviews and require
payment of expenses under escalation clauses. Rent expense and equipment rental
were $945, $180 and $128, respectively, for the three years ended December 31,
1998. Future minimum base rents under terms of noncancellable operating leases,
reduced by rents to be received from existing noncancellable subleases, are as
follows:

<TABLE>
<S> <C>
Year Ending December 31,
------------------------
1999............................................................ $2,050
2000............................................................ 2,111
2001............................................................ 2,011
2002............................................................ 3,252
Thereafter...................................................... 1,150
</TABLE>

Capital Lease Commitments

Future minimum payments under the lease agreements are as follows:

<TABLE>
<S> <C>
Year Ending December 31,
------------------------
1999............................................................ $140
2000............................................................ 140
2001............................................................ 86
----
Total minimum lease payments.................................. 366
Less--
Amounts representing interest................................. 45
Current portion (included in other current liabilities)....... 123
----
Long-term portion (included in other non-current
liabilities)............................................... $198
====
</TABLE>

Litigation

The Company, from time to time, becomes involved in various routine legal
proceedings in the ordinary course of its business. The Company believes that
the outcome of all pending legal proceedings and unasserted claims in the
aggregate will not have a material adverse effect on its consolidated results
of operations, consolidated financial position or liquidity.

11. SUBSEQUENT EVENTS

In January 1999, Spray Ventures AB and Communicade sold all of the Company's
issued and outstanding shares of capital stock in exchange for an aggregate of
9,881,034 shares of Razorfish Common Stock and 50 shares of Razorfish non-
voting Class B Common Stock. The shares of Razorfish Common Stock issued
represented 50% of the shares of Razorfish Common Stock on a fully diluted
basis immediately following this transaction.

F-46
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Concluded)

Subcontractors

Swedish tax legislation specifically addresses the use of subcontractors. In
the event that compensation to subcontractors is deemed to be the equivalent of
a salary as opposed to compensation for consultancy services performed, certain
adverse tax implications for the disbursing entity may occur. If the consultant
or subcontractor is not deemed to meet certain independence criteria, all
payments may be considered salary, which automatically generates the need for
the payer to report and pay social charges based on this amount. Furthermore,
Value Added Taxes billed by the consultant would not be considered deductible
and would also be considered as salary when disbursed. Should the tax
authorities contest a subcontractors' compensation, the incremental costs could
be approximately 50% of payments made, plus penalty fees. Due to the nature of
the Company's business, a large number of consultants/subcontractors is used.
For this reason management has consulted with legal experts to determine if the
independence criteria for retained consultants/subcontractors have been met.
Management believes this to be the case, and there are no known disputes at
this point in time.

F-47
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Spray Ventures AB:

We have audited the accompanying consolidated balance sheets of Spray
Ventures AB (a Kingdom of Sweden corporation) and subsidiaries as of December
31, 1996 and August 31, 1997, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the year ended
December 31, 1996 and the eight months ended August 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Spray Ventures AB and
subsidiaries as of December 31, 1996 and August 31, 1997, and the results of
their operations and cash flows for the year ended December 31, 1996 and the
eight months ended August 31, 1997, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP
New York, New York
January 18, 1999

F-48
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(000's omitted, except share amounts and per share data)

<TABLE>
<CAPTION>
December 31, August 31,
1996 1997
------------ ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................. $ 129 $ 671
Accounts receivable, net of allowance for doubtful
accounts of $0 and
$39, respectively.................................... 297 1,630
Unbilled charges...................................... 75 17
Prepaid expenses and other current assets............. 101 1,084
----- -------
Total current assets................................. 602 3,402
PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $103
and $242, respectively................................ 232 785
OTHER ASSETS........................................... -- 535
----- -------
Total assets......................................... $ 834 $ 4,722
===== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable...................................... $ 161 $ 1,045
Accrued expenses...................................... 100 274
Income taxes payable.................................. 5 4
Short-term debt....................................... 49 --
Other current liabilities............................. 132 207
----- -------
Total current liabilities............................ 447 1,530
----- -------
NON-CURRENT LIABILITIES:
Minority interests.................................... 33 15
Convertible loans..................................... 376 1,585
Other liabilities..................................... 22 36
----- -------
Total non-current liabilities........................ 431 1,636
----- -------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.75, $.66 par value, 476,764 shares
authorized, 120,000 and 155,000 shares issued and
outstanding at December 31, 1996 and August 31, 1997,
respectively......................................... 96 101
Additional paid-in capital............................ 88 3,277
Cumulative foreign currency translation adjustments... 3 6
Retained earnings (accumulated deficit)............... (231) (1,828)
----- -------
Total (accumulated deficit).......................... (44) 1,556
----- -------
Total liabilities and stockholders' equity........... $ 834 $ 4,722
===== =======
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-49
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(000's omitted)

<TABLE>
<CAPTION>
For the Year For the Eight
Ended Months Ended
December 31, 1996 August 31, 1997
----------------- ---------------
<S> <C> <C>
REVENUES..................................... $2,716 $ 1,585
PROJECT PERSONNEL COSTS...................... 1,629 1,693
------ -------
Gross profit (loss)........................ 1,087 (108)
SALES AND MARKETING.......................... 86 53
GENERAL AND ADMINISTRATIVE................... 1,192 1,401
NON-RECURRING CHARGES........................ -- 238
------ -------
Loss from operations....................... (191) (1,800)
GAIN ON DISPOSAL OF SUBSIDIARY............... -- 100
INTEREST EXPENSE, net........................ (31) (44)
------ -------
Loss before minority interest and income
taxes..................................... (222) (1,744)
MINORITY INTEREST............................ 41 147
------ -------
Loss before provision for income taxes..... (181) (1,597)
PROVISION FOR INCOME TAXES................... 5 --
------ -------
Net loss................................... $ (186) $(1,597)
====== =======
</TABLE>

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

F-50
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(000's omitted, except share amounts)

<TABLE>
<CAPTION>
Cumulative Retained Total
Common Stock Additional Foreign Earnings Stockholders'
-------------- Paid-in Currency (Accumulated Equity
Shares Amount Capital Translation Deficit) (Deficit)
------- ------ ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 1,
1996................... 10,000 $ 7 $ 88 $ 3 $ 44 $ 142
Stock dividend........ 110,000 89 -- -- (89) --
Net loss.............. -- -- -- -- (186) (186)
------- ---- ------ --- ------- -------
BALANCE, December 31,
1996................... 120,000 96 88 3 (231) (44)
Issuance of common
stock................ 35,000 5 3,189 -- -- 3,194
Foreign currency
translation
adjustment........... -- -- -- 3 -- 3
Net (loss)............ -- -- -- -- (1,597) (1,597)
------- ---- ------ --- ------- -------
BALANCE, August 31,
1997................... 155,000 $101 $3,277 $ 6 $(1,828) $ 1,556
======= ==== ====== === ======= =======
</TABLE>

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

F-51
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)

<TABLE>
<CAPTION>
For the
For the Eight Months
Year Ended Ended
December 31, August 31,
1996 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................ $(186) $(1,597)
Adjustments to reconcile net loss to net cash
(used in) operating activities--
Allowance for doubtful accounts.................... -- 39
Depreciation and amortization...................... 83 139
Minority interest.................................. 33 (18)
Gain on disposal of subsidiary..................... -- 100
Changes in operating assets and liabilities--
(Increase) in accounts receivable................. (243) (1,372)
(Increase) decrease in unbilled charges........... (75) 58
(Increase) in prepaid expenses and other current
assets........................................... (73) (983)
Increase in accounts payable...................... 95 884
Increase in accrued expenses...................... 92 174
Increase (decrease) in income taxes payable....... 5 (1)
Decrease in other liabilities..................... 22 14
Increase in other current liabilities............. 100 75
----- -------
Net cash (used in) operating activities.......... (147) (2,488)
----- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................ (131) (792)
Acquisitions of subsidiaries, net of cash acquired.. -- (535)
----- -------
Net cash (used in) investing activities.......... (131) (1,327)
----- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term debt....................... 49 (49)
Net change in convertible loans..................... 330 1,209
Proceeds from issuance of common stock.............. -- 3,194
----- -------
Net cash provided by financing activities........ 379 4,354
----- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS......................................... -- 3
----- -------
Net increase in cash and cash equivalents........ 101 542
CASH AND CASH EQUIVALENTS, beginning of period....... 28 129
----- -------
CASH AND CASH EQUIVALENTS, end of period............. $ 129 $ 671
===== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for--
Income taxes....................................... $ -- $ --
Interest........................................... 31 44
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES:
Stock dividend..................................... $ 89 $ --
</TABLE>

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

F-52
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(000's omitted, except share amounts and per share data)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Spray Ventures AB ("Spray Ventures") (f.k.a. "Spray Interactive Media AB"),
through its wholly owned and majority owned subsidiaries (collectively, the
"Company") is an international digital communications solutions provider. The
Company creates digital communications solutions that are designed to help its
clients increase sales, improve communications and create and enhance business
identities. The Company provides an integrated service offering consisting of
strategic consulting, design of information architecture and user-interfaces
and creation and customization of software necessary to implement its digital
communications solutions. The Company primarily uses Internet-based
technologies to create digital communications solutions for the World Wide Web.
However, the Company's solutions will increasingly incorporate additional
communications technologies, such as wireless, satellite and broadband
communications, for use with a variety of digital devices and information
appliances, including mobile phones, pagers and personal digital assistants.

Reorganization

On August 29, 1997, the Company established a wholly owned subsidiary, Spray
Services AB, and transferred all of the operating subsidiaries of the Company
under Spray Services AB. The Company transferred the subsidiaries based upon a
September 1, 1997 merger agreement between Spray Services AB and Spray Network
AB (f.k.a. Tetre AB). Under the terms of the merger agreement, the Company
agreed to purchase 1,162 newly issued shares of Spray Network AB, representing
51% of the then outstanding shares of Spray Network AB common stock, in
exchange for all outstanding shares of Spray Services AB with a fair market
value of $1,967 based upon an independent valuation. In connection with this
transaction, the Company changed its name from Spray Interactive Media AB to
Spray Ventures AB.

Principles of Consolidation

The accompanying consolidated financial statements consist of Spray Ventures
and its wholly owned and majority-owned subsidiaries. As of August 31, 1997,
certain non-operating subsidiaries of Spray Ventures have been carried at cost.
The non-operating subsidiaries do not have a material impact on the
consolidated financial statements of Spray Ventures taken as a whole. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

Use of Estimates

Revenue Recognition

Project Personnel Costs

Project personnel costs include the salaries and related costs of all
billable employees.

F-53
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

out-of-pocket costs in excess of revenues recognized. Amounts billed to clients
in excess of revenues recognized to date are classified as deferred revenues.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.

Non-recurring Charges

The Company incurred certain non-recurring expenses of approximately $238 in
connection with the start-up of certain international subsidiaries.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Property and Equipment

Intangible Assets

Goodwill, which represents the excess of the purchase price over the fair
value of the net assets acquired, is included in other assets and is presently
being amortized over a period of 5 years on a straight-line basis. Management
has evaluated the amortization periods in the current period and has determined
that no impairment currently exists. These amortization periods will be
evaluated by management on a continuing basis, and will be adjusted if the
lives of the related intangible assets are impaired. Goodwill totaled $221 as
of August 31, 1997. As the goodwill was recorded on August 29, 1997, no
amortization was recorded for the period. There was no goodwill prior to
January 1, 1997.

Accounting for Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." This statement establishes financial accounting and reporting
standards for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used, and for
long-lived assets and certain identifiable intangibles to be disposed of.
Management has performed a review of all long-lived assets and has determined
that no impairment of the respective carrying value has occurred as of August
31, 1997.

Income Taxes

F-54
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Foreign Currency Translation

All assets and liabilities of Spray Ventures and its subsidiaries are
translated into U.S. dollars at fiscal year-end exchange rates. Income and
expense items are translated at average exchange rates prevailing during the
fiscal year. The resulting translation adjustments are recorded as a component
of stockholders' equity in the accompanying consolidated financial statements.

Stockholders' Equity

Certain subsidiaries and investments of the Company have had fiscal years
other than December 31. Local tax returns and statutory reports have been
prepared under Swedish GAAP and tax practice and submitted to the authorities
for each legal year-end. Stockholders' equity as reported in these consolidated
financial statements has been presented under U.S. GAAP. For these reasons, the
stockholders' equity reported in these consolidated financial statements may
not be immediately available for distribution to stockholders under the laws of
Sweden.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable and short-term debt approximate fair value due to the short-
term maturity of these instruments. The carrying amounts of long-term debt and
convertible loans approximate fair value.

Business Concentrations and Credit Risk

Financial instruments, which subject the Company to concentrations of credit
risk, consist primarily of cash and cash equivalents and trade accounts
receivable. The Company maintains cash and cash equivalents with various
financial institutions. The Company performs periodic evaluations of the
relative credit standing of these institutions. The Company's clients are
primarily concentrated in Sweden. The Company performs ongoing credit
evaluations, generally does not require collateral, and establishes an
allowance for doubtful accounts based upon factors surrounding the credit risk
of customers, historical trends and other information. To date, such losses
have been within management's expectations.

The Company did not have any customers that accounted for 10% or more of
revenues during the periods presented or of receivables at the end of each of
the periods presented.

Comprehensive Income

During 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income", which establishes standards for reporting and displaying comprehensive
income and its components in a financial statement that is displayed with the
same prominence as other financial statements. The components of comprehensive
income are as follows:

<TABLE>
<CAPTION>
For the
For the Year Eight Months
Ended Ended
December 31, August 31,
1996 1997
------------ ------------
<S> <C> <C>
Net (loss)....................................... $(186) $(1,597)
Foreign currency translation adjustment.......... -- 3
----- -------
Comprehensive (loss)........................... $(186) $(1,594)
===== =======
</TABLE>

Reclassifications

Certain prior period amounts have been reclassified to conform to the
current year presentation.

F-55
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

2. RELATED PARTY TRANSACTIONS

Convertible Debt

In 1996, the Company entered into several convertible debt agreements with
certain stockholders and employees pursuant to which the stockholders and
employees loaned the Company approximately $330. These loans were non-interest
bearing and payable on January 1, 1999. In connection with these agreements,
the holders received options to purchase an aggregate of 42,400 shares of
common stock. Subsequent to August 31, 1997, 39,100 options were exercised into
common stock, in lieu of the Company repaying the related debt. The remaining
3,300 options were cancelled based upon the termination of the employment of
certain employees. As these loans were non-interest bearing, the Company
imputed interest based on a rate of 7%; however, no expense was recorded as the
amount was deemed to be immaterial.

In 1997, the Company entered into several convertible debt and debenture
agreements with stockholders, employees and outside investors of the Company.
The aggregate total proceeds received by the Company were approximately $1,408.
The loans accrued interest at 5% per annum and were payable by January 1, 1999.
In connection with the agreements, the holders received options to purchase an
aggregate of 44,928 shares of common stock. Subsequent to August 31, 1997,
19,928 were exercised into common stock, in lieu of the Company repaying the
related debt. A total of 8,700 options were cancelled and 19,600 remain
outstanding.

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
December 31, August 31,
1996 1997
------------ ----------
<S> <C> <C>
Computer equipment.................................. $224 $ 520
Leasehold improvements.............................. 111 507
---- ------
Total property and equipment...................... 335 1,027
Less--Accumulated depreciation and amortization..... 103 242
---- ------
Property and equipment, net....................... $232 $ 785
==== ======
</TABLE>

Depreciation and amortization aggregated $83 for the year ended December 31,
1996 and $139 for the eight months ended August 31, 1997.

4. INCOME TAXES

The provision for taxes on income consisted of the amounts shown below:

<TABLE>
<CAPTION>
For the Eight
Year Ended Months Ended
December 31, August 31,
1996 1997
------------ -------------
<S> <C> <C>
Provision for taxes on income:
Current--International............................ $ 5 $--
Deferred--International .......................... -- --
--- ----
$ 5 $--
=== ====
</TABLE>

F-56
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
For the Eight
Year Ended Months Ended
December 31, August 31,
1996 1997
------------ -------------
<S> <C> <C>
Statutory U.S. federal income tax rate............ 34.0 % 34.0 %
Swedish tax rate adjustment....................... (6.0) (6.0)
Loss without benefit ............................. (28.0) (28.0)
Other............................................. 2.8 --
----- -----
2.8 % 0 %
===== =====
</TABLE>

The Company had net deferred tax assets of approximately $44 and $317 as of
December 31, 1996 and August 31, 1997, respectively, which were primarily the
result of the difference between book and tax depreciation expense and the
difference in the book and tax treatment of certain start-up costs. The Company
had net operating losses of approximately $18. These net operating losses have
no expiration under the Swedish tax code.

The Company has concluded that it is not probable that it will be able to
realize these net deferred tax assets in future periods and has, accordingly,
recorded a full valuation allowance.

5. STOCKHOLDERS' EQUITY

Common Shares

In 1996, the Company declared a stock dividend for all stockholders of
record. The Company issued an aggregate of 110,000 shares to its stockholders
to effect this transaction.

In June 1997, the Company issued 35,000 shares of common stock at a price of
approximately $91.25 per share for total proceeds of $3,194.

6. COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company was committed under operating leases, principally for office
space and equipment. Certain leases were subject to rent reviews and require
payment of expenses under escalation clauses. Rent expense was $257 for the
year ended December 31, 1996, and $180 for the eight months ended August 31,
1997. The Company has no further obligations regarding such leases, as a result
of the sale of Spray Services and Spray Network AB (Note 7):

Capital Lease Commitments

At August 31, 1997 the Company was committed under capital leases,
principally for computer equipment and office equipment. The assets and
liabilities under the capital leases are recorded at the lower of the present
value of minimum lease payments or the fair market value of the assets. The
assets are depreciated over its estimated useful lives. The interest rate on
the capital leases ranges from 11.5% to 16.7%.

F-57
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Concluded)

Future minimum payments under the lease agreement are as follows:

<TABLE>
<S> <C>
Eight Months Ended August 31,
1998............................................................... $48
1999............................................................... 29
2000............................................................... 10
---
Total minimum lease payments..................................... 87
---
Less--
Amounts representing interest.................................... 7
Current portion.................................................. 25
---
Present value of net minimum lease payments.................... $55
===
</TABLE>

Litigation

Subcontractors

Swedish tax legislation specifically addresses the use of subcontractors. In
the event that compensation to subcontractors is deemed to be the equivalent of
a salary as opposed to compensation for consultancy services performed, certain
adverse tax implications for the disbursing entity may occur. If the consultant
or subcontractor is not deemed to meet certain independence criteria, all
payments may be considered salary, which automatically generates the need for
the payer to report and pay social charges based on this amount. Furthermore,
Value Added Tax billed by the consultant would not be considered deductible and
would also be considered as salary when disbursed. Should the tax authorities
contest a subcontractor's compensation, the incremental costs could be
approximately 50% of payments made, plus penalty fees. Due to the nature of the
Company's business, a large number of consultants/subcontractors is used. For
this reason management has consulted with legal experts to determine if the
independence criteria for retained consultants/subcontractors have been met.
Management believes this to be the case, and there are no known disputes at
this point in time.

7. SUBSEQUENT EVENTS

Convertible Loans

In June 1998, the Company entered into two convertible loan agreements for
total proceeds of approximately $1,955. The holders of the debt also received
options to purchase an aggregate of 22,126 shares of common stock of which
19,435 have been exercised into common stock, in lieu of the Company repaying
such debt.

Sale of Spray Network AB

In January 1999, the Company sold 20% of Spray Network AB to Communicade
Inc. ("Communicade"), a wholly-owned subsidiary of Omnicom Group, Inc.
Simultaneously with this transaction, Spray Ventures and Communicade sold all
of the issued and outstanding shares of capital stock of Spray Network AB to
Razorfish, Inc. ("Razorfish") in exchange for an aggregate of 9,881,034 shares
of Razorfish Common Stock and 50 shares of Razorfish non-voting Class B Common
Stock (the "Spray Acquisition"). In addition, Communicade received an option to
purchase up to 10% of Razorfish's Common Stock pursuant to a Stockholders
Agreement. The shares of Razorfish common stock issued represented 50.0% of the
shares of Razorfish common stock on a fully diluted basis immediately following
the Spray Acquisition. Certain insignificant subsidiaries of Spray Network AB
were not included in the transaction and as such, ownership was retained by the
Company.

F-58
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Avalanche Systems, Inc.:

We have audited the accompanying statements of operations, stockholders'
equity (deficit) and cash flows of Avalanche Systems, Inc. (a Delaware
corporation) for the year ended December 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of income, stockholders'
equity and cash flows are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statements of income, stockholders' equity (deficit) and cash flows. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the statements of operations, stockholders' equity (deficit)
and cash flows referred to above present fairly, in all material respects, the
results of operations, equity and cash flows of Avalanche Systems, Inc. for the
year ended December 31, 1997 in conformity with generally accepted accounting
principles.

The accompanying statements of operations, stockholders' equity (deficit)
and cash flows have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 1, due to the Company's inability to pay
its debts, the seizure of its assets and its filing for dissolution with the
State of Delaware, substantial doubt had been raised about the Company's
ability to continue as a going concern. Further information in regard to this
matter is also described in Note 1. The statements of income, stockholders'
equity (deficit) and cash flows do not include any adjustments that might
result from the outcome of this uncertainty.

ARTHUR ANDERSEN LLP

New York, New York
March 5, 1999

F-59
<PAGE>

INDEPENDENT AUDITORS' REPORT

To Avalanche Systems, Inc.

We have audited the accompanying statements of operations, stockholders'
equity, and cash flows of Avalanche Systems, Inc. for the year ended December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Avalanche
Systems, Inc. for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.

M.R. Weiser & Co. llp

New York, N.Y.
March 3, 1997

F-60
<PAGE>

AVALANCHE SYSTEMS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Years Ended
December 31,
----------------------
1996 1997
---------- -----------
<S> <C> <C>
REVENUES............................................. . $2,814,080 $ 2,313,863
COST OF SERVICES....................................... 1,656,403 2,356,000
---------- -----------
Gross profit......................................... 1,157,677 (42,137)
GENERAL AND ADMINISTRATIVE............................. 1,083,994 2,052,058
---------- -----------
Income (loss) from operations........................ 73,683 (2,094,195)
INTEREST EXPENSE, NET.................................. 25,792 --
---------- -----------
Income (loss) before income taxes.................... 47,891 (2,094,195)
PROVISION FOR INCOME TAXES............................. 33,331 --
---------- -----------
Net income (loss).................................... $ 14,560 $(2,094,195)
========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-61
<PAGE>

AVALANCHE SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
Common Stock Additional Retained Total
----------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity (Deficit)
--------- ------ ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1,
1996................... 150 $5,000 $ -- $ 146,965 $ 151,965
Shares redeemed as
part of corporate
merger............... (150) (5,000) -- -- (5,000)
Shares issued as part
of corporate merger.. 2,700,000 2,700 2,732 -- 5,432
Net income............ -- -- -- 14,560 14,560
--------- ------ ------ ----------- -----------
BALANCE, December 31,
1996................... 2,700,000 2,700 2,732 161,525 166,957
Net loss.............. -- -- -- (2,094,195) (2,094,195)
--------- ------ ------ ----------- -----------
BALANCE, December 31,
1997................... 2,700,000 $2,700 $2,732 $(1,932,670) $(1,927,238)
========= ====== ====== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-62
<PAGE>

AVALANCHE SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years
Ended December 31,
----------------------
1996 1997
--------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................... $ 14,560 $(2,094,195)
Adjustments to reconcile net income (loss) to net
cash used in operating activities--
Allowance for bad debts............................. 30,000 (30,000)
Depreciation and amortization....................... 70,361 103,225
(Increase) decrease in accounts receivable.......... (213,399) 403,473
(Increase) decrease in prepaid expenses and other
current assets..................................... (44,986) 65,573
(Increase) in other assets.......................... (521) (519)
Increase in accounts payable and accrued expenses... 64,006 1,026,184
Increase in deferred tax liabilities................ 24,602 --
Increase (decrease) in advance billings............. (24,082) (30,418)
Increase (decrease) in income tax payable........... (4,163) 1,350
--------- -----------
Net cash (used in) operating activities............ (83,622) (555,327)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment................ (187,721) (55,010)
--------- -----------
Net cash used in investing activities.............. (187,721) (55,010)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from bank notes......................... 275,000 668,000
Net proceeds from related party notes................ -- 275,000
Proceeds from long-term debt......................... 180,000 --
Principal repayments of bank notes................... -- (275,000)
Principal repayments of long-term debt............... (224,590) (60,000)
Proceeds from common stock transactions.............. 432 --
--------- -----------
Net cash provided by financing activities.......... 230,842 608,000
--------- -----------
Net (decrease) in cash and cash equivalents........ (40,501) (2,337)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR........... 43,838 3,337
--------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR................. $ 3,337 $ 1,000
========= ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for--
Income taxes paid................................... $ 12,892 $ --
Interest paid....................................... 25,792 76,661
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING ACTIVITIES:
Equipment acquired under capital leases............. $ -- $ 483,838
</TABLE>

The accompanying notes are an integral part of these statements.

F-63
<PAGE>

AVALANCHE SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1.BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Avalanche Systems, Inc. (the "Company") was an interactive agency. The
Company's products included internet sites, intranets, interactive press kits,
digital video and corporate communications tools developed for the internet and
other multimedia environments.

On August 12, 1996, the Company was merged into a nonactive corporation with
identical ownership interests, incorporated under the laws of the State of
Delaware. This merger was for state tax purposes only and had no effect on
Federal income taxes.

As of January 15, 1998, the Company was indebted to its two lenders for
approximately $1,527,000. Under each specific debt agreement, each lender had a
duly perfected first priority security interest in substantially all of the
assets of the Company.

Due to the Company's inability to pay its debts and obligations, on January
15, 1998, the Company granted to its lenders all rights of possession in and to
all accounts receivable, property and equipment and general intangibles (the
"Collateral") to be disposed of by the lenders with the net proceeds resulting
from any sale or other disposition to be credited to the account of the
Company. The Collateral was subsequently sold to Avalanche Solutions, Inc. for
approximately $594,000 and the Company was relieved of all debts to these
lenders.

Due to the default of these debts and resulting sale of all operating
assets, the Company had limited working capital and cash flow which resulted in
the Company being unable to continue significant operations during 1998. The
Company filed for dissolution with the State of Delaware in February 1999 and
management believes, that at the time of the filing, there was no threatened or
pending litigation against the Company. The Company received certification of
its dissolution from the State of Delaware effective February 12, 1999.

Use of Estimates

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

Revenue Recognition

Contract revenue is recognized as services are performed. Advances received
or services billed in advance are recorded as deferred revenue and recognized
as revenue in the period in which the related services are rendered.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

F-64
<PAGE>

AVALANCHE SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Property and Equipment

Property and equipment are depreciated on a straight-line basis over
estimated useful lives of five to seven years. Leasehold improvements and
equipment held under capital leases are amortized utilizing the straight-line
method over the lesser of the estimated useful life of the asset or the
remaining term of the related lease.

Income Taxes

In 1994, the Company elected to be treated as an S corporation under
subchapter "S" of the Internal Revenue Code, whereby the Company's taxable
income is included pro rata in the individual income tax returns of its
stockholders. Accordingly, no provision for Federal income taxes has been made
in the accompanying financial statements. The Company is subject to certain
state and local income taxes.

The Company accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their tax
bases for operating profit and tax liability carryforward. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets or liabilities of
a change in tax rates is recognized in the period that the tax change occurs.
The Company has elected to file its income tax returns using the cash basis of
accounting.

Business Concentrations and Credit Risk

For the two years ended December 31, 1997, respectively, three clients
accounted for 41% of total net revenues.

Reclassifications

Certain reclassifications have been made to the 1996 statements of
operations to conform with the 1997 presentation.

2. INCOME TAXES

Deferred income taxes are provided for the temporary difference between the
financial reporting basis and tax basis of the Company's assets and
liabilities. Deferred tax assets result principally from recording certain
expenses in the financial statements, which are not currently deductible for
tax purposes, and differences between the tax and book bases of assets and
liabilities recorded in connection with the acquisitions. Deferred tax
liabilities result principally from expenses which are currently deductible for
tax purposes, but have not yet been expensed in the financial statements.

For the year ended December 31, 1997, the Company recorded a full valuation
allowance against its deferred tax assets, primarily resulting from net
operating losses, due to the uncertainty of realizing such assets.

F-65
<PAGE>

AVALANCHE SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

3. RENT EXPENSE

Rent expense amounted to $88,107 and $153,600, respectively, for the two
years ended December 31, 1997.

4. COMMITMENTS AND CONTINGENCIES

Benefit Plan

The Company established a 401(k) plan effective March 1, 1997 covering all
the then current employees and future employees who have met age requirements
and have completed at least one year of employment. The plan requires Company
contributions equal to 75% of each participant's contribution up to 6% of
salary.

5. STOCK OPTION PLAN

On June 27, 1996, the Company established a stock option plan whereby, under
certain circumstances, an employee has the option to purchase shares of common
stock for amounts based upon the fair market value of the shares purchased.
Under the plan, 300,000 shares of the Company's stock is reserved for future
distributions. No stock options have been granted under the plan.

F-66
<PAGE>

Appendix A

AGREEMENT AND PLAN OF MERGER

Dated August 10, 1999

By and Among

RAZORFISH, INC.,

RAY MERGER SUB, INC.

And

INTERNATIONAL INTEGRATION INCORPORATED

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I THE MERGER...................................................... A-1

SECTION 1.01.The Merger................................................. A-1
SECTION 1.02.Closing.................................................... A-1

SECTION 1.03.Effective Time............................................. A-1

SECTION 1.04.Effects of the Merger...................................... A-2

SECTION 1.05.Certificate of Incorporation and By-laws................... A-2

SECTION 1.06.Board of Directors and Officers............................ A-2

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
CORPORATIONS; EXCHANGE OF CERTIFICATES.......................... A-2

SECTION 2.01.Effect on Capital Stock.................................... A-2

(a) Capital Stock of Sub......................................... A-2

(b) Cancellation of Treasury Stock and Razorfish-Owned Stock..... A-2

(d) Anti-Dilution Provisions..................................... A-2

SECTION 2.02.Exchange of Certificates................................... A-3

(a) Exchange Agent............................................... A-3

(b) Exchange Procedures.......................................... A-3

(d) No Further Ownership Rights in i-Cube Common Stock........... A-4

(e) No Fractional Shares......................................... A-4

(f) Termination of Exchange Fund................................. A-4

(g) No Liability................................................. A-4

(h) Investment of Exchange Fund.................................. A-4

(i) Lost Certificates............................................ A-4

ARTICLE III REPRESENTATIONS AND WARRANTIES................................ A-5

SECTION 3.01.Representations and Warranties of i-Cube................... A-5

(a) Organization, Standing and Corporate Power................... A-5

(b) Subsidiaries................................................. A-5

(d) Authority; Noncontravention.................................. A-6

(e) SEC Documents; Undisclosed Liabilities....................... A-7

(f) Information Supplied......................................... A-7

(g) Absence of Certain Changes or Events......................... A-8

(h) Litigation................................................... A-8

(i) Compliance with Applicable Laws.............................. A-8

(j) Absence of Changes in Benefit Plans.......................... A-9

(k) ERISA Compliance............................................. A-9
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
(l) Taxes.................................................. A-10

(m) Voting Requirements.................................... A-11

(n) State Takeover Statutes................................ A-11

(o) Accounting Matters..................................... A-11

(p) Brokers................................................ A-11

(q) Opinion of Financial Advisor........................... A-12

(r) Intellectual Property; Year 2000....................... A-12

(s) Certain Contracts...................................... A-12

(t) Customers.............................................. A-12

SECTION 3.02. Representations and Warranties of Razorfish and Sub........ A-13

(a) Organization, Standing and Corporate Power............. A-13

(b) Subsidiaries........................................... A-13

(d) Authority; Noncontravention............................ A-14

(e) SEC Documents; Undisclosed Liabilities................. A-15

(f) Information Supplied................................... A-15

(g) Absence of Certain Changes or Events................... A-15

(h) Litigation............................................. A-16

(i) Compliance with Applicable Laws........................ A-16

(j) Absence of Changes in Benefit Plans.................... A-16

(k) ERISA Compliance....................................... A-17

(l) Taxes.................................................. A-18

(m) Voting Requirements.................................... A-19

(n) Accounting Matters..................................... A-19

(o) Brokers................................................ A-19

(p) Opinion of Financial Advisor........................... A-19

(q) Intellectual Property; Year 2000....................... A-19

(r) Certain Contracts...................................... A-20

(s) Interim Operations of Sub.............................. A-20

(t) Customers.............................................. A-20

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS....................... A-20

SECTION 4.01. (a) Conduct of Business by i-Cube.......................... A-20

(b) Conduct of Business by Razorfish....................... A-22

(d) Advice of Changes...................................... A-23

SECTION 4.02. No Solicitation by i-Cube.................................. A-23

SECTION 4.03. Standstill Agreements; Confidentiality Agreements.......... A-24
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE V ADDITIONAL AGREEMENTS.................................................. A-24

SECTION 5.01. Preparation of the Form S-4 and the Joint Proxy Statement;
Stockholders Meetings............................................ A-24

SECTION 5.02. Letters of i-Cube's Accountants................................... A-25

SECTION 5.03. Letters of Razorfish's Accountants................................ A-26

SECTION 5.04. Access to Information; Confidentiality............................ A-26

SECTION 5.05. Commercially Reasonable Best Efforts.............................. A-26

SECTION 5.06. Stock Options..................................................... A-27

SECTION 5.07. i-Cube Stock Plans................................................ A-27

SECTION 5.08. Employee Benefit Plans; Existing Agreements....................... A-28

SECTION 5.09. Indemnification, Exculpation and Insurance........................ A-28

SECTION 5.10. Fees and Expenses................................................. A-29

SECTION 5.11. Public Announcements.............................................. A-29

SECTION 5.12. Affiliates........................................................ A-30

SECTION 5.13. Nasdaq Quotation.................................................. A-30

SECTION 5.14. Stockholder Litigation............................................ A-30

SECTION 5.15. Tax Treatment..................................................... A-30

SECTION 5.16. Pooling of Interests.............................................. A-30

SECTION 5.17. Resignation of i-Cube Board of Directors.......................... A-30

SECTION 5.18. Action by i-Cube and Razorfish.................................... A-30

SECTION 5.19. Board of Directors................................................ A-30

SECTION 5.20. Chief Financial Officer........................................... A-30

SECTION 5.21. i-Cube Employee Bonuses........................................... A-30

ARTICLE VI CONDITIONS PRECEDENT.................................................. A-31

SECTION 6.01. Conditions to Each Party's Obligation To Effect the Merger....... A-31

(a) Stockholder Approvals............................................... A-31

(b) HSR Act............................................................. A-31

(d) Form S-4............................................................ A-31

(e) Nasdaq Quotation.................................................... A-31

(f) Pooling Letters..................................................... A-31

(g) Government Approvals................................................ A-31

(h) No Injunction....................................................... A-31

SECTION 6.02.Conditions to Obligations of Razorfish and Sub.................... A-31

(a) Representations and Warranties...................................... A-31

(b) Performance of Obligations of i-Cube................................ A-31

(d) The i-Cube Voting Agreement......................................... A-32

(e) Resignation of i-Cube Board of Directors............................ A-32
</TABLE>

iii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 6.03.Conditions to Obligations of i-Cube........................ A-32

(a) Representations and Warranties......................... A-32

(b) Performance of Obligations of Razorfish and Sub........ A-32

(d) No Material Adverse Change............................. A-32

(e) The Razorfish Voting Agreement......................... A-32

SECTION 6.04.Frustration of Closing Conditions.......................... A-32

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER............................. A-32

SECTION 7.01.Termination................................................ A-32

SECTION 7.02.Effect of Termination...................................... A-33

SECTION 7.03.Amendment.................................................. A-33

SECTION 7.04.Extension; Waiver.......................................... A-33

SECTION 7.05.Procedure for Termination, Amendment, Extension or Waiver.. A-34

ARTICLE VIII GENERAL PROVISIONS........................................... A-34

SECTION 8.01.Nonsurvival of Representations and Warranties.............. A-34

SECTION 8.02.Notices.................................................... A-34

SECTION 8.03.Definitions................................................ A-35

SECTION 8.04.Interpretation............................................. A-35

SECTION 8.05.Counterparts............................................... A-36

SECTION 8.06.Entire Agreement; No Third-Party Beneficiaries............. A-36

SECTION 8.07.Governing Law.............................................. A-36

SECTION 8.08.Assignment................................................. A-36

SECTION 8.09.Enforcement................................................ A-36

SECTION 8.10.Headings................................................... A-36

SECTION 8.11.Severability............................................... A-36
</TABLE>

iv
<PAGE>

AGREEMENT AND PLAN OF MERGER (this "Agreement") dated August 10, 1999, among
RAZORFISH, INC., a Delaware corporation ("Razorfish"), RAY MERGER SUB, INC. a
Delaware corporation and a wholly owned subsidiary of Razorfish ("Sub"), and
INTERNATIONAL INTEGRATION INCORPORATED, a Delaware corporation ("i-Cube").

WHEREAS, the respective Boards of Directors of Razorfish, Sub and i-Cube
have approved and declared advisable this Agreement and the merger of Sub with
and into i-Cube (the "Merger"), upon the terms and subject to the conditions
set forth in this Agreement, whereby each issued and outstanding share of
common stock, par value $.01 per share, of i-Cube ("i-Cube Common Stock"),
other than shares owned by Razorfish, Sub or i-Cube, will be converted into the
right to receive the Merger Consideration (as defined in Section 2.01(c)); and

WHEREAS, the respective Boards of Directors of Razorfish, Sub and i-Cube
have each determined that the Merger and the other transactions contemplated
hereby are consistent with, and in furtherance of, their respective business
strategies and goals; and

WHEREAS, Razorfish, Sub and i-Cube desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger; and

WHEREAS, for U.S. federal income tax purposes, it is intended that the
Merger will qualify as a reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and that this
Agreement constitutes a plan of reorganization; and

WHEREAS, for financial accounting purposes, it is intended that the Merger
will be accounted for as a pooling of interests transaction; and

WHEREAS, concurrently with the execution and delivery of this Agreement,
each of i-Cube and Razorfish will enter into a Voting Agreement (the "i-Cube
Voting Agreement" and the "Razorfish Voting Agreement," respectively") with
certain significant shareholders of i-Cube and Razorfish.

NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties agree as
follows:

ARTICLE I

The Merger

Section 1.01. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Delaware General
Corporation Law (the "DGCL"), Sub shall be merged with and into i-Cube at the
Effective Time (as defined in Section 1.03). Following the Effective Time, i-
Cube shall be the surviving corporation (the "Surviving Corporation") and shall
succeed to and assume all the rights and obligations of Sub in accordance with
the DGCL.

Section 1.02. Closing. The closing of the Merger (the "Closing") will take
place at 10:00 a.m. on a date to be specified by the parties (the "Closing
Date"), which shall be no later than the second business day after satisfaction
or waiver of the conditions set forth in Article VI (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
to the satisfaction or waiver of those conditions), unless another time or date
is agreed to by the parties hereto. The Closing will be held at the offices of
Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104.

Section 1.03. Effective Time. Subject to the provisions of this Agreement,
as soon as practicable on or after the Closing Date, the parties shall file a
certificate of merger or other appropriate documents (in any such case, the
"Certificate of Merger") executed in accordance with the relevant provisions of
the DGCL and shall make all other filings or recordings required under the
DGCL. The Merger shall become effective at such time

A-1
<PAGE>

as the Certificate of Merger is duly filed with the Delaware Secretary of
State, or at such subsequent date or time as Razorfish and i-Cube shall agree
and specify in the Certificate of Merger (the time the Merger becomes effective
being hereinafter referred to as the "Effective Time").

Section 1.04. Effects of the Merger. The Merger shall have the effects set
forth in Section 259 of the DGCL.

Section 1.05. Certificate of Incorporation and By-laws. (a) The certificate
of incorporation of Sub, as in effect immediately prior to the Effective Time
shall be the certificate of incorporation of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.

(b) The by-laws of Sub, as in effect immediately prior to the Effective
Time, shall be the by-laws of the Surviving Corporation until thereafter
changed or amended as provided therein or by applicable law.

Section 1.06. Board of Directors and Officers. (a) The directors of Sub
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.

(b) The officers of Sub immediately prior to the Effective Time shall be the
officers of the Surviving Corporation, until the earlier of their resignation
or removal or their respective successors are duly elected and qualified, as
the case may be.

ARTICLE II

Effect of the Merger on the Capital Stock of theConstituent Corporations;
Exchange of Certificates

Section 2.01. Effect on Capital Stock. As of the Effective Time, by virtue
of the Merger and without any action on the part of the holder of any shares of
i-Cube Common Stock or any shares of capital stock of Sub:

(a) Capital Stock of Sub. Each issued and outstanding share of capital stock
of Sub shall be converted into one share of common stock of the Surviving
Corporation.

(b) Cancellation of Treasury Stock and Razorfish-Owned Stock. Each share of
i-Cube Common Stock that is owned by i-Cube, Sub or Razorfish shall
automatically be canceled and retired and shall cease to exist, and no
consideration shall be delivered in exchange therefor.

(c) Conversion of i-Cube Common Stock. Subject to Section 2.02(e), each
issued and outstanding share of i-Cube Common Stock (other than shares to be
canceled in accordance with Section 2.01(b)) shall be converted into the right
to receive 0.875 (the "Exchange Ratio") fully paid and nonassessable shares of
Class A common stock, par value $0.01 per share, of Razorfish ("Razorfish
Common Stock") (the "Merger Consideration"). As of the Effective Time, all such
shares of i-Cube Common Stock shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each holder
of a certificate representing any such shares of i-Cube Common Stock shall
cease to have any rights with respect thereto, except the right to receive the
Merger Consideration and any cash in lieu of fractional shares of Razorfish
Common Stock to be issued or paid in consideration therefor upon surrender of
such certificate in accordance with Section 2.02, without interest.

(d) Anti-Dilution Provisions. In the event Razorfish changes (or establishes
a record date for changing) the number of shares of Razorfish Common Stock
issued and outstanding prior to the Effective Date as a result of a stock
split, stock dividend, recapitalization, subdivision, reclassification,
combination, exchange of shares or similar transaction with respect to the
outstanding Razorfish Common Stock and the record date therefor shall be prior
to the Effective Date, the Exchange Ratio shall be proportionately adjusted to
reflect such stock

A-2
<PAGE>

split, stock dividend, recapitalization, subdivision, reclassification,
combination, exchange of shares or similar transaction.

Section 2.02. Exchange of Certificates.

(a) Exchange Agent. As of the Effective Time, Razorfish shall enter into an
agreement with such bank or trust company as may be designated by Razorfish
(the "Exchange Agent"), which shall provide that Razorfish shall deposit with
the Exchange Agent as of the Effective Time, for the benefit of the holders of
shares of i-Cube Common Stock, for exchange in accordance with this Article II,
through the Exchange Agent, certificates representing the shares of Razorfish
Common Stock (such shares of Razorfish Common Stock, together with any
dividends or distributions with respect thereto with a record date after the
Effective Time and any cash payable in lieu of any fractional shares of
Razorfish Common Stock being hereinafter referred to as the "Exchange Fund")
issuable pursuant to Section 2.01 in exchange for outstanding shares of i-Cube
Common Stock.

(b) Exchange Procedures. As soon as reasonably practicable after the
Effective Time, the Exchange Agent shall mail to each holder of record of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding shares of i-Cube Common Stock (the "Certificates")
whose shares were converted into the right to receive the Merger Consideration
pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to the Exchange Agent and
shall be in such form and have such other provisions as Razorfish and i-Cube
may reasonably specify) and (ii) instructions for use in surrendering the
Certificates in exchange for the Merger Consideration. Upon surrender of a
Certificate for cancellation to the Exchange Agent, together with such letter
of transmittal, duly executed, and such other documents as may reasonably be
required by the Exchange Agent, the holder of such Certificate shall receive in
exchange therefor a certificate representing that number of whole shares of
Razorfish Common Stock which such holder has the right to receive pursuant to
the provisions of this Article II, certain dividends or other distributions in
accordance with Section 2.02(c) and cash in lieu of any fractional share of
Razorfish Common Stock in accordance with Section 2.02(e), and the Certificate
so surrendered shall forthwith be canceled. In the event of a transfer of
ownership of i-Cube Common Stock which is not registered in the transfer
records of i-Cube, a certificate representing the proper number of shares of
Razorfish Common Stock may be issued to a person (as defined in Section 8.03)
other than the person in whose name the Certificate so surrendered is
registered if such Certificate shall be properly endorsed or otherwise be in
proper form for transfer and the person requesting such issuance shall pay any
transfer or other taxes required by reason of the issuance of shares of
Razorfish Common Stock to a person other than the registered holder of such
Certificate or establish to the satisfaction of Razorfish that such tax has
been paid or is not applicable. Until surrendered as contemplated by this
Section 2.02(b), each Certificate shall be deemed at any time after the
Effective Time to represent only the right to receive upon such surrender the
Merger Consideration and any cash in lieu of fractional shares of Razorfish
Common Stock to be issued or paid in consideration therefor upon surrender of
such certificate in accordance with this Section 2.02. No interest shall be
paid or will accrue on any cash payable to holders of Certificates pursuant to
the provisions of this Article II.

(c) Distributions with Respect to Unexchanged Shares. No dividends or other
distributions with respect to Razorfish Common Stock with a record date after
the Effective Time shall be paid to the holder of any unsurrendered Certificate
with respect to the shares of Razorfish Common Stock represented thereby, and
no cash payment in lieu of fractional shares shall be paid to any such holder
pursuant to Section 2.02(e), and all such dividends, other distributions and
cash in lieu of fractional shares of Razorfish Common Stock shall be paid by
Razorfish to the Exchange Agent and shall be included in the Exchange Fund, in
each case until the surrender of such Certificate in accordance with this
Article II. Subject to the effect of applicable escheat or similar laws,
following surrender of any such Certificate there shall be paid to the holder
of the certificate representing whole shares of Razorfish Common Stock issued
in exchange therefor, without interest, (i) at the time of such surrender, the
amount of dividends or other distributions with a record date after the
Effective Time theretofore paid with respect to such whole shares of Razorfish
Common Stock, and the amount of any

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cash payable in lieu of a fractional share of Razorfish Common Stock to which
such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate
payment date, the amount of dividends or other distributions with a record date
after the Effective Time but prior to such surrender and with a payment date
subsequent to such surrender payable with respect to such whole shares of
Razorfish Common Stock.

(d) No Further Ownership Rights in i-Cube Common Stock. All shares of
Razorfish Common Stock issued upon the surrender for exchange of Certificates
in accordance with the terms of this Article II (including any cash paid
pursuant to this Article II) shall be deemed to have been issued (and paid) in
full satisfaction of all rights pertaining to the shares of i-Cube Common Stock
theretofore represented by such Certificates, subject, however, to the
Surviving Corporation's obligation to pay any dividends or make any other
distributions with a record date prior to the Effective Time which may have
been declared or made by i-Cube on such shares of i-Cube Common Stock which
remain unpaid at the Effective Time, and there shall be no further registration
of transfers on the stock transfer books of the Surviving Corporation of the
shares of i-Cube Common Stock which were outstanding immediately prior to the
Effective Time. If, after the Effective Time, Certificates are presented to the
Surviving Corporation or the Exchange Agent for any reason, they shall be
canceled and exchanged as provided in this Article II, except as otherwise
provided by law.

(e) No Fractional Shares. (i) No certificates or scrip representing
fractional shares of Razorfish Common Stock shall be issued upon the surrender
for exchange of Certificates, no dividend or distribution of Razorfish shall
relate to such fractional share interests and such fractional share interests
will not entitle the owner thereof to vote or to any rights of a stockholder of
Razorfish.

(ii) Razorfish shall pay each former holder of i-Cube Common Stock an
amount in cash equal to the product obtained by multiplying (A) the
fractional share interest to which such former holder (after taking into
account all shares of i-Cube Common Stock held at the Effective Time by
such holder) would otherwise be entitled by (B) the closing price for a
share of Razorfish Common Stock as furnished by the National Association of
Securities Dealers through Nasdaq on the Closing Date, and, in such case,
all references herein to the cash proceeds of the sale of the Excess Shares
and similar references shall be deemed to mean and refer to the payments
calculated as set forth in this Section 2.02(e)(ii).

(iii) As soon as practicable after the determination of the amount of
cash, if any, to be paid to holders of Certificates formerly representing
i-Cube Common Stock with respect to any fractional share interests, the
Exchange Agent shall make available such amounts to such holders of
Certificates formerly representing i-Cube Common Stock subject to and in
accordance with the terms of Section 2.02(c).

(f) Termination of Exchange Fund. Any portion of the Exchange Fund which
remains undistributed to the holders of the Certificates for twelve months
after the Effective Time shall be delivered to Razorfish, upon demand by
Razorfish, and any holders of the Certificates who have not theretofore
complied with this Article II shall thereafter look only to Razorfish for
payment of their claim for Merger Consideration, any dividends or distributions
with respect to Razorfish Common Stock and any cash in lieu of fractional
shares of Razorfish Common Stock.

(g) No Liability. None of Razorfish, Sub, i-Cube or the Exchange Agent shall
be liable to any person in respect of any shares of Razorfish Common Stock, any
dividends or distributions with respect thereto, any cash in lieu of fractional
shares of Razorfish Common Stock or any cash from the Exchange Fund, in each
case delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

(h) Investment of Exchange Fund. The Exchange Agent shall invest any cash
included in the Exchange Fund, as directed by Razorfish, on a daily basis. Any
interest and other income resulting from such investments shall be paid to
Razorfish.

(i) Lost Certificates. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by Razorfish,
the posting by such person of a bond in such reasonable amount as Razorfish may
direct as

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indemnity against any claim that may be made against it with respect to such
Certificate, the Exchange Agent shall issue in exchange for such lost, stolen
or destroyed Certificate the Merger Consideration and, if applicable, any
unpaid dividends and distributions on shares of Razorfish Common Stock
deliverable in respect thereof and any cash in lieu of fractional shares, in
each case pursuant to this Agreement.

ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties of i-Cube. Except as disclosed
in the i-Cube Filed SEC Documents (as defined in Section 3.01(g)) or as set
forth on the Disclosure Schedule delivered by i-Cube to Razorfish prior to the
execution of this Agreement (the "i-Cube Disclosure Schedule") and making
reference to the particular subsection of this Agreement to which exception is
being taken, i-Cube represents and warrants to Razorfish and Sub as follows:

(a) Organization, Standing and Corporate Power. Each of i-Cube and its
subsidiaries (as defined in Section 8.03) is a corporation or other legal
entity duly organized, validly existing and in good standing (with respect to
jurisdictions which recognize such concept) under the laws of the jurisdiction
in which it is organized and has the requisite corporate or other power, as the
case may be, and authority to carry on its business as now being conducted,
except for those jurisdictions where the failure to be so organized, existing
or in good standing individually or in the aggregate is not reasonably likely
to have a material adverse effect (as defined in Section 8.03) on i-Cube. Each
of i-Cube and its subsidiaries is duly qualified or licensed to do business and
is in good standing (with respect to jurisdictions which recognize such
concept) in each jurisdiction in which the nature of its business or the
ownership, leasing or operation of its properties makes such qualification or
licensing necessary, except for those jurisdictions where the failure to be so
qualified or licensed or to be in good standing individually or in the
aggregate is not reasonably likely to have a material adverse effect on i-Cube.
i-Cube has made available to Razorfish prior to the execution of this Agreement
complete and correct copies of its certificate of incorporation and by-laws, as
amended to date.

(b) Subsidiaries. Exhibit 21 to I-Cube's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 includes all of the subsidiaries of I-Cube
which as of the date of this Agreement are Significant Subsidiaries (as defined
in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the
"SEC"). All the outstanding shares of capital stock of, or other equity
interests in, each such Significant Subsidiary and Conduit Communications
Limited have been validly issued and are fully paid and nonassessable and are
owned directly or indirectly by i-Cube, free and clear of all pledges, claims,
liens, charges, encumbrances and security interests of any kind or nature
whatsoever (collectively, "Liens") and free of any restriction on the right to
vote, sell or otherwise dispose of such capital stock or other ownership
interests.

(c) Capital Structure. The authorized capital stock of i-Cube consists of
100 million shares of i-Cube Common Stock and one million shares of preferred
stock, par value $.01 per share, of i-Cube ("i-Cube Authorized Preferred
Stock"). (i) 19,678,825 shares of i-Cube Common Stock are issued and
outstanding; (ii) 0 shares of i-Cube Common Stock are held by i-Cube in its
treasury; (iii) 0 shares of i-Cube Authorized Preferred Stock were issued and
outstanding; and (iv) 9,103,912 shares of i-Cube Common Stock are reserved for
issuance pursuant to the 1993 Stock Plan, 1996 Stock Plan, 1998 Stock Incentive
Plan, 1998 Employee Stock Purchase Plan, 1998 Non-employee Director Stock Plan
and Conduit Plan (such plans, collectively, the "i-Cube Stock Plans") (of which
7,023,643 are subject to outstanding i-Cube Stock Options (as defined below)).
Except as set forth above, no shares of capital stock or other voting
securities of i-Cube were issued, reserved for issuance or outstanding. There
are no outstanding stock appreciation rights ("SARs") or rights (other than the
i-Cube Stock Options) to receive shares of i-Cube Common Stock on a deferred
basis granted under the i-Cube Stock Plans or otherwise. i-Cube has delivered
to Razorfish a complete and correct list, as of August 6, 1999, of the number
of shares of i-Cube Common Stock subject to outstanding stock options or other
rights to purchase or receive i-Cube Common Stock granted under the i-Cube
Stock Plans (collectively,

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<PAGE>

"i-Cube Stock Options") and the exercise prices thereof. Except as set forth on
the i-Cube Disclosure Schedule, no bonds, debentures, notes or other
indebtedness of i-Cube having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
stockholders of i-Cube may vote are issued or outstanding. All outstanding
shares of capital stock of i-Cube are, and all shares which may be issued will
be, when issued, duly authorized, validly issued, fully paid and nonassessable
and not subject to preemptive rights. Except as set forth in this Section
3.01(c), (x) there are not issued, reserved for issuance or outstanding (A) any
shares of capital stock or other voting securities of i-Cube, (B) any
securities of i-Cube convertible into or exchangeable or exercisable for shares
of capital stock or voting securities of i-Cube, (C) any warrants, calls,
options or other rights to acquire from i-Cube or any i-Cube subsidiary, and no
obligation of i-Cube or any i-Cube subsidiary to issue, any capital stock,
voting securities or securities convertible into or exchangeable or exercisable
for capital stock or voting securities of i-Cube and (y) there are not any
outstanding obligations of i-Cube or any i-Cube subsidiary to repurchase,
redeem or otherwise acquire any such securities or to issue, deliver or sell,
or cause to be issued, delivered or sold, any such securities. i-Cube is not a
party to any voting agreement with respect to the voting of any such
securities. There are no outstanding (A) securities of i-Cube or any i-Cube
subsidiary convertible into or exchangeable or exercisable for shares of
capital stock or other voting securities or ownership interests in any i-Cube
subsidiary, (B) warrants, calls, options or other rights to acquire from i-Cube
or any i-Cube subsidiary, and no obligation of i-Cube or any i-Cube subsidiary
to issue, any capital stock, voting securities or other ownership interests in,
or any securities convertible into or exchangeable or exercisable for any
capital stock, voting securities or ownership interests in, any i-Cube
subsidiary or (C) obligations of i-Cube or any i-Cube subsidiary to repurchase,
redeem or otherwise acquire any such outstanding securities of i-Cube
subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or
sold, any such securities. Other than the i-Cube subsidiaries, i-Cube does not
directly or indirectly beneficially own any securities or other beneficial
ownership interests in any other entity.

(d) Authority; Noncontravention. i-Cube has all requisite corporate power
and authority to enter into this Agreement and, subject to the i-Cube
Stockholder Approval (as defined in Section 3.01(m)), to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement by i-Cube and the consummation by i-Cube of the transactions
contemplated by this Agreement has been duly authorized by all necessary
corporate action on the part of i-Cube, subject, in the case of the Merger, to
the i-Cube Stockholders Approval. This Agreement has been duly executed and
delivered by i-Cube and, assuming the due authorization, execution and delivery
by each of the other parties hereto, constitutes legal, valid and binding
obligations of i-Cube, enforceable against i-Cube in accordance with its terms.
Without limiting the other provisions of this Section 3.01(d) above, the Board
of Directors of i-Cube, at a meeting duly called and held has, in light of and
subject to the terms and conditions set forth herein, (a) determined that this
Agreement, the i-Cube Voting Agreement, the Merger and the other transactions
contemplated hereby and by the i-Cube Voting Agreement are fair and in the best
interests of the stockholders of i-Cube, and (b) resolved to recommend to the
i-Cube Shareholders approval and adoption of this Agreement and the Merger. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement and compliance with the provisions
of this Agreement will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or
loss of a benefit under, or result in the creation of any Lien upon any of the
properties or assets of i-Cube or any of its subsidiaries under, (i) the
certificate of incorporation or by-laws of i-Cube or the comparable
organizational documents of any of its subsidiaries, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license or similar authorization
applicable to i-Cube or any of its subsidiaries or their respective properties
or assets or (iii) subject to the governmental filings and other matters
referred to in the following sentence, any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to i-Cube or any of its
subsidiaries or their respective properties or assets, other than, in the case
of clauses (ii) and (iii), any such conflicts, violations, defaults, rights,
losses or Liens that individually or in the aggregate are not (x) reasonably
likely to have a material adverse effect on i-Cube or (y) reasonably likely to
impair the ability of i-Cube to perform its obligations under this Agreement.
No consent, approval, order or authorization of, action by or in respect of, or

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registration, declaration or filing with, any federal, state, local or foreign
government, any court, administrative, regulatory or other governmental agency,
commission or authority or any non-governmental self-regulatory agency,
commission or authority (each a "Governmental Entity") is required by or with
respect to i-Cube or any of its subsidiaries in connection with the execution
and delivery of this Agreement by i-Cube or the consummation by i-Cube of the
transactions contemplated by this Agreement, except for (1) the filing of a
premerger notification and report form by i-Cube under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any
applicable filings and approvals under similar foreign antitrust laws and
regulations; (2) the filing with the SEC of (A) a proxy statement relating to
the i-Cube Stockholders Meeting (as defined in Section 5.01(b)) (such proxy
statement, together with the proxy statement relating to the Razorfish
Stockholders Meeting (as defined in Section 5.01(c)), in each case as amended
or supplemented from time to time, the "Joint Proxy Statement"), and (B) such
reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as may be required in connection
with this Agreement, and the transactions contemplated by this Agreement; (3)
the filing of the Certificate of Merger with the Delaware Secretary of State
and appropriate documents with the relevant authorities of other states in
which i-Cube is qualified to do business and such filings with Governmental
Entities to satisfy the applicable requirements of state securities or "blue
sky" laws; and (4) such consents, approvals, orders or authorizations the
failure of which to be made or obtained individually or in the aggregate is not
reasonably likely to have a material adverse effect on i-Cube.

(e) SEC Documents; Undisclosed Liabilities. i-Cube has filed all required
reports, schedules, forms, statements and other documents (including exhibits
and all other information incorporated therein) with the SEC since June 18,
1998 (the "i-Cube SEC Documents"). As of their respective dates, the i-Cube SEC
Documents complied in all material respects with the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act,
as the case may be, and the rules and regulations of the SEC promulgated
thereunder applicable to such i-Cube SEC Documents, and none of the i-Cube SEC
Documents when filed contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. Except to the extent that information contained
in any i-Cube SEC Document has been revised or superseded by a later filed
i-Cube SEC Document, none of the i-Cube SEC Documents contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The financial
statements of i-Cube included in the i-Cube SEC Documents comply as to form, as
of their respective dates of filing with the SEC, in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles (except, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and fairly
present in all material respects the consolidated financial position of i-Cube
and its consolidated subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal recurring year-end audit
adjustments). Except (i) as reflected in such financial statements or in the
notes thereto or (ii) for liabilities incurred in connection with this
Agreement or the transactions contemplated hereby or thereby, neither i-Cube
nor any of its subsidiaries has any liabilities or obligations of any nature
which, individually or in the aggregate, are reasonably likely to have a
material adverse effect on i-Cube.

(f) Information Supplied. None of the information supplied or to be supplied
by i-Cube specifically for inclusion or incorporation by reference in (i) the
registration statement on Form S-4 to be filed with the SEC by Razorfish in
connection with the issuance of Razorfish Common Stock in the Merger (the "Form
S-4") will, at the time the Form S-4 becomes effective under the Securities
Act, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) the Joint Proxy Statement will, at the date it
is first mailed to i-Cube's stockholders or at the time of the i-Cube
Stockholders Meeting, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of

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the circumstances under which they are made, not misleading. The Joint Proxy
Statement will comply as to form in all material respects with the requirements
of the Exchange Act and the rules and regulations thereunder, except that no
representation or warranty is made by i-Cube with respect to statements made or
incorporated by reference therein based on information supplied by Razorfish
specifically for inclusion or incorporation by reference in the Joint Proxy
Statement.

(g) Absence of Certain Changes or Events. Except for liabilities incurred in
connection with this Agreement or the transactions contemplated hereby and
except as disclosed in the i-Cube SEC Documents filed and publicly available
prior to the date of this Agreement (as amended to the date of this Agreement,
the "i-Cube Filed SEC Documents"), since December 31, 1998 i-Cube and its
subsidiaries have conducted their business only in the ordinary course, and
there has not been (1) any material adverse change (as defined in Section 8.03)
in i-Cube, (2) any declaration, setting aside or payment of any dividend or
other distribution (whether in cash, stock or property) with respect to any of
i-Cube's capital stock, (3) any split, combination or reclassification of any
of i-Cube's capital stock or any issuance or the authorization of any issuance
of any other securities in respect of, in lieu of or in substitution for shares
of i-Cube's capital stock, except for issuances of i-Cube Common Stock upon the
exercise of i-Cube Stock Options under the i-Cube Stock Plans, in each case
awarded prior to the date hereof in accordance with their present terms, (4)
(A) any granting by i-Cube or any of its subsidiaries to any current or former
director or executive officer of i-Cube or its subsidiaries of any increase in
compensation, bonus or other benefits, except for stock option grants listed on
Schedule 3.01(g) and normal increases in cash compensation in the ordinary
course of business consistent with past practice or as was required under any
employment agreements in effect as of the date of the most recent audited
financial statements included in the i-Cube Filed SEC Documents, (B) any
granting by i-Cube or any of its subsidiaries to any such current or former
director, executive officer or key employee of any increase in severance or
termination pay, except in the ordinary course of business consistent with past
practice, (C) any entry by i-Cube or any of its subsidiaries into, or any
amendments of, any employment, deferred compensation, consulting, severance,
termination or indemnification agreement with any such current or former
director, executive officer or key employee, or (D) any amendment to, or
modification of, any i-Cube Stock Option, (5) except insofar as may have been
required by a change in generally accepted accounting principles, any change in
accounting methods, principles or practices by i-Cube materially affecting its
assets, liabilities or business, (6) any tax election that individually or in
the aggregate is reasonably likely to have a material adverse effect on i-Cube
or any of its tax attributes or any settlement or compromise of any material
income tax liability, or (7) any action taken by i-Cube or any of its
subsidiaries during the period from December 31, 1998 to the date of this
agreement, that, if taken during the period from the date of this agreement
through the Effective Time would constitute a breach of section 4.01(a).

(h) Litigation. There is no suit, action or proceeding pending or, to the
knowledge of i-Cube, threatened against or affecting i-Cube or any of its
subsidiaries that, individually or in the aggregate, is reasonably likely to
have a material adverse effect on i-Cube nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator outstanding
against i-Cube or any of its subsidiaries having, or which is reasonably likely
to have, individually or in the aggregate, a material adverse effect on i-Cube;
provided that for purposes of this paragraph (h) any such suit, action,
proceeding, judgment, decree, injunction, rule or order arising after the date
hereof shall not be deemed to have a material adverse effect on i-Cube if and
to the extent such suit, action, proceeding, judgment, decree, injunction, rule
or order (or any relevant part thereof) is based on this Agreement, or the
transactions contemplated hereby.

(i) Compliance with Applicable Laws. i-Cube, its subsidiaries and employees
hold all permits, licenses, variances, exemptions, orders, registrations and
approvals of all Governmental Entities which are required for the operation of
the businesses of i-Cube and its subsidiaries (the "i-Cube Permits"), except
where the failure to have any such i-Cube Permits individually or in the
aggregate is not reasonably likely to have a material adverse effect on i-Cube.
i-Cube and its subsidiaries are in compliance with the terms of the i-Cube
Permits and all applicable statutes, laws, ordinances, rules and regulations,
except where the failure so to comply individually or in the aggregate is not
reasonably likely to have a material adverse effect on i-Cube. No action,

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demand, requirement or investigation by any Governmental Entity and no suit,
action or proceeding by any person, in each case with respect to i-Cube or any
of its subsidiaries or any of their respective properties, is pending or, to
the knowledge of i-Cube, threatened, other than, in each case, those the
outcome of which individually or in the aggregate are not (i) reasonably likely
to have a material adverse effect on i-Cube or (ii) reasonably likely to impair
the ability of i-Cube to perform its obligations under this Agreement or
prevent or materially delay the consummation of any of the transactions
contemplated by this Agreement; provided that for purposes of this paragraph
(i) any such action, demand, requirement or investigation or any such suit,
action or proceeding arising after the date hereof shall not be deemed to have
a material adverse effect on i-Cube if and to the extent such action, demand,
requirement or investigation or such suit, action or proceeding (or any
relevant part thereof) is based on this Agreement or the transactions
contemplated hereby.

(j) Absence of Changes in Benefit Plans. Since the date of the most recent
audited financial statements included in the i-Cube Filed SEC Documents, there
has not been any adoption or amendment in any material respect by i-Cube or any
of its subsidiaries of any collective bargaining agreement or any material
bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, medical,
welfare benefit or other plan, arrangement or understanding providing benefits
to any current or former employee, officer or director of i-Cube or any of its
wholly owned subsidiaries or any other trade or business, whether or not
incorporated, which would be treated as a single employer with Code under
Section 4001 or ERISA or Section 414(b), (c), (m) or (o) of the Code
(collectively, the "i-Cube Benefit Plans"), or any material change in any
actuarial or other assumption used to calculate funding obligations with
respect to any i-Cube pension plans, or any change in the manner in which
contributions to any i-Cube pension plans are made or the basis on which such
contributions are determined.

(k) ERISA Compliance. (i) With respect to the i-Cube Benefit Plans, no event
has occurred and, to the knowledge of i-Cube, there exists no condition or set
of circumstances, in connection with which i-Cube or any of its subsidiaries
could be subject to any liability that individually or in the aggregate is
reasonably likely to have a material adverse effect on i-Cube under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code
or any other applicable law.

(ii) Each i-Cube Benefit Plan has been administered in accordance with
its terms, except for any failures so to administer any i-Cube Benefit Plan
that individually or in the aggregate are not reasonably likely to have a
material adverse effect on i-Cube. i-Cube, its subsidiaries and all the
i-Cube Benefit Plans are in compliance with the applicable provisions of
ERISA, the Code and all other applicable laws and the terms of all
applicable collective bargaining agreements, except for any failures to be
in such compliance that individually or in the aggregate are not reasonably
likely to have a material adverse effect on i-Cube. Each i-Cube Benefit
Plan that is intended to be qualified under Section 401(a) or 401(k) of the
Code has received a favorable determination letter from the IRS that it is
so qualified and each trust established in connection with any i-Cube
Benefit Plan that is intended to be exempt from federal income taxation
under Section 501(a) of the Code has received a determination letter from
the IRS that such trust is so exempt. To the knowledge of i-Cube, no fact
or event has occurred since the date of any determination letter from the
IRS which is reasonably likely to affect adversely the qualified status of
any such i-Cube Benefit Plan or the exempt status of any such trust. There
are no pending or, to the knowledge of i-Cube, threatened lawsuits, claims,
grievances, investigations or audits of any i-Cube Benefit Plan that,
individually or in the aggregate, are reasonably likely to have a material
adverse effect on i-Cube.

(iii) Neither i-Cube nor any of its subsidiaries has incurred any
liability under Title IV of ERISA (other than liability for premiums to the
Pension Benefit Guaranty Corporation arising in the ordinary course). No
i-Cube Benefit Plan has incurred an "accumulated funding deficiency"
(within the meaning of Section 302 of ERISA or Section 412 of the Code)
whether or not waived. To the knowledge of i-Cube, there are not any facts
or circumstances that are reasonably likely to materially change the funded
status of any i-Cube Benefit Plan that is a "defined benefit" plan (as
defined in Section 3(35) of ERISA) since the date of the most recent
actuarial report for such plan. No i-Cube Benefit Plan is a "multiemployer
plan" within the meaning of Section 3(37) of ERISA.

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(iv) i-Cube and its subsidiaries are in compliance with all federal,
state and local requirements regarding employment, except for any failures
to comply that individually or in the aggregate are not reasonably likely
to have a material adverse effect on i-Cube. Neither i-Cube nor any of its
subsidiaries is a party to any collective bargaining or other labor union
contract applicable to persons employed by i-Cube or any of its
subsidiaries and no collective bargaining agreement is being negotiated by
i-Cube or any of its subsidiaries. As of the date of this Agreement, there
is no labor dispute, strike or work stoppage against i-Cube or any of its
subsidiaries pending or, to the knowledge of i-Cube, threatened which may
interfere with the respective business activities of i-Cube or any of its
subsidiaries, except where such dispute, strike or work stoppage
individually or in the aggregate is not reasonably likely to have a
material adverse effect on i-Cube. As of the date of this Agreement, to the
knowledge of i-Cube, none of i-Cube, any of its subsidiaries or any of
their respective representatives or employees has committed any unfair
labor practice in connection with the operation of the respective business
of i-Cube or any of its subsidiaries, and there is no charge or complaint
against i-Cube or any of its subsidiaries by the National Labor Relations
Board or any comparable governmental agency pending or threatened in
writing, in each case except where such actions, charges or complaints,
individually or in the aggregate, are not reasonably likely to have a
material adverse effect on i-Cube.

(v) No employee of i-Cube will be entitled to any additional benefits or
any acceleration of the time of payment or vesting of any benefits under
any i-Cube Benefit Plan as a result of the transactions contemplated by
this Agreement. No amount payable, or economic benefit provided, by i-Cube
or its subsidiaries (including any acceleration of the time of payment or
vesting of any benefit) could be considered an "excess parachute payment"
under Section 280G of the Code. No person is entitled to receive any
additional payment from i-Cube or its subsidiaries or any other person (a
"Parachute Gross-Up Payment") in the event that the excise tax of Section
4999 of the Code is imposed on such person. The Board of Directors of i-
Cube or any of its subsidiaries has not granted to any person any right to
receive any Parachute Gross-Up Payment.

(l) Taxes. (i) Each of i-Cube and its subsidiaries has timely filed all tax
returns as defined in Section 3.01 (l) (x) required to be filed by it and all
such tax returns are true, complete and correct (or requests for extensions to
file such tax returns have been timely filed, granted and have not expired).
i-Cube and each of its subsidiaries has paid (or i-Cube has paid on its behalf)
all taxes (as defined in Section 3.01(l)(ix)) shown as due on such tax returns
or otherwise due or payable, and the most recent financial statements contained
in the i-Cube Filed SEC Documents reflect an adequate reserve for all taxes
payable by i-Cube and its subsidiaries for all taxable periods and portions
thereof accrued through the date of such financial statements.

(ii) No deficiencies for any taxes have been proposed, asserted or
assessed against i-Cube or any of its subsidiaries that are not adequately
reserved for.

(iii) Neither i-Cube nor any of its subsidiaries has taken any action or
knows of any fact, agreement, plan or other circumstance that is reasonably
likely to prevent the Merger from qualifying as a reorganization within the
meaning of Section 368(a) of the Code.

(iv) The i-Cube Benefit Plans and other i-Cube employee compensation
arrangements in effect as of the date of this Agreement have been designed
so that the disallowance of a material deduction under Section 162(m) of
the Code for employee remuneration will not apply to any amounts paid or
payable by i-Cube or any of its subsidiaries under any such plan or
arrangement and, to the knowledge of i-Cube, no fact or circumstance exists
that is reasonably likely to cause such disallowance to apply to any such
amounts.

(v) Neither i-Cube nor any of its subsidiaries has constituted either a
"distributing corporation" or a "controlled corporation" in a distribution
of stock qualifying for tax-free treatment under Section 355 of the Code
(x) in the two years prior to the date of this Agreement or (y) in a
distribution which could otherwise constitute part of a "plan" or "series
of related transactions" (within the meaning of Section 355(e) of the Code)
in conjunction with the Merger.

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(vi) Neither i-Cube nor any of its subsidiaries has executed any waiver
or extension of any statute of limitations on the assessment or collection
of any taxes or with respect to any liability arising therefrom. Neither
i-Cube nor any of its subsidiaries has any liability for the taxes of any
person pursuant to Section 1.1502-6 of the Treasury Regulations promulgated
under the Code or comparable provisions of any taxing authority in respect
of any consolidated, combined or unitary tax return. There are no tax liens
on any assets of i-Cube or any of its subsidiaries, other than liens for
current taxes not yet due and payable and liens for taxes that are being
contested in good faith by appropriate proceedings.

(vii) No consent under Section 341(f) of the Code has been filed with
respect to i-Cube or any of its subsidiaries.

(viii) There are no tax sharing agreements or similar arrangements with
respect to or involving i-Cube or any of its subsidiaries. i-Cube and each
of its subsidiaries is in compliance with the terms and conditions of any
applicable tax exemptions, tax agreements or tax orders of any government
to which it may be subject or which it may have claimed, and the
transactions contemplated by this Agreement will not have any adverse
effect on such compliance.

(ix) As used in this Agreement, "taxes" shall include all (x) federal,
state, local or foreign income, property, sales, excise and other taxes or
similar governmental charges, including any interest, penalties or
additions with respect thereto, (y) liability for the payment of any
amounts of the type described in (x) as a result of being a member of an
affiliated, consolidated, combined or unitary group, and (z) liability for
the payment of any amounts as a result of being party to any tax sharing
agreement or as a result of any express or implied obligation to indemnify
any other person with respect to the payment of any amounts of the type
described in clause (x) or (y).

(x) As used in this Agreement, "tax returns" shall include any tax
return, declaration or estimated tax, tax report or other tax statement, or
any similar filing, including any schedule or attachment thereto, and
including any amendment thereof, required to be submitted to any
governmental authority with respect to any tax.

(m) Voting Requirements. The affirmative vote of the holders of a majority
of the voting power of all outstanding shares of i-Cube Common Stock at the
i-Cube Stockholders Meeting to adopt this Agreement (the "i-Cube Stockholder
Approval") is the only vote of the holders of any class or series of i-Cube's
capital stock necessary to approve and adopt this Agreement and the
transactions contemplated hereby.

(n) State Takeover Statutes. The Board of Directors of i-Cube (including the
disinterested directors thereof) has unanimously approved the terms of this
Agreement and the consummation of the Merger and the other transactions
contemplated by this Agreement and such approval constitutes approval of the
Merger and the other transactions contemplated by this Agreement by the i-Cube
Board of Directors under the provisions of Section 203 of the DGCL and
represents all the action necessary to ensure that such Section 203 does not
apply to Razorfish in connection with the Merger and the other transactions
contemplated by this Agreement. To the knowledge of i-Cube, no other state
takeover statute is applicable to the Merger or the other transactions
contemplated hereby.

(o) Accounting Matters. To the knowledge of i-Cube, neither it nor any of
its affiliates (as defined in Section 8.03) has taken or agreed to take any
action that would prevent the business combination to be effected by the Merger
to be accounted for as a pooling of interests.

(p) Brokers. No broker, investment banker, financial advisor or other
person, other than Morgan Stanley Dean Witter, the fees and expenses of which
will be paid by i-Cube, is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of i-Cube. i-Cube has furnished to Razorfish true and complete copies
of all agreements under which any such fees or expenses are payable and all
indemnification and other agreements related to the engagement of the persons
to whom such fees are payable.

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(q) Opinion of Financial Advisor. i-Cube has received the opinion of Morgan
Stanley Dean Witter, dated the date of this Agreement, to the effect that, as
of such date, the Exchange Ratio is fair from a financial point of view to
holders of shares of i-Cube Common Stock (other than Razorfish and its
affiliates), a signed copy of which opinion has been or will promptly be
delivered to Razorfish.

(r) Intellectual Property; Year 2000. (i) i-Cube and its subsidiaries own,
or are validly licensed or otherwise have the right to use, all patents, patent
rights, trademarks, trade secrets, trade names, service marks, copyrights and
other proprietary intellectual property rights and computer programs (the
"Intellectual Property Rights") which are material to the conduct of the
business of i-Cube and its subsidiaries.

(ii) To the knowledge of i-Cube, neither i-Cube nor any of its
subsidiaries has interfered with, infringed upon, misappropriated or
otherwise come into conflict with any Intellectual Property Rights or other
proprietary information of any other person, except for any such
interference, infringement, misappropriation or other conflict which is
not, individually or in the aggregate, reasonably likely to have a material
adverse effect on i-Cube. Neither i-Cube nor any of its subsidiaries has
received any written charge, complaint, claim, demand or notice alleging
any such interference, infringement, misappropriation or other conflict
(including any claim that i-Cube or any such subsidiary must license or
refrain from using any Intellectual Property Rights or other proprietary
information of any other person) which has not been settled or otherwise
fully resolved. To i-Cube's knowledge, no other person has interfered with,
infringed upon, misappropriated or otherwise come into conflict with any
Intellectual Property Rights of i-Cube or any of its subsidiaries, except
for any such interference, infringement, misappropriation or other conflict
which is not, individually or in the aggregate, reasonably likely to have a
material adverse effect on i-Cube.

(iii) As the business of i-Cube and its subsidiaries is presently
conducted and without giving effect to any changes with respect thereto
that may be made by Razorfish, to i-Cube's knowledge, Razorfish's use of
the Intellectual Property Rights which are material to the conduct of the
business of i-Cube and its subsidiaries taken as a whole will not interfere
with, infringe upon, misappropriate or otherwise come into conflict with
the Intellectual Property Rights of any other person.

(iv) i-Cube has implemented a program directed at ensuring that its and
its subsidiaries' products (including prior and current products and
technology and products and technology currently under development) will,
when used in accordance with associated documentation on a specified
platform or platforms, be capable upon installation of (i) operating in the
same manner on dates in both the Twentieth and Twenty-First centuries and
(ii) accurately processing, providing and receiving date data from, into
and between the Twentieth and Twenty-First centuries, including the years
1999 and 2000, and making leap-year calculations, provided that all
non-i-Cube products (e.g., hardware, software and firmware) material to the
conduct of the business of i-Cube and used in or in combination with i-Cube's
products, exchange data with i-Cube's products in the same manner on dates in
both the Twentieth and Twenty-First centuries. i-Cube has taken the steps as
set forth in Section 3.01(r) of the i-Cube Disclosure Schedule to assure that
the year 2000 date change will not adversely affect the systems and facilities
that support the operations of i-Cube and its subsidiaries, except as is not
reasonably likely to have a material adverse effect on i-Cube.

(s) Certain Contracts. Neither i-Cube nor any of its subsidiaries is a party
to or bound by any non-competition agreement or any other similar agreement or
obligation which purports to limit in any material respect the manner in which,
or the localities in which, all or any material portion of the business of
i-Cube and its subsidiaries, taken as a whole, is conducted.

(t) Customers. Except as listed on Schedule 3.01(t), i-Cube has no knowledge
of any loss or threatened loss of any of the ten largest customers of i-Cube or
any of its subsidiaries for the six month period ended June 30, 1999. Schedule
3.01(t) lists each of the ten largest customers of i-Cube and its subsidiaries
(in terms of amounts paid or billed, as applicable) for the six month period
ended June 30, 1999.

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Section 3.02. Representations and Warranties of Razorfish and Sub. Except as
disclosed in the Razorfish Filed SEC Documents (as defined in Section 3.02(g))
or as set forth on the Disclosure Schedule delivered by Razorfish to i-Cube
prior to the execution of this Agreement (the "Razorfish Disclosure Schedule")
and making reference to the particular subsection of this Agreement to which
exception is being taken, Razorfish and Sub represent and warrant to i-Cube as
follows:

(a) Organization, Standing and Corporate Power. Each of Razorfish, Sub and
their subsidiaries is a corporation or other legal entity duly organized,
validly existing and in good standing (with respect to jurisdictions which
recognize such concept) under the laws of the jurisdiction in which it is
organized and has the requisite corporate or other power, as the case may be,
and authority to carry on its business as now being conducted, except for those
jurisdictions where the failure to be so organized, existing or in good
standing individually or in the aggregate is not reasonably likely to have a
material adverse effect on Razorfish. Each of Razorfish and its subsidiaries is
duly qualified or licensed to do business and is in good standing (with respect
to jurisdictions which recognize such concept) in each jurisdiction in which
the nature of its business or the ownership, leasing or operation of its
properties makes such qualification or licensing necessary, except for those
jurisdictions where the failure to be so qualified or licensed or to be in good
standing individually or in the aggregate is not reasonably likely to have a
material adverse effect on Razorfish. Razorfish has made available to i-Cube
prior to the execution of this Agreement complete and correct copies of its
certificate of incorporation and by-laws and the certificate of incorporation
and by-laws of Sub, in each case as amended to date.

(b) Subsidiaries. Exhibit 21 to Razorfish's Registration Statement on Form
S-1 dated April 26, 1999 includes all the subsidiaries of Razorfish which as of
the date of this Agreement are Significant Subsidiaries (as defined in
Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital
stock of, or other equity interests in, each such Significant Subsidiary have
been validly issued and are fully paid and nonassessable and are owned directly
or indirectly by Razorfish, free and clear of all Liens and free of any
restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests.

(c) Capital Structure. The authorized capital stock of Razorfish consists of
29,999,950 shares of Razorfish Common Stock, 50 shares of Class B Common Stock
("Razorfish Class B Common Stock") and 10,000,000 shares of preferred stock,
par value $0.01 per share, of Razorfish ("Razorfish Authorized Preferred
Stock"). (i) 24,647,504 shares of Razorfish Common Stock were issued and
outstanding, (ii) 50 shares of Razorfish Class B Common Stock were issued and
outstanding, (iii) no shares of Razorfish Preferred Stock were issued and
outstanding, and (iv) approximately 4,708,623 shares of Razorfish Common Stock
were reserved for issuance pursuant to outstanding stock options or other
rights to purchase or receive Razorfish Common Stock granted under the 1997
Stock Option Plan and the 1999 Stock Incentive Plan and various plans of
companies acquired by Razorfish (such plans, collectively, the "Razorfish Stock
Plans") (of which 1,632,867 are subject to outstanding Razorfish Stock Options
(as defined below)). Except as set forth above, no shares of capital stock or
other voting securities of Razorfish are issued, reserved for issuance or
outstanding. There are no outstanding stock appreciation rights ("SARs") or
rights (other than the Razorfish Stock Options) to receive shares of Razorfish
Common Stock on a deferred basis granted under the Razorfish Stock Plans or
otherwise. Razorfish has delivered to i-Cube a complete and correct list, as of
August 9, 1999 of the number of shares of Razorfish Common Stock subject to
outstanding stock options or other rights to purchase or receive Razorfish
Common Stock granted under the Razorfish Stock Plans (collectively, "Razorfish
Stock Options") and the exercise prices thereof. No bonds, debentures, notes or
other indebtedness of Razorfish having the right to vote (or convertible into,
or exchangeable for, securities having the right to vote) on any matters on
which stockholders of Razorfish may vote are issued or outstanding. All
outstanding shares of capital stock of Razorfish are, and all shares which may
be issued will be, when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. Except as set forth in this
Section 3.02(c) of the Razorfish Disclosure Schedule, (x) there are not issued,
reserved for issuance or outstanding (A) any shares of capital stock or other
voting securities of Razorfish, (B) any securities of Razorfish convertible
into or exchangeable or exercisable for shares of capital stock or voting
securities of Razorfish, (C) any warrants, calls,

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options or other rights to acquire from Razorfish or any Razorfish subsidiary,
and no obligation of Razorfish or any Razorfish subsidiary to issue, any
capital stock, voting securities or securities convertible into or exchangeable
or exercisable for capital stock or voting securities of Razorfish and (y)
there are not any outstanding obligations of Razorfish or any Razorfish
subsidiary to repurchase, redeem or otherwise acquire any such securities or to
issue, deliver or sell, or cause to be issued, delivered or sold, any such
securities. Razorfish is not a party to any voting agreement with respect to
the voting of any such securities. There are no outstanding (A) securities of
Razorfish or any Razorfish subsidiary convertible into or exchangeable or
exercisable for shares of capital stock or other voting securities or ownership
interests in any Razorfish subsidiary, (B) warrants, calls, options or other
rights to acquire from Razorfish or any Razorfish subsidiary, and no obligation
of Razorfish or any Razorfish subsidiary to issue, any capital stock, voting
securities or other ownership interests in, or any securities convertible into
or exchangeable or exercisable for any capital stock, voting securities or
ownership interests in, any Razorfish subsidiary or (C) obligations of
Razorfish or any Razorfish subsidiary to repurchase, redeem or otherwise
acquire any such outstanding securities of Razorfish subsidiaries or to issue,
deliver or sell, or cause to be issued, delivered or sold, any such securities.
Other than the Razorfish subsidiaries, Razorfish does not directly or
indirectly beneficially own any securities or other beneficial ownership
interests in any other entity.

(d) Authority; Noncontravention. Each of Razorfish and Sub has all requisite
corporate power and authority to enter into this Agreement and to consummate
the transactions contemplated by this Agreement. The execution and delivery of
this Agreement by Razorfish and Sub and the consummation by Razorfish and Sub
of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action on the part of Razorfish and Sub, as applicable
subject, in the case of the Merger, to the Razorfish Stockholder Approval. This
Agreement has been duly executed and delivered by Razorfish and Sub and,
assuming the due authorization, execution and delivery by each of the other
parties thereto, constitutes a legal, valid and binding obligation of Razorfish
and Sub, enforceable against each of them in accordance with its terms. Without
limiting the other provisions of this Section 3.02(d) above, the Board of
Directors of Razorfish, at a meeting duly called and held has, in light of and
subject to the terms and conditions set forth herein, (a) determined that this
Agreement, the Razorfish Voting Agreement the Merger and the other transactions
contemplated hereby and by the Razorfish Voting Agreement are fair and in the
best interests of the stockholders of Razorfish, and (b) resolved to recommend
to the Razorfish Stockholder approval and adoption of this Agreement and the
Merger. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of this Agreement will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or loss of a benefit under, or result in the creation of any
Lien upon any of the properties or assets of Razorfish or Sub or any of
Razorfish's other subsidiaries under, (i) the certificate of incorporation or
by-laws of Razorfish or Sub or the comparable organizational documents of any
of Razorfish's other subsidiaries, (ii) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license or similar authorization applicable to Razorfish
or Sub or any of Razorfish's other subsidiaries or their respective properties
or assets or (iii) subject to the governmental filings and other matters
referred to in the following sentence, any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to Razorfish or any of its
subsidiaries or their respective properties or assets, other than, in the case
of clauses (ii) and (iii), any such conflicts, violations, defaults, rights,
losses or Liens that individually or in the aggregate are not (x) reasonably
likely to have a material adverse effect on Razorfish or (y) reasonably likely
to impair the ability of Razorfish or Sub to perform its obligations under this
Agreement. No consent, approval, order or authorization of, action by, or in
respect of, or registration, declaration or filing with, any Governmental
Entity is required by or with respect to Razorfish or Sub or any of Razorfish's
other subsidiaries in connection with the execution and delivery of this
Agreement by Razorfish and Sub or the execution or the consummation by
Razorfish and Sub of the transactions contemplated by this Agreement, except
for (1) the filing of a premerger notification and report form by Razorfish
under the HSR Act and any applicable filings and approvals under similar
foreign antitrust laws and regulations; (2) the filing with the SEC of (A) the
Form S-4 and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the
Exchange Act as may be required in connection with

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this Agreement and the transactions contemplated by this Agreement; (3) the
filing of the Certificate of Merger with the Delaware Secretary of State and
appropriate documents with the relevant authorities of other states in which
Razorfish is qualified to do business and such filings with Governmental
Entities to satisfy the applicable requirements of state securities or "blue
sky" laws; (4) such filings with and approvals of Nasdaq to permit the shares
of Razorfish Common Stock that are to be issued in the Merger to be quoted on
Nasdaq; and (5) such consents, approvals, orders or authorizations the failure
of which to be made or obtained individually or in the aggregate is not
reasonably likely to have a material adverse effect on Razorfish.

(e) SEC Documents; Undisclosed Liabilities. Razorfish has filed all required
reports, schedules, forms, statements and other documents (including exhibits
and all other information incorporated therein) with the SEC since April 26,
1999 (the "Razorfish SEC Documents"). As of their respective dates, the
Razorfish SEC Documents complied in all material respects with the requirements
of the Securities Act or the Exchange Act, as the case may be, and the rules
and regulations of the SEC promulgated thereunder applicable to such Razorfish
SEC Documents, and none of the Razorfish SEC Documents when filed contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Except to the extent that information contained in any Razorfish
SEC Document has been revised or superseded by a later filed Razorfish SEC
Document, none of the Razorfish SEC Documents contains any untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of Razorfish included in the Razorfish SEC Documents comply as to
form, as of their respective dates of filing with the SEC, in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto, have been prepared in accordance
with generally accepted accounting principles (except, in the case of unaudited
statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto)
and fairly present in all material respects the consolidated financial position
of Razorfish and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal recurring year-
end audit adjustments). Except (i) as reflected in such financial statements or
in the notes thereto or (ii) for liabilities incurred in connection with this
Agreement or the transactions contemplated hereby, neither Razorfish nor any of
its subsidiaries has any liabilities or obligations of any nature which,
individually or in the aggregate, are reasonably likely to have a material
adverse effect on Razorfish.

(f) Information Supplied. None of the information supplied or to be supplied
by Razorfish specifically for inclusion or incorporation by reference in (i)
the Form S-4 will, at the time the Form S-4 becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) the Joint Proxy Statement will, at
the date it is first mailed to Razorfish's stockholders or at the time of the
Razorfish Stockholders Meeting, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they are made, not misleading. The Form S-4 will comply as to form in all
material respects with the requirements of the Exchange Act and the rules and
regulations thereunder, except that no representation or warranty is made by
Razorfish with respect to statements made or incorporated by reference therein
based on information supplied by i-Cube specifically for inclusion or
incorporation by reference in the Form S-4.

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the authorization of any issuance of any other securities in respect of, in
lieu of or in substitution for shares of Razorfish's capital stock, except for
issuances of Razorfish Common Stock upon the exercise of Razorfish Stock
Options under the Razorfish Stock Plans, in each case awarded prior to the date
hereof in accordance with their present terms, (4) (A) any granting by
Razorfish or any of its subsidiaries to any current or former director or
executive officer of Razorfish or its subsidiaries of any increase in
compensation, bonus or other benefits, except for stock option grants listed on
Schedule 3.02(g) and normal increases in cash compensation in the ordinary
course of business consistent with past practice or as was required under any
employment agreements in effect as of the date of the most recent audited
financial statements included in the Razorfish Filed SEC Documents, (B) any
granting by Razorfish or any of its subsidiaries to any such current or former
director, executive officer or key employee of any increase in severance or
termination pay, except in the ordinary course of business consistent with past
practice, (C) any entry by Razorfish or any of its subsidiaries into, or any
amendments of, any employment, deferred compensation, consulting, severance,
termination or indemnification agreement with any such current or former
director, executive officer or key employee, or (D) any amendment to, or
modification of, any Razorfish Stock Option, (5) except insofar as may have
been or required by a change in generally accepted accounting principles, any
change in accounting methods, principles or practices by Razorfish materially
affecting its assets, liabilities or business; (6) any tax election that
individually or in the aggregate is reasonably likely to have a material
adverse effect on Razorfish or any of its tax attributes or any settlement or
compromise of any material income tax liability or (7) any action taken by
Razorfish or any of its subsidiaries during the period from December 31, 1998
to the date of this agreement, that, if taken during the period from the date
of this agreement through the Effective Time would constitute a breach of
Section 4.01(b).

(h) Litigation. There is no suit, action or proceeding pending or, to the
knowledge of Razorfish, threatened against or affecting Razorfish or any of its
subsidiaries that, individually or in the aggregate, is reasonably likely to
have a material adverse effect on Razorfish nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator outstanding
against Razorfish or any of its subsidiaries having, or which is reasonably
likely to have, individually or in the aggregate, a material adverse effect on
Razorfish; provided that, for purposes of this paragraph (g), any such suit,
action, proceeding, judgment, decree, injunction, rule or order arising after
the date hereof shall not be deemed to have a material adverse effect on
Razorfish if and to the extent such suit, action, proceeding, judgment, decree,
injunction, rule or order (or any relevant part thereof) is based on this
Agreement, or the transactions contemplated hereby.

(i) Compliance with Applicable Laws. Razorfish, its subsidiaries and
employees hold all permits, licenses, variances, exemptions, orders,
registrations and approvals of all Governmental Entities which are required for
the operation of the businesses of Razorfish and its subsidiaries (the
"Razorfish Permits") except where the failure to have any such Razorfish
Permits individually or in the aggregate is not reasonably likely to have a
material adverse effect on Razorfish. Razorfish and its subsidiaries are in
compliance with the terms of the Razorfish Permits and all applicable statutes,
laws, ordinances, rules and regulations, except where the failure so to comply
individually or in the aggregate is not reasonably likely to have a material
adverse effect on Razorfish. No action, demand, requirement or investigation by
any Governmental Entity and no suit, action or proceeding by any person, in
each case with respect to Razorfish or any of its subsidiaries or any of their
respective properties, is pending or, to the knowledge of Razorfish,
threatened, other than, in each case, those the outcome of which individually
or in the aggregate are not (i) reasonably likely to have a material adverse
effect on Razorfish or (ii) reasonably likely to impair the ability of
Razorfish to perform its obligations under this Agreement or prevent or
materially delay the consummation of any of the transactions contemplated by
this Agreement; provided that for purposes of this paragraph (h) any such
action, demand, requirement or investigation or any such suit, action or
proceeding arising after the date hereof shall not be deemed to have a material
adverse effect on Razorfish if and to the extent such action, demand,
requirement or investigation or such suit, action or proceeding (or any
relevant part thereof) is based on this Agreement or the Voting Agreement, or
the transactions contemplated hereby or thereby.

(j) Absence of Changes in Benefit Plans. Since the date of the most recent
audited financial statements included in the Razorfish Filed SEC Documents,
there has not been any adoption or amendment in any material

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respect by Razorfish or any of its subsidiaries of any collective bargaining
agreement or any material bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase, stock
option, phantom stock, retirement, vacation, severance, disability, death
benefit, hospitalization, medical, welfare benefit or other plan, arrangement
or understanding providing benefits to any current or former employee, officer
or director of Razorfish or any of its wholly owned subsidiaries or any other
trade or business, whether or not incorporated, which would be treated as a
single employer with i-Cube under Section 4001 of ERISA or Section 414(b), (c),
(m) or (o) of the Code (collectively, the "Razorfish Benefit Plans"), or any
material change in any actuarial or other assumption used to calculate funding
obligations with respect to any Razorfish pension plans, or any change in the
manner in which contributions to any Razorfish pension plans are made or the
basis on which such contributions are determined.

(k) ERISA Compliance. (i) With respect to the Razorfish Benefit Plans, no
event has occurred and, to the knowledge of Razorfish, there exists no
condition or set of circumstances, in connection with which Razorfish or any of
its subsidiaries could be subject to any liability that individually or in the
aggregate is reasonably likely to have a material adverse effect on Razorfish
under the ERISA, the Code or any other applicable law.

(ii) Each Razorfish Benefit Plan has been administered in accordance
with its terms, except for any failures so to administer any Razorfish
Benefit Plan that individually or in the aggregate are not reasonably
likely to have a material adverse effect on Razorfish. Razorfish, its
subsidiaries and all the Razorfish Benefit Plans are in compliance with the
applicable provisions of ERISA, the Code and all other applicable laws and
the terms of all applicable collective bargaining agreements, except for
any failures to be in such compliance that individually or in the aggregate
are not reasonably likely to have a material adverse effect on Razorfish.
Each Razorfish Benefit Plan that is intended to be qualified under Section
401(a) or 401(k) of the Code has received a favorable determination letter
from the IRS that it is so qualified and each trust established in
connection with any Razorfish Benefit Plan that is intended to be exempt
from federal income taxation under Section 501(a) of the Code has received
a determination letter from the IRS that such trust is so exempt. To the
knowledge of Razorfish, no fact or event has occurred since the date of any
determination letter from the IRS which is reasonably likely to affect
adversely the qualified status of any such Razorfish Benefit Plan or the
exempt status of any such trust. There are no pending or, to the knowledge
of Razorfish, threatened lawsuits, claims, grievances, investigations or
audits of any Razorfish Benefit Plan that, individually or in the
aggregate, are reasonably likely to have a material adverse effect on
Razorfish.

(iii) Neither Razorfish nor any of its subsidiaries has incurred any
liability under Title IV of ERISA (other than liability for premiums to the
Pension Benefit Guaranty Corporation arising in the ordinary course). No
Razorfish Benefit Plan has incurred an "accumulated funding deficiency"
(within the meaning of Section 302 of ERISA or Section 412 of the Code)
whether or not waived. To the knowledge of Razorfish, there are not any
facts or circumstances that are reasonably likely to materially change the
funded status of any Razorfish Benefit Plan that is a "defined benefit"
plan (as defined in Section 3(35) of ERISA) since the date of the most
recent actuarial report for such plan. No Razorfish Benefit Plan is a
"multiemployer plan" within the meaning of Section 3(37) of ERISA.

(iv) Razorfish and its subsidiaries are in compliance with all federal,
state and local requirements regarding employment, except for any failures
to comply that individually or in the aggregate are not reasonably likely
to have a material adverse effect on Razorfish. Neither Razorfish nor any
of its subsidiaries is a party to any collective bargaining or other labor
union contract applicable to persons employed by Razorfish or any of its
subsidiaries and no collective bargaining agreement is being negotiated by
Razorfish or any of its subsidiaries. As of the date of this Agreement,
there is no labor dispute, strike or work stoppage against Razorfish or any
of its subsidiaries pending or, to the knowledge of Razorfish, threatened
which may interfere with the respective business activities of Razorfish or
any of its subsidiaries, except where such dispute, strike or work stoppage
individually or in the aggregate is not reasonably likely to have a
material adverse effect on Razorfish. As of the date of this Agreement, to
the

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knowledge of Razorfish, none of Razorfish, any of its subsidiaries or any
of their respective representatives or employees has committed any unfair
labor practice in connection with the operation of the respective business
of Razorfish or any of its subsidiaries, and there is no charge or
complaint against Razorfish or any of its subsidiaries by the National
Labor Relations Board or any comparable governmental agency pending or
threatened in writing, in each case except where such actions, charges or
complaints, individually or in the aggregate, are not reasonably likely to
have a material adverse effect on Razorfish.

(v) No employee of Razorfish will be entitled to any additional benefits
or any acceleration of the time of payment or vesting of any benefits under
any Razorfish Benefit Plan as a result of the transactions contemplated by
this Agreement. No amount payable, or economic benefit provided, by
Razorfish or its subsidiaries (including any acceleration of the time of
payment or vesting of any benefit) could be considered an "excess parachute
payment" under Section 280G of the Code. No person is entitled to receive
any Parachute Gross-Up Payment in the event that the excise tax of Section
4999 of the Code is imposed on such person. The Board of Directors of
Razorfish or any of its subsidiaries has not granted to any person any
right to receive any Parachute Gross-Up Payment.

(l) Taxes. (i) Each of Razorfish and its subsidiaries has timely filed all
tax returns required to be filed by it and all such tax returns are true,
complete and correct (or requests for extensions to file such tax returns have
been timely filed, granted and have not expired). Razorfish and each of its
subsidiaries has paid (or Razorfish has paid on its behalf) all taxes shown as
due on such tax returns or otherwise due or payable, and the most recent
financial statements contained in the Razorfish Filed SEC Documents reflect an
adequate reserve for all taxes payable by Razorfish and its subsidiaries for
all taxable periods and portions thereof accrued through the date of such
financial statements.

(ii) No deficiencies for any taxes have been proposed, asserted or
assessed against Razorfish or any of its subsidiaries that are not
adequately reserved for.

(iii) Neither Razorfish nor any of its subsidiaries has taken any action
or knows of any fact, agreement, plan or other circumstance that is
reasonably likely to prevent the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Code.

(iv) The Razorfish Benefit Plans and other Razorfish employee
compensation arrangements in effect as of the date of this Agreement have
been designed so that the disallowance of a material deduction under
Section 162(m) of the Code for employee remuneration will not apply to any
amounts paid or payable by Razorfish or any of its subsidiaries under any
such plan or arrangement and, to the knowledge of Razorfish, no fact or
circumstance exists that is reasonably likely to cause such disallowance to
apply to any such amounts.

(v) Neither Razorfish nor any of its subsidiaries has executed any
waiver or extension of any statute of limitations on the assessment or
collection of any taxes or with respect to any liability arising therefrom.
Neither i-Cube nor any of its subsidiaries has any liability for the taxes
of any person pursuant to Section 1.1502-6 of the Treasury Regulations
promulgated under the Code or comparable provisions of any taxing authority
in respect of any consolidated, combined or unitary tax return. There are
no tax liens on any assets of Razorfish or any of its subsidiaries, other
than liens for current taxes not yet due and payable and liens for taxes
that are being contested in good faith by appropriate proceedings.

(vi) No consent under Section 341(f) of the Code has been filed with
respect to Razorfish or any of its subsidiaries.

(vii) There are no tax sharing agreements or similar arrangements with
respect to or involving Razorfish or any of its subsidiaries. Razorfish and
each of its subsidiaries is in compliance with the terms and conditions of
any applicable tax exemptions, tax agreements or tax orders of any
government to which it may be subject or which it may have claimed, and the
transactions contemplated by this Agreement will not have any adverse
effect on such compliance.

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(m) Voting Requirements. The affirmative vote of the holders of a majority
of the total votes cast by holders of shares of Razorfish Common Stock at the
Razorfish Stockholders Meeting at which a quorum is present to adopt this
Agreement (the "Razorfish Stockholder Approval") is the only vote of the
holders of any class or series of Razorfish's capital stock necessary to
approve and adopt this Agreement, and the transactions contemplated hereby.

(n) Accounting Matters. To the knowledge of Razorfish, neither Razorfish nor
any of its affiliates has taken or agreed to take any action that would prevent
the business combination to be effected by the Merger to be accounted for as a
pooling of interests.

(o) Brokers. No broker, investment banker, financial advisor or other
person, other than Credit Suisse First Boston Corporation, the fees and
expenses of which will be paid by Razorfish, is entitled to any broker's,
finder's, financial advisor's or other similar fee or commission in connection
with the transactions contemplated by this Agreement and the Razorfish Voting
Agreement based upon arrangements made by or on behalf of Razorfish. Razorfish
has furnished to i-Cube true and complete copies of all agreements related to
the engagement of the persons to whom such fees are payable.

(p) Opinion of Financial Advisor. Razorfish has received the opinion of
Credit Suisse First Boston Corporation, dated the date of this Agreement, to
the effect that, as of such date, the Exchange Ratio is fair to Razorfish from
a financial point of view, a signed copy of which opinion has been or will
promptly be delivered to i-Cube.

(q) Intellectual Property; Year 2000. (i) Razorfish and its subsidiaries
own, or are validly licensed or otherwise have the right to use, all
Intellectual Property Rights which are material to the conduct of the business
of Razorfish and its subsidiaries.

(ii) To the knowledge of Razorfish, neither Razorfish nor any of its
subsidiaries has interfered with, infringed upon, misappropriated or
otherwise come into conflict with any Intellectual Property Rights or other
proprietary information of any other person, except for any such
interference, infringement, misappropriation or other conflict which is
not, individually or in the aggregate, reasonably likely to have a material
adverse effect on Razorfish. Neither Razorfish nor any of its subsidiaries
has received any written charge, complaint, claim, demand or notice
alleging any such interference, infringement, misappropriation or other
conflict (including any claim that Razorfish or any such subsidiary must
license or refrain from using any Intellectual Property Rights or other
proprietary information of any other person) which has not been settled or
otherwise fully resolved. To Razorfish's knowledge, no other person has
interfered with, infringed upon, misappropriated or otherwise come into
conflict with any Intellectual Property Rights of Razorfish or any of its
subsidiaries, except for any such interference, infringement,
misappropriation or other conflict which is not, individually or in the
aggregate, reasonably likely to have a material adverse effect on
Razorfish.

(iii) As the business of Razorfish and its subsidiaries is presently
conducted and without giving effect to any changes with respect thereto
that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use of
the Intellectual Property Rights which are material to the conduct of the
business of Razorfish and its subsidiaries taken as a whole will not
interfere with, infringe upon, misappropriate or otherwise come into
conflict with the Intellectual Property Rights of any other person.

(iv) Razorfish has implemented a program directed at ensuring that its
and its subsidiaries' products (including prior and current products and
technology and products and technology currently under development) will,
when used in accordance with associated documentation on a specified
platform or platforms, be capable upon installation of (i) operating in the
same manner on dates in both the Twentieth and Twenty-First centuries and
(ii) accurately processing, providing and receiving date data from, into
and between the Twentieth and Twenty-First centuries, including the years
1999 and 2000, and making leap-year calculations, provided that all non-
Razorfish products (e.g., hardware, software and firmware) material to the
conduct of the business of Razorfish and used in or in combination with
Razorfish's

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products, exchange data with Razorfish's products in the same manner on
dates in both the Twentieth and Twenty-First centuries. Razorfish has taken
the steps as set forth in Section 3.02(q) of the Razorfish Disclosure
Schedule to assure that the year 2000 date change will not adversely affect
the systems and facilities that support the operations of Razorfish and its
subsidiaries, except as is not reasonably likely to have a material adverse
effect on Razorfish.

(r) Certain Contracts. Neither Razorfish nor any of its subsidiaries is a
party to or bound by any non-competition agreement or any other similar
agreement or obligation which purports to limit in any material respect the
manner in which, or the localities in which, all or any material portion of the
business of Razorfish and its subsidiaries, taken as a whole, is conducted.

(s) Interim Operations of Sub. Sub was formed solely for the purpose of
engaging in the transactions contemplated hereby, has engaged in no other
business activities and has conducted its operations only as contemplated
hereby.

(t) Customers. Except as listed on Schedule 3.01(t), Razorfish has no
knowledge of any loss or threatened loss of any of the ten largest customers of
Razorfish or any of its subsidiaries for the six month period ended June 30,
1999. Schedule 3.02(t) lists each of the ten largest customers of Razorfish and
its subsidiaries (in terms of amounts paid or billed, as applicable) for the
six month period ended June 30, 1999.

ARTICLE IV

Covenants Relating to Conduct of Business

Section 4.01. (a) Conduct of Business by i-Cube. (a) Except as set forth in
Section 4.01 of the i-Cube Disclosure Schedule, as otherwise expressly
contemplated by this Agreement or as consented to by Razorfish, such consent
not to be unreasonably withheld or delayed, during the period from the date of
this Agreement to the Effective Time, i-Cube shall, and shall cause its
subsidiaries to, carry on their respective businesses in the ordinary course
consistent with past practice and in compliance in all material respects with
all applicable laws and regulations and, to the extent consistent therewith,
use all reasonable efforts to preserve intact their current business
organizations, use reasonable efforts to keep available the services of their
current officers and other key employees and preserve their relationships with
those persons having business dealings with them to the end that their goodwill
and ongoing businesses shall be unimpaired at the Effective Time. Without
limiting the generality of the foregoing (but subject to the above exceptions),
during the period from the date of this Agreement to the Effective Time, i-Cube
shall not, and shall not permit any of its subsidiaries to:

(i) other than dividends and distributions (including liquidating
distributions) by a direct or indirect wholly owned subsidiary of i-Cube to
its parent, (x) declare, set aside or pay any dividends on, or make any
other distributions in respect of, any of its capital stock, (y) split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock, except for issuances of
i-Cube Common Stock pursuant to the exercise of i-Cube Stock Options or
i-Cube convertible debt outstanding as of the date hereof in accordance with
their present terms or (z) purchase, redeem or otherwise acquire any shares
of capital stock of i-Cube or any of its subsidiaries or any other
securities thereof or any rights, warrants or options to acquire any such
shares or other securities, except for purchases of capital stock or other
securities of i-Cube or its subsidiaries (or any rights, warrants or
options to acquires such shares or securities) by i-Cube from those of its
directors or employees terminated after the date hereof and prior to the
Closing Date; provided that such purchases shall in no event exceed
$1,500,000 in the aggregate.

(ii) issue, deliver, sell, pledge or otherwise encumber or subject to
any Lien any shares of its capital stock, any other voting securities or
any securities convertible into, or any rights, warrants or options to
acquire, any such shares, voting securities or convertible securities
(other than (x) the issuance of i-Cube Stock Options granted consistent
with past practice to new or promoted employees (other than executive
officers) of i-Cube representing in the aggregate not more than 350,000
shares of i-Cube Common Stock

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(provided that the vesting of such i-Cube Stock Options shall not be
accelerated as a result of the Merger) or (y) the issuance of i-Cube Common
Stock upon the exercise of i-Cube Stock Options outstanding as of the date
hereof in accordance with their present terms, or upon the exercise of the
i-Cube Stock Options referred to in clause (x) in accordance with their
terms;

(iii) amend i-Cube's certificate of incorporation, by-laws or other
comparable organizational documents;

(iv) acquire or agree to acquire by merging or consolidating with, or by
purchasing assets of, or by any other manner, any business or any person,
other than purchases of or supplies in the ordinary course of business
consistent with past practice;

(v) sell, lease, license, mortgage or otherwise encumber or subject to
any Lien or otherwise dispose of any of its properties or assets (including
securitizations), other than sales or licenses of finished goods or
services in the ordinary course of business consistent with past practice;

(vi) (x) incur any indebtedness for borrowed money or guarantee any such
indebtedness of another person, issue or sell any debt securities or
warrants or other rights to acquire any debt securities of i-Cube or any of
its subsidiaries, guarantee any debt securities of another person, enter
into any "keep well" or other agreement to maintain any financial statement
condition of another person or enter into any arrangement having the
economic effect of any of the foregoing, except for short-term borrowings
incurred in the ordinary course of business (or to refund existing or
maturing indebtedness) consistent with past practice and except for
intercompany indebtedness between i-Cube and any of its subsidiaries or
between such subsidiaries, or (y) make any loans, advances or capital
contributions to, or investments in, any other person other than expense
reimbursement in the ordinary course of business;

(vii) make or agree to make any new capital expenditure or expenditures,
or enter into any agreement or agreements providing for payments which,
individually, are in excess of $100,000 or, in the aggregate, are in excess
of $600,000;

(viii) make any tax election that, individually or in the aggregate, is
reasonably likely to have an adverse effect on the tax liability of i-Cube
or settle or compromise any income tax liability;

(ix) pay, discharge, settle or satisfy any material claims, liabilities,
obligations or litigation (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge, settlement or
satisfaction, in the ordinary course of business consistent with past
practice or in accordance with their terms, of liabilities recognized or
disclosed in the most recent consolidated financial statements (or the
notes thereto) of i-Cube included in the i-Cube Filed SEC Documents or
incurred since the date of such financial statements, or waive the benefits
of, or agree to modify in any manner, any standstill or similar agreement
to which i-Cube or any of its subsidiaries is a party;

(x) except as required by law or contemplated hereby and except for
labor agreements negotiated in the ordinary course, enter into, adopt or
amend in any material respect or terminate any i-Cube Benefit Plan or any
other agreement, plan or policy involving i-Cube or its subsidiaries, and
one or more of its directors, officers or employees, or materially change
any actuarial or other assumption used to calculate funding obligations
with respect to any pension plan, or change the manner in which
contributions to any pension plan are made or the basis on which such
contributions are determined;

(xi) except for normal increases in the ordinary course of business
consistent with past practice that, in the aggregate, do not materially
increase benefits or compensation expenses of i-Cube or its subsidiaries,
or as contemplated hereby or by the terms of any employment agreement in
existence on the date hereof, increase the cash compensation of any
director, executive officer or other key employee or pay any benefit or
amount not required by a plan or arrangement as in effect on the date of
this Agreement to any such person;

(xii) transfer or license to any person or entity or otherwise extend,
amend or modify any rights to the Intellectual Property Rights of i-Cube
and its subsidiaries other than in the ordinary course of business
consistent with past practices or on a non-exclusive basis not materially
different from past practices;

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(xiii) enter into or amend in any material respect any material
agreement or any agreements pursuant to which any person is granted
exclusive marketing, manufacturing or other rights with respect to any
i-Cube service, process or technology;

(xiv) take any action that would cause the representations and
warranties set forth in Section 3.01(g) to no longer be true and correct;
or

(xv) authorize, or commit or agree to take, any of the foregoing
actions.

(b) Conduct of Business by Razorfish. Except to the extent required to
consummate the transactions contemplated by this Agreement, during the period
from the date of this Agreement to the Effective Time, Razorfish shall not,
and, if applicable, shall not permit any of its subsidiaries to:

(i) other than dividends and distributions (including liquidating
distributions) by a direct or indirect wholly owned subsidiary of Razorfish
to its parent, (x) declare, set aside or pay any dividends on, or make any
other distributions in respect of, any of its capital stock, (y) split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock, except for issuances of
Razorfish Common Stock pursuant to the exercise of options outstanding
under the Razorfish Benefit Plans, Razorfish Stock Options or Razorfish
convertible debt outstanding as of the date hereof or as contemplated by
Section 4.01(b) in accordance with their present terms or (z) purchase,
redeem or otherwise acquire any shares of capital stock of Razorfish or any
of its subsidiaries or any other securities thereof or any rights, warrants
or options to acquire any such shares or other securities;

(ii) issue Razorfish Common Stock (or rights, warrants or options to
acquire Razorfish Common Stock) that constitutes more than twenty percent
(20%) of the Razorfish Common Stock issued and outstanding on the date of a
definitive agreement in connection with any acquisition or series of
related acquisitions (including a merger or consolidation) or asset
purchase;

(iii) sell all, or substantially all, of the assets of Razorfish;

(iv) amend Razorfish's certificate of incorporation, by-laws or other
comparable organizational documents in any material respect;

(v) amend the Razorfish Stock Plans; provided, however, that Razorfish
shall be permitted to increase by up to one million additional shares of
Razorfish Common Stock for reservation, listing and issuance thereunder;

(vi) in an amount in excess of $25 million, incur any indebtedness for
borrowed money or guarantee any such indebtedness of another person, issue
or sell any debt securities or warrants or other rights to acquire any debt
securities of Razorfish or any of its subsidiaries, guarantee any debt
securities of another person, enter into any "keep well" or other agreement
to maintain any financial statement condition of another person or enter
into any arrangement having the economic effect of any of the foregoing,
except for short-term borrowings incurred in the ordinary course of
business (or to refund existing or maturing indebtedness) consistent with
past practice and except for intercompany indebtedness between i-Cube and
any of its subsidiaries or between such subsidiaries; and

(vii) take any action that would cause the representations and
warranties set forth in Section 3.02(g) to no longer be true and correct;

(viii) issue preferred stock of Razorfish or securities which by their
terms are convertible into preferred stock of Razorfish; and

(ix) authorize, or commit or agree to take, any of the foregoing
actions;

provided, however, that Razorfish may take any of the foregoing prohibited
actions with the consent of the Chief Executive Officer of i-Cube, which
consent shall not be unreasonably withheld or delayed.

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(c) Other Actions. Except as required by law, i-Cube and Razorfish shall
not, and shall not permit any of their respective subsidiaries to, voluntarily
take any action that would, or that could reasonably be expected to, result in
(i) any of the representations and warranties of such party set forth in this
Agreement that are qualified as to materiality becoming untrue at the Effective
Time, (ii) any of such representations and warranties that are not so qualified
becoming untrue in any material respect at the Effective Time, or (iii) any of
the conditions to the Merger set forth in Article VI not being satisfied.

(d) Advice of Changes. i-Cube and Razorfish shall promptly advise the other
party orally and in writing to the extent it has knowledge of (i) any
representation or warranty made by it contained in this Agreement becoming
untrue or inaccurate in any respect where the failure of such representation to
be so true and correct (without giving effect to any limitation as to
"materiality" or "material adverse effect" set forth therein), individually or
in the aggregate, has had or is reasonably likely to have a material adverse
effect on it, (ii) the failure by it to comply in any material respect with or
satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement and (iii) any change or
event having, or which is reasonably likely to have, a material adverse effect
on such party or on the truth of their respective representations and
warranties or the ability of the conditions set forth in Article VI to be
satisfied; provided, however, that no such notification shall affect the
representations, warranties, covenants or agreements of the parties (or
remedies with respect thereto) or the conditions to the obligations of the
parties under this Agreement.

Section 4.02. No Solicitation by i-Cube. (a) i-Cube shall not, nor shall it
permit any of its subsidiaries to, nor shall it authorize or permit any of its
directors, officers or employees or any investment banker, financial advisor,
attorney, accountant or other representative retained by it or any of its
subsidiaries to, directly or indirectly through another person, (i) solicit,
initiate or encourage (including by way of furnishing information), or take any
other action designed to facilitate, any inquiries or the making of any
proposal which constitutes an i-Cube Takeover Proposal (as defined below) or
(ii) participate in any discussions or negotiations regarding any i-Cube
Takeover Proposal; provided, however, that if, at any time prior to the date of
the i-Cube Stockholders Meeting (the "i-Cube Applicable Period"), the Board of
Directors of i-Cube determines in good faith, after consultation with outside
counsel, that it is legally advisable to do so in order to comply with its
fiduciary duties to i-Cube's stockholders under applicable law, i-Cube may, in
response to an i-Cube Superior Proposal (as defined in Section 4.02(b)) which
was not solicited by it or which did not otherwise result from a breach of this
Section 4.02(a), and subject to providing prior written notice of its decision
to take such action to Razorfish (a "Section 4.02 Notice") and compliance with
Section 4.02(c), (x) furnish information with respect to i-Cube and its
subsidiaries to any person making an i-Cube Superior Proposal pursuant to a
customary confidentiality agreement (as determined by i-Cube after consultation
with its outside counsel) and (y) participate in discussions or negotiations
regarding such i-Cube Superior Proposal. For purposes of this Agreement, "i-
Cube Takeover Proposal" means any inquiry, proposal or offer from any person
relating to any direct or indirect acquisition or purchase of a business that
constitutes 15% or more of the net revenues, net income or the assets of i-Cube
and its subsidiaries, taken as a whole, or 15% or more of any class of equity
securities of i-Cube or any of its subsidiaries, any tender offer or exchange
offer that if consummated would result in any person beneficially owning 15% or
more of any class of equity securities of i-Cube or any of its subsidiaries, or
any merger, consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving i-Cube or any of its subsidiaries,
other than the transactions contemplated by this Agreement.

(b) Except as expressly permitted by this Section 4.02, neither the Board of
Directors of i-Cube nor any committee thereof shall (i) withdraw or modify, or
propose publicly to withdraw or modify, in a manner adverse to Razorfish, the
approval or recommendation by such Board of Directors or such committee of the
Merger or this Agreement, (ii) approve or recommend, or propose publicly to
approve or recommend, any i-Cube Takeover Proposal, or (iii) cause i-Cube to
enter into any letter of intent, agreement in principle, acquisition agreement
or other similar agreement (each, a "i-Cube Acquisition Agreement") related to
any i-Cube Takeover Proposal, other than any such agreement entered into
concurrently with a termination pursuant to the next sentence in order to
facilitate such action. Notwithstanding the foregoing, during the i-Cube

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Applicable Period, in response to an i-Cube Superior Proposal which was not
solicited by i-Cube and which did not otherwise result from a breach of Section
4.02(a), the Board of Directors of i-Cube may (subject to this and the
following sentences) terminate this Agreement (and concurrently with or after
such termination, if it so chooses, cause i-Cube to enter into any i-Cube
Acquisition Agreement with respect to any i-Cube Superior Proposal), but only
at a time that is during the i-Cube Applicable Period and is after the fifth
business day following Razorfish's receipt of written notice advising Razorfish
that the Board of Directors of i-Cube is prepared to accept an i-Cube Superior
Proposal, specifying the material terms and conditions of such i-Cube Superior
Proposal and identifying the person making such i-Cube Superior Proposal. For
purposes of this Agreement, a "i-Cube Superior Proposal" means any proposal
made by a third party to acquire, directly or indirectly, including pursuant to
a tender offer, exchange offer, merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction, for
consideration consisting of cash and/or securities, more than 50% of the
combined voting power of the shares of i-Cube Common Stock then outstanding or
all or substantially all the assets of i-Cube and otherwise on terms which the
Board of Directors of i-Cube determines in its good faith judgment (based on
the advice of a financial advisor of nationally recognized reputation) to be
more favorable to i-Cube's stockholders than the Merger and for which
financing, to the extent required, is then committed or which, in the good
faith judgment of the Board of Directors of i-Cube, is reasonably capable of
being obtained by such third party.

(c) In addition to the obligations of i-Cube set forth in paragraphs (a) and
(b) of this Section 4.02, i-Cube shall immediately advise Razorfish orally and
in writing of any request for information or of any i-Cube Takeover Proposal,
the material terms and conditions of such request or i-Cube Takeover Proposal
and the identity of the person making such request or i-Cube Takeover Proposal.
i-Cube will keep Razorfish informed of the status and details (including
amendments or proposed amendments) of any such request or i-Cube Takeover
Proposal.

(d) Nothing contained in this Section 4.02 shall prohibit i-Cube from taking
and disclosing to its stockholders a position contemplated by Rule 14e-2(a)
promulgated under the Exchange Act or from making any disclosure to i-Cube's
stockholders if, in the good faith judgment of the Board of Directors of
i-Cube, after consultation with outside counsel, failure so to disclose would be
inconsistent with its obligations under applicable law; provided, however, that
neither i-Cube nor its Board of Directors nor any committee thereof shall
withdraw or modify, or propose publicly to withdraw or modify, its position
with respect to this Agreement or the Merger or approve or recommend, or
propose publicly to approve or recommend, an i-Cube Takeover Proposal.

Section 4.03. Standstill Agreements; Confidentiality Agreements. During the
period from the date of this Agreement through the Effective Time, neither
i-Cube nor Razorfish shall terminate, amend, modify or waive any provision of
any confidentiality or standstill agreement to which it or any of its respective
subsidiaries is a party. During such period, i-Cube or Razorfish, as the case
may be, shall enforce, to the fullest extent permitted under applicable law,
the provisions of any such agreement, including by obtaining injunctions to
prevent any breaches of such agreements and to enforce specifically the terms
and provisions thereof in any court of the United States of America or of any
state having jurisdiction.

ARTICLE V

Additional Agreements

Section 5.01. Preparation of the Form S-4 and the Joint Proxy Statement;
Stockholders Meetings. (a) As soon as practicable following the date of this
Agreement, i-Cube and Razorfish shall prepare and file with the SEC the Joint
Proxy Statement and Razorfish shall prepare and file with the SEC the Form S-4,
in which the Joint Proxy Statement will be included as a prospectus. Each of
i-Cube and Razorfish shall use reasonable efforts to have the Form S-4 declared
effective under the Securities Act as promptly as practicable after such
filing. i-Cube will use all reasonable efforts to cause the Joint Proxy
Statement to be mailed to i-Cube's stockholders as promptly as practicable
after the Form S-4 is declared effective under the Securities

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Act. Razorfish will use all reasonable efforts to cause the Joint Proxy
Statement to be mailed to Razorfish's stockholders as promptly as practicable
after the Form S-4 is declared effective under the Securities Act. Razorfish
shall also take any action (other than qualifying to do business in any
jurisdiction in which it is not now so qualified or to file a general consent
to service of process) required to be taken under any applicable state
securities laws in connection with the issuance of Razorfish Common Stock in
the Merger and i-Cube shall furnish all information concerning i-Cube and the
holders of i-Cube Common Stock as may be reasonably requested in connection
with any such action. No filing of, or amendment or supplement to, the Form S-4
will be made by Razorfish, or the Joint Proxy Statement will be made by either
Razorfish or i-Cube, without providing the other party the opportunity to
review and comment thereon. Razorfish will advise i-Cube, promptly after it
receives notice thereof, of the time when the Form S-4 has become effective or
any supplement or amendment has been filed, the issuance of any stop order, the
suspension of the qualification of the Razorfish Common Stock issuable in
connection with the Merger for offering or sale in any jurisdiction, or any
request by the SEC for amendment of the Form S-4 or comments thereon and
responses thereto or requests by the SEC for additional information. If at any
time prior to the Effective Time any information relating to i-Cube or
Razorfish, or any of their respective affiliates, officers or directors, should
be discovered by i-Cube or Razorfish which should be set forth in an amendment
or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any
of such documents would not include any misstatement of a material fact or omit
to state any material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, the party
which discovers such information shall promptly notify the other parties hereto
and an appropriate amendment or supplement describing such information shall be
promptly filed with the SEC and, to the extent required by law, disseminated to
the stockholders of i-Cube and Razorfish.

(b) i-Cube shall, as soon as practicable following the date of this
Agreement, duly call, give notice of, convene and hold a meeting of its
stockholders (the "i-Cube Stockholders Meeting") for the purpose of obtaining
the i-Cube Stockholder Approval and shall, through its Board of Directors,
recommend to its stockholders the approval and adoption of this Agreement, the
Merger and the other transactions contemplated hereby. Without limiting the
generality of the foregoing but subject to its rights to terminate this
Agreement pursuant to Section 4.02(b), i-Cube agrees that its obligations
pursuant to the first sentence of this Section 5.01(b) shall not be affected by
the commencement, public proposal, public disclosure or communication to i-Cube
of any i-Cube Takeover Proposal.

(c) Razorfish shall, as soon as practicable following the date of this
Agreement, duly call, give notice of, convene and hold a meeting of its
stockholders (the "Razorfish Stockholders Meeting") for the purpose of
obtaining the Razorfish Stockholder Approval and shall, through its Board of
Directors, recommend to its stockholders the approval and adoption of this
Agreement, the Merger and the other transactions contemplated hereby.

(d) i-Cube and Razorfish will use best efforts to hold the i-Cube
Stockholders Meeting and the Razorfish Stockholders Meeting on the same day as
soon as reasonably practicable after the date hereof.

(e) Concurrently herewith, each of Lawrence P. Begley, Gregory S. Young,
John A. Young, Patric J. Zilvitis, Thomas J. Meredith, Michael Pehl, Joseph M.
Tucci, Sundar Subramaniam, Madhav Anand and Chris Mathias (the "i-Cube
Shareholder Group") has entered into the i-Cube Voting Agreement with Razorfish
in substantially the form attached hereto as Exhibit A.

(f) Concurrently herewith, each of Spray Ventures AB, Communicade, Inc.,
Jeffrey A. Dachis and Craig M. Kanarick, (the "Razorfish Shareholder Group")
has entered into the Razorfish Voting Agreement with i-Cube in the form
attached hereto as Exhibit A-1.

Section 5.02. Letters of i-Cube's Accountants. (a) i-Cube shall use
reasonable efforts to cause to be delivered to Razorfish two letters from
i-Cube's independent accountants, one dated a date within two business days
before the date on which the Form S-4 shall become effective and one dated a
date within two business days before the Closing Date, each addressed to
Razorfish, in form and substance reasonably satisfactory to

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Razorfish and customary in scope and substance for comfort letters delivered by
independent public accountants in connection with registration statements
similar to the Form S-4.

(b) i-Cube shall provide reasonable cooperation to each of Razorfish's
independent accountants and i-Cube's independent accountants to enable them to
issue the letters referred to in Section 6.01(f) and shall use reasonable
efforts to cause them to do so.

Section 5.03. Letters of Razorfish's Accountants. (a) Razorfish shall use
reasonable efforts to cause to be delivered to i-Cube two letters from
Razorfish's independent accountants, one dated a date within two business days
before the date on which the Form S-4 shall become effective and one dated a
date within two business days before the Closing Date, each addressed to i-Cube,
in form and substance reasonably satisfactory to i-Cube and customary in scope
and substance for comfort letters delivered by independent public accountants in
connection with registration statements similar to the Form S-4.

(b) Razorfish shall provide reasonable cooperation to each of Razorfish's
independent accountants and i-Cube's independent accountants to enable them to
issue the letters referred to in Section 6.01(f) and shall use reasonable
efforts to cause them to do so.

Section 5.04. Access to Information; Confidentiality. Subject to the
Nondisclosure Agreement dated, May 28, 1999 between Razorfish and i-Cube (the
"Confidentiality Agreement"), each of Razorfish and i-Cube shall, and shall
cause each of its respective subsidiaries to, afford to the other party and to
the officers, employees, accountants, counsel, financial advisors and other
representatives of such other party, reasonable access during normal business
hours during the period prior to the Effective Time to all their respective
properties, books, contracts, commitments, personnel and records and, during
such period, each of i-Cube and Razorfish shall, and shall cause each of its
respective subsidiaries to, furnish promptly to the other party (a) a copy of
each report, schedule, registration statement and other document filed by it
during such period pursuant to the requirements of federal or state securities
laws and (b) all other information concerning its business, properties and
personnel as such other party may reasonably request. Neither Razorfish nor
i-Cube shall be required to provide access to or disclose information where such
access or disclosure would contravene any law, rule, regulation, order or
decree. No review pursuant to this Section 5.04 shall have an effect for the
purpose of determining the accuracy of any representation or warranty given by
either party hereto to the other party hereto. Each of i-Cube and Razorfish will
hold, and will cause its respective officers, employees, accountants, counsel,
financial advisors and other representatives and affiliates to hold, any
nonpublic information in accordance with the terms of the Confidentiality
Agreement.

Section 5.05. Commercially Reasonable Best Efforts. (a) Upon the terms and
subject to the conditions set forth in this Agreement, each of the parties
agrees to use commercially reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate
with the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Merger and the other transactions contemplated by this Agreement, including (i)
the obtaining of all necessary actions or nonactions, waivers, consents and
approvals from Governmental Entities and the making of all necessary
registrations and filings and the taking of all steps as may be necessary to
obtain an approval or waiver from, or to avoid an action or proceeding by, any
Governmental Entity, (ii) the obtaining of all necessary consents, approvals or
waivers from third parties, (iii) the defending of any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the consummation of the transactions contemplated by this Agreement, including
seeking to have any stay or temporary restraining order entered by any court or
other Governmental Entity vacated or reversed, and (iv) the execution and
delivery of any additional instruments necessary to consummate the transactions
contemplated by, and to fully carry out the purposes of, this Agreement.

(b) In connection with and without limiting the foregoing, i-Cube and
Razorfish shall (i) take all action necessary to ensure that no state takeover
statute or similar statute or regulation is or becomes applicable to the
Merger, this Agreement, or any of the other transactions contemplated by this
Agreement and (ii) if any state

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takeover statute or similar statute or regulation becomes applicable to the
Merger, this Agreement, or any other transaction contemplated by this
Agreement, take all action necessary to ensure that the Merger and the other
transactions contemplated by this Agreement may be consummated as promptly as
practicable on the terms contemplated by this Agreement and otherwise to
minimize the effect of such statute or regulation on the Merger and the other
transactions contemplated by this Agreement.

Section 5.06. Stock Options. (a) As soon as practicable following the date
of this Agreement, the Board of Directors of i-Cube (or, if appropriate, any
committee administering the i-Cube Stock Plans) shall adopt such resolutions or
take such other actions as may be required to effect the following:

(i) adjust the terms of all outstanding i-Cube Stock Options granted
under i-Cube Stock Plans, whether vested or unvested, as necessary to
provide that, at the Effective Time, each i-Cube Stock Option outstanding
immediately prior to the Effective Time shall be amended and converted into
an option to acquire, on the same terms and conditions as were applicable
under such i-Cube Stock Option (as modified by the terms of an agreement
(referred to in Section 3.01(k) of the i-Cube Disclosure Schedule) in
effect on the date hereof between i-Cube and the holder of such i-Cube
Stock Option as disclosed to Razorfish prior to the date hereof), the same
number of shares of Razorfish Common Stock (rounded down to the nearest
whole share) as the holder of such i-Cube Stock Option would have been
entitled to receive pursuant to the Merger had such holder exercised such
i-Cube Stock Option in full immediately prior to the Effective Time, at a
price per share of Razorfish Common Stock (rounded up to the nearest whole
cent) equal to (A) the aggregate exercise price for the shares of i-Cube
Common Stock otherwise purchasable pursuant to such i-Cube Stock Option
divided by (B) the aggregate number of shares of Razorfish Common Stock
deemed purchasable pursuant to such i-Cube Stock Option (each, as so
adjusted, an "Adjusted Option"); and

(ii) make such other changes to the i-Cube Stock Plans as i-Cube and
Razorfish may agree are appropriate to give effect to the Merger, including
as provided in Section 5.07.

(b) As soon as practicable after the Effective Time, Razorfish shall deliver
to the holders of i-Cube Stock Options appropriate notices setting forth such
holders' rights pursuant to the respective i-Cube Stock Plans and the
agreements evidencing the grants of such i-Cube Stock Options and that such
i-Cube Stock Options and agreements shall be assumed by Razorfish and shall
continue in effect on the same terms and conditions (subject to the adjustments
required by this Section 5.06 after giving effect to the Merger).

(c) A holder of an Adjusted Option may exercise such Adjusted Option in
whole or in part in accordance with its terms by delivering a properly executed
notice of exercise to Razorfish, together with the consideration therefor and
the federal withholding tax information, if any, required in accordance with
the related i-Cube Stock Plan.

(d) Except as otherwise contemplated by this Section 5.06 and except to the
extent required under the respective terms of the i-Cube Stock Options or any
agreement (referred to in Section 3.01(j) of the i-Cube Disclosure Schedule) in
effect on the date hereof between i-Cube and a holder of i-Cube Stock Options
(as disclosed to Razorfish prior to the date hereof), all restrictions or
limitations on transfer and vesting with respect to i-Cube Stock Options
awarded under the i-Cube Stock Plans or any other plan, program or arrangement
of i-Cube or any of its subsidiaries, to the extent that such restrictions or
limitations shall not have already lapsed, shall remain in full force and
effect with respect to such options after giving effect to the Merger and the
assumption by Razorfish as set forth above.

Section 5.07. i-Cube Stock Plans. At the Effective Time, by virtue of the
Merger, the i-Cube Stock Plans shall be assumed by Razorfish, with the result
that all obligations of i-Cube under the i-Cube Stock Plans, including with
respect to awards outstanding at the Effective Time under each i-Cube Stock
Plan, shall be obligations of Razorfish following the Effective Time. Prior to
the Effective Time, Razorfish shall take all necessary actions (including, if
required to comply with Section 162(m) of the Code (and the regulations
thereunder) or applicable law or rule of the Nasdaq, obtaining the approval of
its stockholders at the next

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regularly scheduled annual meeting of Razorfish following the Effective Time)
for the assumption of the i-Cube Stock Plans, including the reservation,
issuance and listing of Razorfish Common Stock in a number at least equal to
the number of shares of Razorfish Common Stock that will be subject to Adjusted
Options. As soon as practicable following the Effective Time, Razorfish shall
prepare and file with the SEC a registration statement on Form S-8 (or another
appropriate form) registering a number of shares of Razorfish Common Stock
determined in accordance with the preceding sentence. Such registration
statement shall be kept effective (and the current status of the prospectus or
prospectuses required thereby shall be maintained) at least for so long as
Adjusted Options or any unsettled awards granted under the i-Cube Stock Plans
after the Effective Time remain outstanding.

Section 5.08. Employee Benefit Plans; Existing Agreements. (a) On a date
that shall be no later than the first anniversary of the Effective Time (the
"Benefits Date"), Razorfish shall provide, or cause to be provided, employee
benefit plans, programs and arrangements to employees of i-Cube that are no
less favorable in the aggregate than those made generally available to non-
represented employees of Razorfish who are hired by Razorfish after December
31, 1998. From the Effective Time to the Benefits Date (which the parties
acknowledge may occur on different dates with respect to different plans,
programs or arrangements of i-Cube) (the "Continuation Period"), Razorfish
shall provide, or cause to be provided, the employee benefit plans, programs
and arrangements of i-Cube provided to employees of i-Cube as of the date
hereof; provided that during the Continuation Period, employees of i-Cube shall
be eligible for grants of stock options under Razorfish's stock option plans to
the same extent as similarly situated employees of Razorfish.

(b) With respect to each benefit plan, program practice, policy or
arrangement maintained by Razorfish in which employees of i-Cube subsequently
participate (the "Razorfish Plans"), for purposes of determining eligibility to
participate, vesting, and entitlement to benefits, including for severance
benefits and vacation entitlement (but not for accrual of pension benefits),
service with i-Cube (or predecessor employers to the extent i-Cube provides
past service credit) shall be treated as service with Razorfish; provided,
however, that such service shall not be recognized to the extent that such
recognition would result in a duplication of benefits. Such service also shall
apply for purposes of satisfying any waiting periods, evidence of insurability
requirements, or the application of any pre-existing condition limitations.
Each Razorfish Plan shall waive pre-existing condition limitations to the same
extent waived under the applicable i-Cube Benefit Plan.

Section 5.09. Indemnification, Exculpation and Insurance. (a) Razorfish
agrees that all rights to indemnification and exculpation from liabilities for
acts or omissions occurring at or prior to the Effective Time now existing in
favor of the current or former directors or officers of i-Cube and its
subsidiaries as provided in their respective certificates of incorporation or
by-laws (or comparable organizational documents) and any indemnification
agreements of i-Cube, the existence of which does not constitute a breach of
this Agreement, shall be assumed by the Surviving Corporation in the Merger,
without further action, as of the Effective Time and shall survive the Merger
and shall continue in full force and effect in accordance with their terms, and
Razorfish shall cause the Surviving Corporation to honor all such rights.

(b) In the event that the Surviving Corporation or any of its successors or
assigns (i) consolidates with or merges into any other person and is not the
continuing or surviving corporation or entity of such consolidation or merger
or (ii) transfers or conveys all or substantially all of its properties and
assets to any person, then, and in each such case, Razorfish shall cause proper
provision to be made so that the successors and assigns of the Surviving
Corporation assume the obligations set forth in this Section 5.09.

(c) For six years after the Effective Time, Razorfish shall maintain in
effect i-Cube's current directors' and officers' liability insurance covering
acts or omissions occurring prior to the Effective Time with respect to those
persons who are currently covered by i-Cube's directors' and officers'
liability insurance policy on terms with respect to such coverage and amount no
less favorable than those of such policy in effect on the date hereof; provided
that Razorfish may substitute therefor policies of Razorfish or its
subsidiaries; provided further, that if the existing or substituted directors'
and officers' liability insurance expires, is terminated or canceled during
such six-year period, Razorfish will obtain as much directors' and officers'
liability insurance

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as can be obtained for the remainder of such period for a premium not in excess
of 150% of the aggregate premiums paid by i-Cube in 1998 on an annualized basis
for such purpose and that in no event shall Razorfish be required to pay
aggregate premiums for insurance under this Section 5.09(c) in excess of 150%
of amount of aggregate premiums paid by i-Cube in 1998 on an annualized basis
for such purpose.

(d) The provisions of this Section 5.09 (i) are intended to be for the
benefit of, and will be enforceable by, each indemnified party, his or her
heirs and his or her representatives and (ii) are in addition to, and not in
substitution for, any other rights to indemnification or contribution that any
such person may have by contract or otherwise.

Section 5.10. Fees and Expenses. (a) Except as provided in this Section
5.10, all fees and expenses incurred in connection with the Merger, this
Agreement, and the transactions contemplated by this Agreement shall be paid by
the party incurring such fees or expenses, whether or not the Merger is
consummated, except that each of Razorfish and i-Cube shall bear and pay one-
half of (1) the costs and expenses incurred in connection with the filing,
printing and mailing of the Form S-4 and the Joint Proxy Statement (including
SEC filing fees) and (2) the filing fees for the premerger notification and
report forms under the HSR Act.

(b) In the event that (1) a bona fide i-Cube Takeover Proposal shall have
been made directly to the stockholders of i-Cube generally or shall have
otherwise become publicly known or any person shall have publicly announced an
intention (whether or not conditional) to make an i-Cube Takeover Proposal and
thereafter this Agreement is terminated by either Razorfish or i-Cube pursuant
to Section 7.01(b)(i) or (ii) or (2) this Agreement is terminated (x) by i-Cube
pursuant to Section 7.01(f) or (y) by Razorfish pursuant to Section 7.01(d),
then i-Cube shall promptly, but in no event later than the date of such
termination, pay Razorfish a fee equal to $23.5 million (the "i-Cube
Termination Fee"), payable by wire transfer of same day funds; provided,
however, that no i-Cube Termination Fee shall be payable to Razorfish pursuant
to clause (1) of this paragraph (b) or pursuant to a termination by Razorfish
pursuant to Section 7.01(d) unless and until within 12 months of such
termination i-Cube or any of its subsidiaries enters into any definitive
agreement with respect to, or consummates, any i-Cube Takeover Proposal made
during the term of this Agreement (for the purposes of the foregoing proviso
the term "i-Cube Takeover Proposal" shall have the meaning assigned to such
term in Section 4.02 except that the references to "15%" in the definition of
"i-Cube Takeover Proposal" in Section 4.02(a) shall be deemed to be references
to "50%" and "i-Cube Takeover Proposal" shall only be deemed to refer to a
transaction involving i-Cube, or with respect to assets (including the shares
of any subsidiary), i-Cube and its subsidiaries, taken as a whole, and not any
of its subsidiaries alone), in which event the i-Cube Termination Fee shall be
payable upon the first to occur of such events. Notwithstanding the foregoing,
if an i-Cube Takeover Proposal shall have been made as described in clause
(1) of this paragraph (b) and shall thereafter have been publicly
unconditionally withdrawn by the maker thereof prior to the event giving rise to
the termination of this Agreement referred to in clause (1) of this paragraph
(b), no i-Cube Termination Fee shall be payable by i-Cube to Razorfish unless
i-Cube or any of its subsidiaries enters into any definitive agreement with
respect to, or consummates, any i-Cube Takeover Proposal with the same maker or
any of its affiliates within the period of time set forth in the proviso to the
immediately preceding sentence. i-Cube acknowledges that the agreements
contained in this Section 5.10(b) are an integral part of the transactions
contemplated by this Agreement, and that, without these agreements, Razorfish
would not enter into this Agreement; accordingly, if i-Cube fails promptly to
pay the amount due pursuant to this Section 5.10(b), and, in order to obtain
such payment, Razorfish commences a suit which results in a judgment against
i-Cube for the fee set forth in this Section 5.10(b), i-Cube shall pay to
Razorfish its costs and expenses (including attorneys' fees and expenses) in
connection with such suit, together with interest on the amount of the fee at
the prime rate of Citibank, N.A. in effect on the date such payment was required
to be made.

Section 5.11. Public Announcements. Razorfish and i-Cube will consult with
each other before issuing, and provide each other the opportunity to review,
comment upon and concur with, any press release or other public statements with
respect to the transactions contemplated by this Agreement, including the
Merger, and shall not issue any such press release or make any such public
statement prior to such consultation, except as either party may determine is
required by applicable law, court process or by obligations pursuant to any

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listing agreement with any national securities exchange or national trading
system. The parties agree that the initial press release to be issued with
respect to the transactions contemplated by this Agreement shall be in the form
heretofore agreed to by the parties.

Section 5.12. Affiliates. As soon as practicable after the date hereof, i-
Cube shall deliver to Razorfish a letter identifying all persons who are, at
the time this Agreement is submitted for adoption by the stockholders of i-
Cube, "affiliates" of i-Cube for purposes of Rule 145 under the Securities Act
or for purposes of qualifying the Merger for pooling of interests accounting
treatment under Opinion 16 of the Accounting Principles Board and applicable
SEC rules and regulations. i-Cube shall use reasonable efforts to cause each
such person to deliver to Razorfish as of the Closing Date, a written agreement
substantially in the form attached as Exhibit B hereto.

Section 5.13. Nasdaq Quotation. Razorfish shall use reasonable efforts to
cause the Razorfish Common Stock issuable in the Merger to be approved for
quotation on Nasdaq, subject to official notice of issuance, as promptly as
practicable after the date hereof, and in any event prior to the Closing Date.

Section 5.14. Stockholder Litigation. Each of i-Cube and Razorfish shall
give the other the opportunity to participate in the defense of any stockholder
litigation against i-Cube or Razorfish as applicable and/or its directors
relating to the transactions contemplated by this Agreement and the Voting
Agreements.

Section 5.15. Tax Treatment. Each of Razorfish and i-Cube shall use
reasonable efforts to cause the Merger to qualify as a reorganization under the
provisions of Section 368 of the Code, and i-Cube shall obtain the opinion of
counsel referred to in Sections 6.03(c).

Section 5.16. Pooling of Interests. Each of i-Cube and Razorfish shall use
reasonable efforts to cause the transactions contemplated by this Agreement,
including the Merger and the Voting Agreement, to be accounted for as a pooling
of interests under Opinion 16 of the Accounting Principles Board and applicable
SEC rules and regulations, and Razorfish's and i-Cube's managements' conclusion
that such accounting treatment is appropriate for the Merger to be concurred
with by each of i-Cube's and Razorfish's auditors and by the SEC, respectively,
and each of i-Cube and Razorfish agrees that it shall voluntarily take no
action that would cause such accounting treatment not to be obtained.

Section 5.17. Resignation of i-Cube Board of Directors. i-Cube shall obtain
written letters of resignation from each of the current members of the i-Cube
Board of Directors, in each case effective immediately after the Effective
Time.

Section 5.18. Action by i-Cube and Razorfish. Prior to the Effective Time,
the Board of Directors of Razorfish and the Board of Directors of i-Cube shall
each comply with the provisions of the SEC's no-action letter dated January 12,
1999 addressed to Skadden, Arps, Slate, Meagher and Flom LLP relating to
Rule 16b.

Section 5.19. Board of Directors. On the Closing Date, the Board of
Directors of Razorfish shall consist of the following nine directors: Jeffrey
A. Dachis, Craig M. Kanarick, Per Bystedt, Jonas Svensson, Carter Bales, John
Wren, or if Mr. Wren is unable to serve, another executive officer of Omnicom
Group, Inc. reasonably acceptable to the CEO of Razorfish, Michael Pehl, Larry
Begley and one outside director designated by i-Cube.

Section 5.20. Chief Financial Officer. On or prior to the Closing Date,
Larry Begley shall be appointed Executive Vice President, Finance and Chief
Financial Officer of Razorfish.

Section 5.21. i-Cube Employee Bonuses. In the event that the Closing Date
occurs prior to December 31, 1999, i-Cube employee eligible to receive a bonus
for the 1999 calendar year pursuant to the terms and conditions of the i-Cube
bonus plan in effect immediately prior to the Closing Date (the "i-Cube Bonus
Plan") shall be eligible to receive such bonus pursuant to the i-Cube Bonus
Plan as administered by the Chief Executive Officer of Razorfish in
consultation with the Chief Executive Officer of i-Cube. i-Cube shall make all
revisions to the i-Cube Bonus Plan necessary to give effect to the foregoing.

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<PAGE>

ARTICLE VI

Conditions Precedent

Section 6.01. Conditions to Each Party's Obligation To Effect the
Merger. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

(a) Stockholder Approvals. Each of the i-Cube Stockholder Approval and the
Razorfish Stockholder Approval shall have been obtained.

(b) HSR Act. The waiting period (and any extension thereof) applicable to
the Merger under the HSR Act shall have been terminated or shall have expired.

(c) No Litigation. No judgment, order, decree, statute, law, ordinance, rule
or regulation, entered, enacted, promulgated, enforced or issued by any court
or other Governmental Entity of competent jurisdiction or other legal restraint
or prohibition (collectively, "Restraints") shall be in effect, and there shall
not be pending any suit, action or proceeding by any Governmental Entity (i)
preventing the consummation of the Merger or (ii) which otherwise is reasonably
likely to have a material adverse effect on i-Cube or Razorfish, as applicable;
provided, however, that each of the parties shall have used its reasonable
efforts to prevent the entry of any such Restraints and to appeal as promptly
as possible any such Restraints that may be entered.

(d) Form S-4. The Form S-4 shall have become effective under the Securities
Act prior to the mailing of the Joint Proxy Statement by each of i-Cube and
Razorfish to their respective stockholders and shall not be the subject of any
threatened or initiated stop order or proceedings seeking a stop order.

(e) Nasdaq Quotation. The shares of Razorfish Common Stock issuable to
i-Cube's stockholders as contemplated by this Agreement shall have been
approved for quotation on Nasdaq, subject to official notice of issuance.

(f) Pooling Letters. Each of Razorfish and i-Cube shall have received
letters, dated as of the Closing Date, in each case addressed to Razorfish and
i-Cube, from Arthur Andersen LLP and PriceWaterhouseCoopers LLP stating in
substance that pooling of interests accounting is appropriate for the Merger
under Opinion 16 of the Accounting Principles Board and applicable SEC rules
and regulations.

(g) Government Approvals. All necessary government approvals shall have been
obtained.

(h) No Injunction. No injunction or other order, decree or ruling issued by
any court of competent jurisdiction nor any statute, rule, regulation or order
entered, promulgated or enacted by any governmental, regulatory or
administrative agency or authority shall be in effect that would prohibit or
restrict the consummation of the Merger as contemplated hereby, or shall be
pending before any court, arbitrator or governmental agency, body or official.

Section 6.02. Conditions to Obligations of Razorfish and Sub. The obligation
of Razorfish and Sub to effect the Merger is further subject to satisfaction or
waiver of the following conditions:

(a) Representations and Warranties. The representations and warranties of
i-Cube set forth herein shall be true and correct both when made and at and as
of the Closing Date, as if made at and as of such time (except to the extent
expressly made as of an earlier date, in which case as of such date), except
where the failure of such representations and warranties to be so true and
correct (without giving effect to any limitation as to "materiality" or
"material adverse effect" set forth therein) does not have, and is not
reasonably likely to have, individually or in the aggregate, a material adverse
effect on i-Cube.

(b) Performance of Obligations of i-Cube. i-Cube shall have performed in all
material respects all obligations required to be performed by it under this
Agreement at or prior to the Closing Date.

A-31
<PAGE>

(c) No Material Adverse Change. At any time after the date of this Agreement
there shall not have occurred any material adverse change relating to i-Cube.

(d) The i-Cube Voting Agreement. The i-Cube Voting Agreements shall have
been observed and shall continue to be in full force and effect in accordance
with their terms.

(e) Resignation of i-Cube Board of Directors. i-Cube shall have received
written letters of resignation from each of the current members of the i-Cube
Board of Directors, in each case effective immediately after the Effective
Time.

Section 6.03. Conditions to Obligations of i-Cube. The obligation of i-Cube
to effect the Merger is further subject to satisfaction or waiver of the
following conditions:

(a) Representations and Warranties. The representations and warranties of
Razorfish and Sub set forth herein shall be true and correct both when made and
at and as of the Closing Date, as if made at and as of such time (except to the
extent expressly made as of an earlier date, in which case as of such date),
except where the failure of such representations and warranties to be so true
and correct (without giving effect to any limitation as to "materiality" or
"material adverse effect" set forth therein) does not have, and is not
reasonably likely to have, individually or in the aggregate, a material adverse
effect on Razorfish.

(b) Performance of Obligations of Razorfish and Sub. Razorfish and Sub shall
have performed in all material respects all obligations required to be
performed by them under this Agreement at or prior to the Closing Date.

(c) Tax Opinion. i-Cube shall have received from Hale and Dorr LLP, counsel
to i-Cube, on the date which the Form S-4 is declared effective by the SEC and
on the Closing Date, an opinion, in each case dated as of such respective date
and stating that the Merger will qualify for U.S. Federal income tax purposes
as a reorganization within the meaning of Section 368(a) of the Code. The
issuance of such opinion shall be conditioned up the receipt by such tax
counsel of customary representation letters from i-Cube, Razorfish and Sub in
form and substance reasonably satisfactory to such tax counsel.

(d) No Material Adverse Change. At any time after the date of this Agreement
there shall not have occurred any material adverse change relating to
Razorfish.

(e) The Razorfish Voting Agreement. The Razorfish Voting Agreements shall
have been observed and shall continue to be in full force and effect in
accordance with their terms.

Section 6.04. Frustration of Closing Conditions. Neither Razorfish, Sub nor
i-Cube may rely on the failure of any condition set forth in Section 6.01, 6.02
or 6.03, as the case may be, to be satisfied if such failure was caused by such
party's failure to use reasonable efforts to consummate the Merger and the
other transactions contemplated by this Agreement, as required by and subject
to Section 5.05.

ARTICLE VII

Termination, Amendment and Waiver

Section 7.01. Termination. This Agreement may be terminated at any time
prior to the Effective Time, whether before or after the i-Cube Stockholder
Approval or the Razorfish Stockholder Approval:

(a) by mutual written consent of Razorfish, Sub and i-Cube;

(b) by either Razorfish or i-Cube:

(i) if the Merger shall not have been consummated by January 31, 2000;
provided, however, that the right to terminate this Agreement pursuant to
this Section 7.01(b)(i) shall not be available to any party

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<PAGE>

whose failure to perform any of its obligations under this Agreement
results in the failure of the Merger to be consummated by such time;

(ii) if the i-Cube Stockholder Approval shall not have been obtained at
an i-Cube Stockholder Meeting duly convened therefor or at any adjournment
or postponement thereof;

(iii) if the Razorfish Stockholder Approval shall not have been obtained
at a Razorfish Stockholder Meeting duly convened therefor or at any
adjournment or postponement thereof;

(iv) if any Restraint having any of the effects set forth in Section
6.01(c) shall be in effect and shall have become final and nonappealable;
provided that the party seeking to terminate this Agreement pursuant to
this Section 7.01(b)(iv) shall have used reasonable efforts to prevent the
entry of and to remove such Restraint;

(c) by Razorfish, if i-Cube shall have breached or failed to perform in any
material respect any of its representations, warranties, covenants or other
agreements contained in this Agreement, which breach or failure to perform (A)
would give rise to the failure of a condition set forth in Section 6.02 (a) or
(b), and (B) is incapable of being cured by i-Cube within 30 calendar days;

(d) by Razorfish, if i-Cube or any of its directors or officers shall
participate in discussions or negotiations in breach (other than an immaterial
breach) of Section 4.02;

(e) by i-Cube, if Razorfish shall have breached or failed to perform in any
material respect any of its representations, warranties, covenants or other
agreements contained in this Agreement, which breach or failure to perform (A)
would give rise to the failure of a condition set forth in Section 6.03(a) or
(b), and (B) is incapable of being cured by Razorfish within thirty calendar
days; or

(f) by i-Cube in accordance with Section 4.02(b); provided that, in order
for the termination of this Agreement pursuant to this paragraph (f) to be
deemed effective, i-Cube shall have complied with all provisions of Section
4.02, including the notice provisions therein, and with applicable
requirements, including the payment of the i-Cube Termination Fee, of Section
5.10.

Section 7.02. Effect of Termination. In the event of termination of this
Agreement by either i-Cube or Razorfish as provided in Section 7.01, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Razorfish or i-Cube, other than the provisions of
Section 3.01(p), Section 3.02(o), the last sentence of Section 5.04, Section
5.10, this Section 7.02 and Article VIII, which provisions survive such
termination, and except to the extent that such termination results from the
willful and material breach by a party of any of its representations,
warranties, covenants or agreements set forth in this Agreement.

Section 7.03. Amendment. This Agreement may be amended by the parties at any
time before or after the i-Cube Stockholder Approval or the Razorfish
Stockholder Approval; provided, however, that after any such approval, there
shall not be made any amendment that by law requires further approval by the
stockholders of i-Cube or the approval of the stockholders of Razorfish without
the further approval of such stockholders. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties.

Section 7.04. Extension; Waiver. At any time prior to the Effective Time, a
party may (a) extend the time for the performance of any of the obligations or
other acts of the other parties, (b) waive any inaccuracies in the
representations and warranties of the other parties contained in this Agreement
or in any document delivered pursuant to this Agreement or (c) subject to the
proviso of Section 7.03, waive compliance by the other party with any of the
agreements or conditions contained in this Agreement. Any agreement on the part
of a party to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party. The failure of any
party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

A-33
<PAGE>

Section 7.05. Procedure for Termination, Amendment, Extension or Waiver. A
termination of this Agreement pursuant to Section 7.01, an amendment of this
Agreement pursuant to Section 7.03 or an extension or waiver pursuant to
Section 7.04 shall, in order to be effective, require, in the case of Razorfish
or i-Cube, action by its Board of Directors or, with respect to any amendment
to this Agreement, the duly authorized committee of its Board of Directors to
the extent permitted by law.

ARTICLE VIII

General Provisions

Section 8.01. Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time. This Section 8.01
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Effective Time.

Section 8.02. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by
overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

(a) if to Razorfish or Sub, to

107 Grand Street, 3rd Floor
New York, NY 10013

Telephone No.: (212) 966-5960
Telecopy No.: (212) 966-6915

Attention: Michael S. Simon, Esq.

with a copy to:

Morrison & Foerster, LLP
1290 Avenue of the Americas
New York, NY 10104

Telephone No.: (212) 468-8000
Telecopy No.: (212) 468-7900

Attention: Mark L. Mandel, Esq.

(b) if to i-Cube, to

101 Main Street
Cambridge, MA 02142

Telephone No.: (617) 250-2500
Telecopy No.: (617) 225-2471

Attention: David Samuels, Esq.

with a copy to:

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

Telephone No.: (617) 526-6000
Telecopy No.: (617) 526-5000

Attention: Peter B. Tarr, Esq.
Jeffrey A. Stein, Esq.

A-34
<PAGE>

Section 8.03. Definitions. For purposes of this Agreement:

(a) an "affiliate" of any person means another person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first person, where "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of a person, whether through the ownership
of voting securities, by contract, as trustee or executor, or otherwise;

(b) "material adverse change" or "material adverse effect" means, when used
in connection with i-Cube or Razorfish, any change, effect, event, occurrence
or state of facts that is, or is reasonably likely to be, materially adverse to
the business, financial condition or results of operations of such party and
its subsidiaries taken as a whole; provided, however, the following are deemed
not to constitute either a material adverse change or material adverse effect,
either alone or in combination: (i) a change in the market price or trading
volume of either Razorfish Common Stock or i-Cube Common Stock; (ii) conditions
affecting the information technology services or digital communications
industries; (iii) conditions affecting the U.S. economy, as a whole; (iv) any
effect arising primarily out of or resulting primarily from actions
contemplated by the parties in connection with the Agreement or which is
primarily attributable to the announcement of the Agreement and the
transactions contemplated thereby (to the extent so attributable); and
(v) actions or events permitted under the Agreement;

(c) "person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity;

(d) a "subsidiary" of any person means another person, an amount of the
voting securities, other voting ownership or voting partnership interests of
which is sufficient to elect at least a majority of its Board of Directors or
other governing body (or, if there are no such voting interests, 50% or more of
the equity interests of which) is owned directly or indirectly by such first
person;

(e) "knowledge" of any person which is not an individual means, with respect
to any specific matter, the knowledge of such person's executive officers and
other officers having primary responsibility for such matter, in each case
obtained in the conduct of their duties after due inquiry; and

(f) "business day" means any day other than Saturday, Sunday or any other
day on which banks are legally permitted to be closed in New York.

Section 8.04. Interpretation. When a reference is made in this Agreement to
an Article, Section or Exhibit, such reference shall be to an Article or
Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation". The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. All terms defined
in this Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined
therein. The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such term. Any agreement, instrument
or statute defined or referred to herein or in any agreement or instrument that
is referred to herein means such agreement, instrument or statute as from time
to time amended, modified or supplemented, including (in the case of agreements
or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and references to all attachments
thereto and instruments incorporated therein. References to a person are also
to its permitted successors and assigns.

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<PAGE>

Section 8.05. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.

Section 8.06. Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein), the i-Cube Voting
Agreement, the Razorfish Voting Agreement and the Confidentiality Agreement
(a) constitute the entire agreement, and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement and (b) except for the provisions of Article
II, Section 5.06, Section 5.08, and Section 5.09, are not intended to confer
upon any person other than the parties any rights or remedies.

Section 8.07. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.

Section 8.08. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by either of the parties hereto without
the prior written consent of the other party. Any assignment in violation of
the preceding sentence shall be void. Subject to the preceding two sentences,
this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.

Section 8.09. Enforcement. The parties agree that irreparable damage would
occur and that the parties would not have any adequate remedy at law in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any federal court located in the
State of Delaware or in Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (a) consents to submit itself to the personal
jurisdiction of any federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated by this Agreement, (b) agrees that it will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, and (c) agrees that it will not bring
any action relating to this Agreement or any of the transactions contemplated
by this Agreement in any court other than a federal court sitting in the State
of Delaware or a Delaware state court.

Section 8.10. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 8.11. Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

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<PAGE>

WITNESS WHEREOF, Razorfish, Sub and i-Cube have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

Razorfish, Inc.

/s/Jeffrey A. Dachis
by __________________________________
Name: Jeffrey A. Dachis
Title: President and Chief
Executive Officer

Ray Merger Sub, Inc.

/s/Jeffrey A. Dachis
by __________________________________
Name: Jeffrey A. Dachis
Title: President and Chief
Executive Officer

International Integration
Incorporated

/s/Michael Pehl
by __________________________________
Name: Michael Pehl
Title: Chairman and Chief
Executive Officer

A-37
<PAGE>

Index of Defined Terms
<TABLE>
<CAPTION>
Term Page
- ---- ----
<S> <C>
Adjusted Option............................................................ 37
affiliate.................................................................. 48
Agreement.................................................................. 1
Benefits Date.............................................................. 38
business day............................................................... 49
Certificate of Merger...................................................... 2
Certificates............................................................... 3
Closing.................................................................... 2
Closing Date............................................................... 2
Code....................................................................... 1
Common Shares Trust........................................................ 5
Confidentiality Agreement.................................................. 35
Continuation Period........................................................ 38
control.................................................................... 48
DGCL....................................................................... 1
Effective Time............................................................. 1
ERISA...................................................................... 12
Exchange Act............................................................... 9
Exchange Agent............................................................. 3
Exchange Fund.............................................................. 3
Exchange Ratio............................................................. 3
Form S-4................................................................... 10
Governmental Entity........................................................ 9
HSR Act.................................................................... 15
i-Cube..................................................................... 1
i-Cube Acquisition Agreement............................................... 31
i-Cube Applicable Period................................................... 35
i-Cube Authorized Preferred Stock.......................................... 7
i-Cube Benefit Plans....................................................... 12
i-Cube Common Stock........................................................ 1
i-Cube Disclosure Schedule................................................. 6
i-Cube Filed SEC Documents................................................. 10
i-Cube Permits............................................................. 11
i-Cube SEC Documents....................................................... 9
i-Cube Stock Options....................................................... 7
i-Cube Stock Plans......................................................... 7
i-Cube Stockholder Approval................................................ 14
</TABLE>
<TABLE>
<CAPTION>
Term Page
- ---- ----
<S> <C>
i-Cube Stockholders Meeting................................................ 34
i-Cube Superior Proposal................................................... 31
i-Cube Takeover Proposal................................................... 29
i-Cube Termination Fee..................................................... 40
i-Cube Voting Agreement.................................................... 1
Intellectual Property Rights............................................... 15
Joint Proxy Statement...................................................... 9
knowledge.................................................................. 48
Liens...................................................................... 7
material adverse change.................................................... 48
material adverse effect.................................................... 48
Merger..................................................................... 1
Merger Consideration....................................................... 1
Nasdaq..................................................................... 3
Parachute Gross-Up Payment................................................. 13
person..................................................................... 48
Razorfish.................................................................. 1
Razorfish Acquisition Agreement............................................ 33
Razorfish Applicable Period................................................ 32
Razorfish Authorized Preferred Stock....................................... 17
Razorfish Common Stock..................................................... 3
Razorfish Disclosure Schedule.............................................. 16
Razorfish Filed SEC Documents.............................................. 19
Razorfish Permits.......................................................... 20
Razorfish Plans............................................................ 38
Razorfish SEC Documents.................................................... 19
Razorfish Stock Plans...................................................... 17
Razorfish Voting Agreement................................................. 1
Restraints................................................................. 43
SARs....................................................................... 7
SEC........................................................................ 7
Section 4.02 Notice........................................................ 31
Securities Act............................................................. 9
Sub........................................................................ 1
subsidiary................................................................. 48
Surviving Corporation...................................................... 1
taxes...................................................................... 14
</TABLE>

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<PAGE>

Board of Directors Appendix B
Razorfish, Inc.
107 Grand Street, 3rd Floor
New York, NY 10013

August 9, 1999

Dear Sirs:

You have asked us to advise you with respect to the fairness to Razorfish, Inc.
("Razorfish") and its stockholders other than International Integration, Inc.
(the "Company") and its affiliates, from a financial point of view of the
Exchange Ratio (as defined below) pursuant to the Agreement and Plan of Merger,
dated as of August 9, 1999 (the "Merger Agreement"), among Company, Razorfish
and Ray Merger Sub, Inc. ("Merger Sub"). The Merger Agreement provides for the
merger (the "Merger") of the Company with Merger Sub pursuant to which the
Company will become a wholly owned subsidiary of Razorfish and each outstanding
share of common stock, par value $0.01 per share, of the Company will be
converted into the right to receive 0.875 (the "Exchange Ratio") shares of
Class A common stock, par value $0.01 per share ("Razorfish Common Stock"), of
Razorfish.

In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to the Company and Razorfish, as
well as the Merger Agreement. We have also reviewed certain other information,
including financial forecasts, provided to us by the Company and Razorfish, and
have met with the Company's and Razorfish's managements to discuss the
business, both past and current, and prospects of the Company and Razorfish,
respectively. We have also considered certain financial and stock market data
of the Company and Razorfish, and we have compared that data with similar data
for other publicly held companies in businesses we deemed similar to those of
the Company and Razorfish, respectively. We have considered the financial
terms, to the extent publicly available, of certain other business combinations
and other transactions which have recently been effected and that we deemed
relevant. We have analyzed the potential impact of the Merger on Razorfish's
earnings per share, capitalization and financial metrics on a pro forma basis.
We also considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria which we deemed
relevant. We are familiar with Razorfish and the terms of the Merger, having
participated in certain discussions and negotiations leading to the Merger
Agreement between representatives of Razorfish and representatives of the
Company and their financial advisors.

In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
its being complete and accurate in all material respects. With respect to the
financial forecasts, we have assumed that they have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
managements of the Company and Razorfish as to the future financial performance
of the Company and Razorfish, respectively. You also have informed us and we
have assumed that the Merger will be treated as a tax-free reorganization for
federal income tax purposes and accounted for as a pooling of interests in
accordance with generally accepted accounting principles. In addition, we have
not made an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of the Company or Razorfish, nor have we been
furnished with any such evaluations or appraisals. Our opinion is necessarily
based upon financial, economic, market and other conditions as they exist and
can be evaluated on the date hereof. We are not expressing any opinion as to
what the value of the Razorfish Common Stock actually will be when issued to
the Company's stockholders pursuant to the Merger or the prices at which such
Razorfish Common Stock will trade subsequent to Merger.

We have acted as financial advisor to Razorfish in connection with the Merger
and will receive a fee for our services, a significant portion of which is
contingent upon the consummation of the Merger. We will also receive a fee for
rendering this opinion.

B-1
<PAGE>

In the past, we have performed certain investment banking services for
Razorfish, including having acted as lead-manager of Razorfish's initial public
offering in April 1999, for which we have received customary compensation.

In the ordinary course of our business, we and our affiliates may actively
trade the equity securities of both the Company and Razorfish for their own
accounts and for the accounts of customers and, accordingly, may at any time
hold a long or short position in such securities.

It is understood that this letter is for the information of the Board of
Directors of Razorfish in connection with its consideration of the Merger only
and may not be used for any other purpose without our prior written consent,
except that this opinion may be included in its entirety in any filing made by
Razorfish with the Securities and Exchange Commission with respect to the
transactions contemplated by the Merger Agreement. In addition, we express no
recommendation or opinion as to how the holders of Razorfish Common Stock
should vote at the shareholders' meeting held in connection with the Merger.

Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Exchange Ratio is fair to Razorfish and its stockholders other than
i-Cube and its affiliates from a financial point of view.

Very truly yours,

CREDIT SUISSE FIRST BOSTON CORPORATION

/s/ Joe Josephson
By: _________________________________
Joe Josephson
Managing Director

B-2
<PAGE>

Appendix C

August 9, 1999

Board of Directors
International Integration, Inc.
101 Main Street
Cambridge, MA 02142

Members of the Board:

We understand that International Integration, Inc. ("i-Cube" or the
"Company"), Razorfish, Inc. ("Razorfish") and Ray Merger Sub, Inc., a wholly
owned subsidiary of Razorfish ("Razorfish Merger Sub"), propose to enter into
an Agreement and Plan of Merger, substantially in the form of the draft dated
August 9, 1999 (the "Agreement"), which provides, among other things, for the
merger of Razorfish Merger Sub with and into the Company (the "Merger").
Pursuant to the Merger, the Company will become a wholly-owned subsidiary of
Razorfish and each issued and outstanding share of common stock, par value
$0.01 per share (the "i-Cube Common Stock"), of the Company, other than shares
held in treasury or owned by the Company, Razorfish or any subsidiary of
Razorfish, shall be converted into the right to receive 0.875 (the "Exchange
Ratio") shares of Class A common stock, par value $0.01 per share, of Razorfish
(the "Razorfish Common Stock"). The terms and conditions of the Merger are more
fully set forth in the Agreement.

You have asked for our opinion as to whether the Exchange Ratio pursuant to
the Agreement is fair from a financial point of view to the holders of the i-
Cube Common Stock.

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other
business and financial information of i-Cube and Razorfish, respectively;

(ii) reviewed certain internal financial statements and other financial
and operating data concerning i-Cube and Razorfish prepared by the
managements of i-Cube and Razorfish, respectively;

(iii) discussed certain financial projections prepared by the
managements of i-Cube and Razorfish, respectively;

(iv) discussed the past and current operations and financial condition
and the prospects of i-Cube, including information relating to certain
strategic, financial and operational benefits anticipated from the Merger,
with senior executives of i-Cube;

(v) discussed the past and current operations and financial condition
and the prospects of Razorfish, including information relating to certain
strategic, financial and operational benefits anticipated from the Merger,
with senior executives of Razorfish;

(vi) reviewed the pro forma impact of the Merger on Razorfish's earnings
per share and other financial ratios;

(vii) reviewed the reported prices and trading activity for the i-Cube
Common Stock and the Razorfish Common Stock;

(viii) compared the financial performance of i-Cube and Razorfish and
the prices and trading activity of the i-Cube Common Stock and the
Razorfish Common Stock with that of certain other comparable publicly-
traded companies and their securities;

(ix) reviewed the financial terms, to the extent publicly available, of
certain comparable merger-of-equals strategic combinations and certain
comparable acquisition transactions deemed relevant;

(x) participated in discussions and negotiations among representatives
of i-Cube and Razorfish and their financial and legal advisors;

C-1
<PAGE>

(xi) reviewed the Agreement and certain related documents; and

(xii) considered such other factors as Morgan Stanley deemed
appropriate.

We have assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the internal financial statements and other
financial and operating data and discussions relating to strategic, financial
and operational benefits anticipated from the Merger provided by i-Cube and
Razorfish, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the
prospects of i-Cube and Razorfish, respectively. We have relied upon the
assessment by the managements of i-Cube and Razorfish of their ability to
retain key employees of i-Cube and Razorfish, respectively. We have also relied
upon, without independent verification, the assessment by the managements of i-
Cube and Razorfish of (i) the strategic and other benefits expected to result
from the Merger, (ii) i-Cube's and Razorfish's technologies, products or
services, (iii) the timing and risks associated with the integration of i-Cube
with Razorfish, and (iv) the validity of, and risks associated with, i-Cube's
and Razorfish's existing and future technologies, products or services. We have
not made any independent valuation or appraisal of the assets or liabilities or
technology of i-Cube or Razorfish, nor have we been furnished with any such
appraisals. In addition, we have assumed that the Merger will be accounted as a
"pooling-of-interests" business combination in accordance with U.S. generally
accepted accounting principles and the Merger will be treated as a tax-free
reorganization and/or exchange pursuant to the Internal Revenue Code of 1986
and will be consummated in accordance with the terms set forth in the
Agreement. Our opinion is necessarily based on financial, economic, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.

In arriving at our opinion, we were not authorized to solicit, and did not
solicit, interest from any party with respect to the acquisition of the Company
or any of its assets.

We have acted as financial advisor to the Board of Directors of i-Cube in
connection with this transaction and will receive a fee for our services. In
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided
financial advisory and financing services for i-Cube and have received fees for
the rendering of these services.

It is understood that this letter is for the information of the Board of
Directors of i-Cube only and may not be used for any other purpose without our
prior written consent, except that this opinion may be included in its entirety
in any filings made by the Company in respect of the transaction with the
Securities and Exchange Commission. In addition, Morgan Stanley expresses no
opinion or recommendation as to how shareholders of the Company or Razorfish
should vote at the shareholders' meetings held in connection with the Merger.

Based upon and subject to the foregoing, we are of the opinion on the date
hereof that the Exchange Ratio pursuant to the Agreement is fair from a
financial point of view to the holders of the i-Cube Common Stock.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

/s/ Robert L. Eatroff
By: _________________________________
Robert L. Eatroff
Vice President

C-2
<PAGE>

Appendix D-1

CERTIFICATE OF INCORPORATION

RAZORFISH, INC.

The undersigned, for the purpose of organizing a corporation (the
"Corporation") pursuant to the provisions of the General Corporation Law of the
State of Delaware ("General Corporation Law"), does make and file this
Certificate of Incorporation and does hereby certify as follows:

FIRST: Name: The name of the corporation is Razorfish, Inc.

SECOND: Registered Office: The registered office of the corporation is to be
located at 1209 Orange Street, City of Wilmington, County of New Castle, State
of Delaware 19801. The name of its registered agent is The Corporation Trust
Company, whose address is Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

THIRD: Purposes: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law.

FOURTH: The total number of shares of stock the Corporation shall have
authority to issue is 57,000,000 shares, of which (i) 47,000,000 shares shall
be Common Stock, $.01 par value per share ("Common Stock"), of which (A)
46,999,995 shares shall be Class A Common Stock (the "Class A Common Stock"),
having the terms, powers and rights set forth below and (B) 50 shares shall be
Class B Common Stock (the "Class B Common Stock") having the terms, powers and
rights set forth below and (ii) 10,000,000 shares shall be Preferred Stock,
$.01 par value per share ("Preferred Stock").

The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions in respect of
each class of capital stock of the Corporation.

A. COMMON STOCK.

Certain terms, powers and participating, optional and other rights, and the
qualifications, limitations and restrictions of the Common Stock are as
follows:

1. Class A Common Stock.

(a) Voting. Each holder of shares of Class A Common Stock shall be
entitled to one vote for each share of Class A Common Stock held on all
matters as to which holders of Class A Common Stock shall be entitled to
vote. In any election of directors, no holder of shares of Class A Common
Stock shall be entitled to cumulate his or her votes by giving one
candidate more than one vote per share.

(b) Other Rights. Each share of Class A Common Stock issued and
outstanding shall be identical in all respects one with the other. In the
event any dividend is paid on any shares of Class A Common Stock, the same
dividend shall be paid on all shares of Class A Common Stock outstanding at
the time of such payment. Except for and subject to those rights expressly
granted to the holders of the Preferred Stock and the Class B Common Stock,
or except as may be provided by the laws of the State of Delaware, the
holders of Class A Common Stock shall have exclusively all other rights of
stockholders.

2. Class B Common Stock. The rights (including, but not limited to, rights
to dividends), privileges and restrictions of the Class A Common Stock and the
Class B Common Stock shall be identical in all respects, except that holders of
Class B Common Stock shall not be entitled to vote such shares, except as
required by law.

D-1-1
<PAGE>

Appendix D-2

FORM OF

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

RAZORFISH, INC.

Razorfish, Inc. a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

FIRST: That the name of the Corporation is Razorfish, Inc.

SECOND: That the Certificate of Incorporation of the Corporation was
filed with the Delaware Secretary of State on January 27, 1999.

THIRD: That the first sentence of paragraph FOURTH of said Certificate
of Incorporation is hereby deleted and added in its place is the following:

"FOURTH. The total number of shares of stock the Corporation shall
have authority to issue is 210,000,050 of which (i) 200,000,050 shall
be Common Stock, $.01 par value per share ("Common Stock"), of which
(A) 200,000,000 shares shall be Class A Common Stock (the "Class A
Common Stock"), having the terms, powers and rights set forth below and
(B) 50 shall be Class B Common Stock (the "Class B Common Stock")
having the terms, powers and rights set forth below and (ii) 10,000,000
shares shall be Preferred Stock, $.01 par value per share ("Preferred
Stock").

FOURTH: That the amendment to the Certificate of Incorporation set forth
herein was authorized by the requisite majority of the Board of Directors
followed by the holders of a majority of all outstanding shares entitled to
vote thereon pursuant to Section 228 of the General Corporation Law of the
State of Delaware.

FIFTH: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
by Jeffrey A. Dachis, its President and Chief Executive Officer, and attested
by Craig M. Kanarick, its Vice Chairman of the Board, Chief Scientist and
Secretary, this day of , 1999.

By: _________________________________
Name: Jeffrey A. Dachis
Title:President and Chief
Executive Officer

ATTEST:

By: _________________________________
Name: Craig M. Kanarick
Title:Secretary

D-2-1
<PAGE>

B. PREFERRED STOCK.

Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed in this Section B of
Article FOURTH and/or in the resolution or resolutions providing for the issue
of such series adopted by the Board of Directors of the Corporation as
hereinafter provided. Any shares of Preferred Stock which may be redeemed,
purchased or acquired by the Corporation may be reissued except as otherwise
provided by law. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.

Authority is hereby granted to the Board of Directors from time to time to
issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions providing for the
issuance of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences, powers and
relative participating, optional or other special rights and qualifications,
limitations, or restrictions thereof, including without limitation dividend
rights, conversion rights, redemption privileges and liquidation preferences,
as shall be stated and expressed in such votes, all to the full extent now or
hereafter permitted by the General Corporation Law. Without limiting the
generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or
rank equally or be junior to the Preferred Stock of any other series to the
extent permitted by law. Except as provided in this Article FOURTH, no vote of
the holders of the Preferred Stock or Common Stock shall be prerequisite to the
issuance of any shares of any series of Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation, the right
to enjoy such vote being expressly waived by all present and future holders of
the capital stock of the Corporation. The resolutions providing for issuance of
any series of Preferred Stock may provide that such resolutions may be amended
by subsequent resolutions adopted in the same manner as the preceding
resolutions. Such resolutions shall be effective upon adoption, without the
necessity of any filing, with the State Secretary of Delaware or otherwise.

C. NO PREEMPTIVE RIGHTS.

No holder of shares of capital stock of the Corporation shall, by reason of
his holding such shares, possess any preemptive or preferential right to
purchase or subscribe to additional, unissued or treasury shares, or rights to
purchase shares, of any class or series of capital stock of the Corporation,
now or hereafter to be authorized, or any notes, debentures, bonds or other
securities convertible into or carrying rights to purchase shares of any class
or series, now or hereafter to be authorized; provided, however, that in
connection with the issuance of any such shares or securities, the Board of
Directors of the Corporation may, in its sole discretion, offer such shares or
securities, or any part thereof, for purchase or subscription by the holders of
shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation, as amended from time to time.

FIFTH: Indemnity. The Corporation shall, to the fullest extent legally
permissible, indemnify (fully or, if not possible, partially) each of its
directors and officers, and persons who serve at its request as directors or
officers of another organization in which it owns shares or of which it is a
creditor, against all liabilities (including expenses) imposed upon or
reasonably incurred by him in connection with any action, suit or other
proceeding, civil or criminal (including investigations, audits, the activities
of, or service upon special committees of the board) in which he may be
involved or with which he may be threatened, while in office or thereafter, by
reason of his acts or omissions as such director or officer, unless in any
proceeding he shall be finally adjudged not to have acted in good faith in the
reasonable belief that his action was in the best interest of the Corporation;
provided, however, that such indemnification shall not cover liabilities in
connection with any matter which shall be disposed of through a compromise
payment by such director or officer, pursuant to a consent decree or otherwise,
unless such compromise shall be approved as in the best interest of the
Corporation, after notice that it involved such indemnification, (a) by a vote
of the directors in which no interested director participates, or (b) by a vote
or the written approval of the holders of a majority of the outstanding stock
at the time having the right to vote for directors, not counting as outstanding
any stock owned by any interested director or officer. Such indemnification may
include payment by the Corporation of

D-2-2
<PAGE>

expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under these provisions. The
rights of indemnification hereby provided shall not be exclusive of or affect
other rights to which any director or officer may be entitled. As used in this
paragraph, the terms "director" and "officer" include their respective heirs,
executors and administrators, and an "interested" director or officer is one
against whom as such the proceedings in question or another proceeding on the
same or similar grounds is then pending.

Indemnification of employees and other agents of the Corporation (including
persons who serve at its request as employees or other agents of another
organization in which it owns shares or of which it is a creditor) may be
provided by the Corporation to whatever extent shall be authorized by the
directors before or after the occurrence of any event as to or in consequence
of which indemnification may be sought. Any indemnification to which a person
is entitled under these provisions may be provided although the person to be
indemnified is no longer a director, officer, employee or agent of the
Corporation or of such other organization. It is the intent of these provisions
to indemnify directors and officers to the fullest extent not specifically
prohibited by law, including indemnification against claims brought
derivatively, in the name of the Corporation, and that such directors and
officers need not exhaust any other remedies.

SIXTH: Meetings: Elections: Meetings of the stockholders may be held within
or without the State of Delaware, as the Bylaws may provide. Subject to the
provisions of any law or regulation, the books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation. The
election of directors need not be by written ballot unless the Bylaws so
provide.

SEVENTH: Bylaws: The board of directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
Bylaws of the Corporation, except as such power may be restricted or limited by
the General Corporation Law.

EIGHTH: Compromise or Arrangement: Whenever a compromise or arrangement is
proposed between the Corporation and its creditors or any class of them and/or
between the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of the Corporation or of any creditor or stockholder thereof, or
on the application of any receiver or receivers appointed for the Corporation
under the provision of (S) 291 of the General Corporation Law, or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under (S) 279 of the General Corporation Law,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of the Corporation, as the case may be,
and also on the Corporation.

NINTH: Exculpation: No director shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the foregoing
sentence, a director shall be liable to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under (S) 174 of
the General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended after the date of incorporation of the Company to
authorize

D-2-3
<PAGE>

corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company shall be deemed to
be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of
the Company shall not adversely affect any right or protection of a director of
the Company existing at the time of such repeal or modification.

TENTH: Reservation of Amendment Power: Subject to the limitations set forth
herein, the Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.

ELEVENTH: Management: Except as otherwise required by law, by the
Certificate of Incorporation or by the Bylaws of the Corporation, as from time
to time amended, the business of the Corporation shall be managed by its board
of directors, which shall have and may exercise all the powers of the
Corporation. The board of directors of the Corporation is hereby specifically
authorized and empowered from time to time in its discretion to determine the
extent, if any, to which and the time and place at which, and the conditions
under which any stockholder of the Corporation may examine books and records of
the Corporation, other than the books and records now or hereafter required by
statute to be kept open for inspection of stockholders of the Corporation.

TWELFTH: Liquidation: Any vote or votes authorizing liquidation of the
Corporation or proceedings for its dissolution may provide, subject to the
rights of creditors and rights expressly provided for particular classes or
series of stock, for the distribution pro rata among the stockholders of the
Corporation of the assets of the Corporation, wholly or in part in kind,
whether such assets be in cash or other property, and may authorize the board
of directors of the Corporation to determine the value of the different assets
of the Corporation for the purpose of such liquidation and may authorize the
board of directors of the Corporation to divide such assets or any part thereof
among the stockholders of the Corporation, in such manner that every
stockholder will receive a proportionate amount in value (determined as
aforesaid) of cash or property of the Corporation upon such liquidation or
dissolution even though each stockholder may not receive a strictly
proportionate part of each such asset.

THIRTEENTH: Purchase of Shares: Subject to the terms of any outstanding
Preferred Stock, the Corporation may purchase directly or indirectly its own
shares to the extent the money or other property paid or the indebtedness
issued therefor does not (i) render the Corporation unable to pay its debts as
they become due in the usual course of business or (ii) exceed the surplus of
the Corporation, as defined in the General Corporation Law. Notwithstanding the
limitations contained in the preceding sentence, the Corporation may purchase
any of its own shares for the following purposes, provided that the net assets
of the Corporation, as defined in the General Corporation Law, are not less
than the amount of money or other property paid or the indebtedness issued
therefor: (i) to eliminate fractional shares; (ii) to collect or compromise
indebtedness owed by or to the Corporation; (iii) to pay dissenting
shareholders entitled to payment for their shares under the General Corporation
Law; and (iv) to effect the purchase or redemption of redeemable shares in
accordance with the General Corporation Law.

FOURTEENTH: Section 203 Opt Out. The Corporation hereby elects not to be
governed by (S) 203 of the General Corporation Law of the State of Delaware as
from time to time in effect or any successor provision thereto.

D-2-4
<PAGE>

FIFTEENTH: The name and address of the Incorporator is:

Lisa J. Brovender, Esq.
c/o Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this day
of December, 1998.

INCORPORATOR:

/s/ Lisa J. Brovender
--------------------------------------
Lisa J. Brovender

D-2-5
<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

RAZORFISH, INC.

Razorfish, Inc. a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

FIRST: That the name of the Corporation is Razorfish, Inc.

SECOND: That the Certificate of Incorporation of the Corporation was filed
with the Delaware Secretary of State on January 27, 1999.

THIRD: That the first paragraph of Paragraph FOURTH of said Certificate of
Incorporation is hereby deleted and added in its place is the following:

"FOURTH. The total number of shares of stock the Corporation shall have
authority to issue is 40,000,000 shares, of which (i) 30,000,000 shares
shall be Common Stock, $.01 par value per share ("Common Stock"), of which
(A) 29,999,950 shares shall be Class A Common Stock (the "Class A Common
Stock"), having the terms, powers and rights set forth below and (B) 50
shares shall be Class B Common Stock (the "Class B Common Stock") having
the terms, powers and rights set forth below and (ii) 10,000,000 shares
shall be Preferred Stock, $.01 par value per share ("Preferred Stock").

Upon the filing of this Certificate of Amendment with the Secretary of
State of the State of Delaware (the "Effective Time"), (i) every two shares
of Class A Common Stock outstanding as of the Effective Time shall
automatically be deemed split and converted into one share of Class A
Common Stock (ii) all shares of Class A Common Stock reserved for issuance
under the Corporation's 1997 Stock Option and Incentive Plan and the awards
granted thereunder shall automatically be deemed split so that (A) every
two shares of Class A Common Stock reserved for issuance pursuant to such
plan shall be converted into one share of Class A Common Stock and (B) the
number of shares of Class A Common Stock to be purchased upon exercise of
outstanding options shall be reduced by one half and (iii) all shares of
Class A Common Stock reserved for issuance under the Corporation's 1999
Stock Incentive Plan shall automatically be deemed split and every two
shares reserved for issuance pursuant to such plan shall be converted into
one share of Class A Common Stock."

FOURTH: That the amendment to the Certificate of Incorporation set forth
herein was authorized by unanimous written consent of the Board of Directors
followed by the written consent of the holders of a majority of all outstanding
shares entitled to vote thereon pursuant to Section 228 of the General
Corporation Law of the State of Delaware.

FIFTH: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 228 and Section 242 of the General Corporation
Law of the State of Delaware.

D-2-6
<PAGE>

/s/ Jeffrey A. Dachis
By: _________________________________
Name: Jeffrey A. Dachis
Title: President and Chief Executive
Officer

ATTEST:
/s/ Craig M. Kanarick
By: _________________________________
Name: Craig M. Kanarick
Title: Secretary

D-2-7
<PAGE>

Appendix E

FORM OF

RAZORFISH VOTING AGREEMENT

This Voting Agreement (the "Agreement") is made and entered into on August
10, 1999, by and among International Integration Incorporated, a corporation
incorporated under the laws of the State of Delaware ("i-Cube"), and the
undersigned stockholder ("Stockholder") of Razorfish, Inc., a corporation
organized under the laws of the State of Delaware ("Razorfish"). All
capitalized terms herein not otherwise defined shall have the meaning ascribed
to them in the Merger Agreement (as defined below).

RECITALS

A. Pursuant to an Agreement and Plan of Merger dated as of the date hereof
(the "Merger Agreement") by and among Razorfish, Ray Merger Sub, Inc., a
corporation organized under the laws of the State of Delaware ("Sub") and
wholly owned subsidiary of Razorfish, and i-Cube, Sub is merging with and into
i-Cube (the "Merger") and i-Cube, as the surviving corporation of the Merger,
will thereby become a wholly owned subsidiary of Razorfish;

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the shares
of the outstanding Common Stock, $.01 par value per share, of Razorfish in the
amounts is indicated on the final page of this Agreement (the "Shares"); and

C. In consideration of the execution of the Merger Agreement by i-Cube,
Stockholder agrees to the extent provided below, (i) not to Transfer (as
defined in Section 1.1 below) any of its Shares or New Shares (as defined in
Section 1.2 below) in certain circumstances and (ii) to vote its Shares and any
New Shares so as to facilitate consummation of the Merger.

NOW, THEREFORE, the parties agree as follows:

1. Agreement to Retain Shares.

1.1 Transfer and Encumbrance. Stockholder agrees to be subject to
Stockholder's Proxy (as defined in Section 3) and agrees not to transfer
(except as may be specifically required by court order), sell, exchange, or
pledge or otherwise dispose of or encumber (collectively, a "Transfer") or
offer or agree to Transfer its Shares or any New Shares (as defined in
Section 1.2) prior to the Expiration Date if and only to the extent that
(a) such Transfer would result in the failure of the condition set forth in
Section 6.01(f) of the Merger Agreement to be satisfied and (b) such
condition has not either (i) been waived or (ii) otherwise become incapable
of being satisfied. Notwithstanding the foregoing, nothing herein
(including without limitation Section 7 hereof) will affect the relative
rights and obligations of the parties under the Affiliate's Letter dated
August 10, 1999 between Razorfish and Stockholder. As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) the Effective Time
(as such terms is defined in the Merger Agreement) and (ii) upon delivery
of a notice to the other party of a determination by a majority of the
members of the Board of Directors of either Razorfish or i-Cube, as
applicable, to terminate the Merger Agreement.

1.2 New Shares. Stockholder agrees that any shares of capital stock of
i-Cube that Stockholder purchases or with respect to which Stockholder
otherwise acquires beneficial ownership (as determined under Rule 13d-3
under the Securities Exchange Act of 1934) after the date of this Agreement
and prior to the Expiration Date ("New Shares") shall be subject to the
terms and conditions of this Agreement to the same extent as if they
constituted Shares.

2. Agreement to Vote Shares. Provided that the Merger Agreement has not
previously been terminated and the adoption of the Merger Agreement by the
stockholders of Razorfish is being recommended by a majority of the members of
the Board of Directors of Razorfish as of the relevant time, at every meeting
of the

E-1
<PAGE>

stockholders of Razorfish called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent
of the stockholders of Razorfish with respect to any of the following,
Stockholder agrees it shall vote its Shares and any New Shares in favor of the
adoption of the Merger Agreement, the Merger and the transactions specifically
contemplated thereby, provided that this sentence shall not restrict
Stockholder from Transferring such Shares or New Shares to the extent permitted
by Section 1. This Agreement is intended to bind Stockholder as a stockholder
of Razorfish only with respect to the specific matters set forth herein.

3. Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to i-Cube a proxy in the form attached hereto as EXHIBIT A
(the "Proxy"), which shall be irrevocable, except as provided in Sections 3.1
or 7 hereof and in the Proxy, to the extent provided in Section 212 of the
Delaware General Corporation Law, covering the total number of Shares and New
Shares beneficially owned or as to which beneficial ownership (as such term is
defined in Rule 13d-3 under the Exchange Act) is acquired by Stockholder.

3.1 Suspension and Termination. Notwithstanding any other provision
hereof or of the Proxy, this Agreement and the Proxy will terminate in the
event that (A) i-Cube has executed a definitive agreement (as contemplated
in Section 5.10 of the Merger Agreement), (B) Section 6.02(c) of the Merger
Agreement is not satisfied in accordance with the terms of the Merger
Agreement, or (C) the Closing Date (as defined in the Merger Agreement)
does not occur on or prior to January 31, 2000.

4. Representations, Warranties and Covenants of Stockholder. Stockholder
hereby represents, warrants and covenants to i-Cube that (i) it is the
beneficial owner of its Shares, which at the date of this Agreement are free
and clear of any material liens, claims, options, charges or other
encumbrances; (ii) it does not beneficially own any shares of capital stock of
Razorfish as of the date hereof other than the Shares (excluding shares as to
which Stockholder currently disclaims beneficial ownership in accordance with
applicable law); (iii) it has full power and authority to make, enter into and
carry out the terms of this Agreement and Stockholder's Proxy; and (iv) except
as would not prevent or materially delay Stockholder's ability to perform under
this Agreement the execution, delivery and performance of this Agreement by
Stockholder and the consummation of the transactions contemplated hereby, will
not (a) require the consent, waiver, approval, or authorization of any
governmental authority or any other person or entity or (b) violate, conflict
with, result in a breach of or the acceleration of any obligation under, or
constitute a default (or an event which with notice or the lapse of time or
both would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a
material lien or other encumbrance on any property or asset of Stockholder
pursuant to any provision of any indenture, mortgage, lien, lease, agreement,
contract, instrument, order, judgment, ordinance, regulation or decree to which
Stockholder is subject or by which Stockholder or any of its property or assets
is bound.

5. Representations of i-Cube. i-Cube hereby represents, warrants and
covenants to Stockholder that (i) it has all requisite corporate power and
authority to make, enter into and carry out the terms of this Agreement, (ii)
its Board of Directors has duly and validly authorized the execution and
delivery of this Agreement and the performance by it of its obligations
hereunder and no other corporate proceedings on its part are necessary to
authorize the execution, delivery or performance of this Agreement or the
performance by it of its obligations hereunder, (iii) the execution, delivery
and performance of this Agreement by it and the consummation of the
transactions contemplated hereby will not (a) require the consent, waiver,
approval, or authorization of any governmental authority or any other person or
entity or (b) violate, conflict with, result in a breach of or the acceleration
of any obligation under, or constitute a default (or an event of which with
notice or the lapse of time or both would become a default) under, or give to
others any right of termination, amendment, acceleration or cancellation of, or
result in the creation of a material lien or other encumbrance on any property
or asset of it or its subsidiaries pursuant to any provision of its or its
subsidiaries' charter and bylaws or any indenture, mortgage, lien, lease,
agreement, contract, instrument, order, judgment, ordinance, regulation or
decree to which it or its subsidiaries is subject or by which it or any of its
subsidiaries' property or assets is bound, (iv) this Agreement has been duly
and validly executed and delivered by it and constitutes a

E-2
<PAGE>

valid and binding agreement of it enforceable against it in accordance with its
terms, and (v) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.

6. Additional Documents. Stockholder hereby covenants and agrees to execute
and deliver any additional documents reasonably necessary or desirable to carry
out the purpose and intent of this Agreement.

7. Termination. This Agreement and the Proxies delivered in connection
herewith shall terminate and shall have no further force or effect, without
further action, as of the Expiration Date.

8. Miscellaneous.

8.1 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of this terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

8.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement
nor any of the rights, interests or obligations of the parties hereto may
be assigned by either of the parties without the prior written consent of
the other.

8.3 Amendment and Modification. This Agreement may not be modified,
amended, altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.

8.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that the parties will be irreparably harmed and that there will
be no adequate remedy at law for a violation of any of the covenants or
agreements set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to a non-breaching party upon such
violation, each non-breaching party shall have the right to enforce such
covenants and agreements by specific performance, injunctive relief or by
any other means available to such party at law or in equity.

8.5 Notices. All notices that are required or may be given pursuant to
the terms of this Agreement shall be in writing and shall be sufficient in
all respects if given in writing and delivered by hand or national
overnight courier service, transmitted by telecopy or mailed by registered
or certified mail, postage prepaid (effective when delivered by hand or
telecopy, one day after dispatch by overnight courier, and three business
days after dispatch by mail), as follows:

(a) if to i-Cube to:

Attention: David Samuels, Esq.
Facsimile No.: (617) 225-2471
Telephone No.: (617) 250-2500

with a copy to:

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention: Peter B. Tarr, Esq.
Jeffrey A. Stein, Esq.
Facsimile No.: (617) 526-5000
Telephone No.: (617) 526-6000

(b) if to Stockholder, to the address set forth beneath
Stockholder's signature below.

E-3
<PAGE>

8.6 Governing Law; Forum. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws of the State of Delaware.

8.7 Entire Agreement. This Agreement and the Proxies contain the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matters.

8.8 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.

8.9 Effect of Headings. The section headings herein are for convenience only
and shall not affect the construction or interpretation of this Agreement.

8.10 Jurisdiction. The parties to this Agreement agree that any suit, action
or proceeding arising out of, or with respect to, this Agreement or any
judgment entered by any court in respect thereof shall be brought in the courts
of Delaware or in the U.S. District Court for Delaware as the commencing party
may elect, and Stockholder hereby accepts the exclusive jurisdiction of those
courts for the purpose of any suit, action or proceeding. In addition,
Stockholder hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
judgment entered by any court in respect thereof brought in Delaware or the
U.S. District Court for the District of Delaware, as selected by the commencing
party, and hereby further irrevocably waives any claim that any suit, action or
proceedings brought in Delaware or in such District Court has been brought in
an inconvenient forum.

8.11 No Limitation on Actions of Stockholder as Director. Notwithstanding
anything to the contrary in this Agreement, in the event Stockholder or any
affiliate thereof is a director of the Company, nothing in this Agreement is
intended or shall be construed to require Stockholder, in its capacity as a
director of the Company, to act or fail to act in accordance with its fiduciary
duties in such capacity.

8.12 No Waiver. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, will not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.

E-4
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.

INTERNATIONAL INTEGRATION
INCORPORATED

By:
-----------------------------------

Title:
----------------------------------

STOCKHOLDER

By:
-----------------------------------

Stockholder's Address for Notice:

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

Shares beneficially owned:

shares of Razorfish Common
Stock

By:
-----------------------------------

Stockholder's Address for Notice:

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

Shares beneficially owned:

shares of Razorfish Common
Stock

By:
-----------------------------------

E-5
<PAGE>

EXHIBIT A

PROXY

TO VOTE STOCK OF

RAZORFISH

The undersigned stockholder of Razorfish, Inc., a corporation organized
under the laws of the State of Delaware, ("Razorfish"), hereby irrevocably (to
the full extent permitted by Section 212 of the Delaware General Corporation
Law, except as provided below) appoints Michael Pehl and David Samuels of
International Integration Incorporated, a corporation organized under the laws
of State of Delaware ("i-Cube"), and each of them, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the full
extent that the undersigned is entitled to do so) with respect to all of the
shares of capital stock of Razorfish that now are or hereafter may be
beneficially owned by the undersigned, and any and all other shares or
securities of Razorfish issued or issuable in respect thereof on or after the
date hereof (collectively, the "Shares") in accordance with the terms of this
Proxy to the extent and as to the matters expressly referred to in the Voting
Agreement (defined below). The Shares beneficially owned (as such term is
defined in Rule 13b-3 under the Exchange Act) by the undersigned stockholder of
Razorfish as of the date of this Proxy are listed on the final page of this
Proxy. Upon the undersigned's execution of this Proxy, any and all prior
proxies given by the undersigned with respect to any Shares are hereby revoked
and the undersigned agrees not to grant any subsequent proxies with respect to
the Shares until after the Expiration Date (as defined below).

This Proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law), is granted pursuant to that certain Voting
Agreement dated August 10, 1999, by and between i-Cube and the undersigned
stockholder (the "Voting Agreement"), and is granted in consideration of i-Cube
entering into that certain Agreement and Plan of Merger, dated August 10, 1999,
by and among i-Cube, Razorfish and Ray Merger Sub, a corporation organized
under the laws of the State of Delaware ("Sub") and wholly owned subsidiary of
Razorfish (the "Merger Agreement"); provided, however, this Proxy will be
revoked and terminated, without further action by any party hereto, (1) on the
Expiration Date, (2) if earlier, in the event (A) i-Cube has executed a
definitive agreement (as contemplated in Section 5.10 of the Merger Agreement),
(B) Section 6.02(c) of the Merger Agreement is not satisfied in accordance with
the terms of the Merger Agreement, or (C) the Closing Date (as defined in the
Merger Agreement) does not occur on or prior to January 31, 2000 and (3) as
otherwise provided in the Voting Agreement. The Merger Agreement provides for
the merger of Sub with and into i-Cube (the "Merger"). As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) the Effective Time (as
such terms is defined in the Merger Agreement) and (ii) upon delivery of a
notice to the other party of a determination by a majority of the members of
the Board of Directors of either Razorfish or i-Cube, as applicable, to
terminate the Merger Agreement.

The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting and other rights of the undersigned with
respect to the Shares (including, without limitation, the power to execute and
deliver written consents pursuant to Section 228 of the Delaware General
Corporation Law), at every annual, special or adjourned meeting of the
stockholders of Razorfish and in every written consent in lieu of such meeting
in favor of approval of the Merger and the Merger Agreement and the
transactions specifically contemplated by the Merger Agreement. The attorneys
and proxies named above may not exercise this Proxy on any other matter except
as provided above. The undersigned stockholder may vote the Shares on all other
matters.

Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned, provided, however, that subject to
Section 1 of the Voting Agreement, nothing herein or in the Voting Agreement
will be deemed to prohibit sales of Shares or New Shares effected in accordance
with Rule 144 under the Securities Act of 1933, as amended, and no transferee
of Shares or New Shares will be bound by any provision hereof or thereof.

E-6
<PAGE>

This Proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law); provided, however, this Proxy may be revoked
and will terminated solely to the extent set forth above.

Dated: August 10, 1999

-------------------------------------
(Signature of Stockholder)

-------------------------------------
(Print Name of Stockholder)

Shares beneficially owned:

shares of Razorfish Common
Stock

E-7
<PAGE>

Appendix F

FORM OF

INTERNATIONAL INTEGRATION INCORPORATED VOTING AGREEMENT

This Voting Agreement (the "Agreement") is made and entered into August 10,
1999, by and among Razorfish, Inc., a corporation incorporated under the laws
of the State of Delaware ("Razorfish"), and the undersigned stockholder
("Stockholder") of International Integration Incorporated, a corporation
organized under the laws of the State of Delaware ("i-Cube"). All capitalized
terms herein not otherwise defined shall have the meaning ascribed to them in
the Merger Agreement (as defined below).

RECITALS

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the shares
of the outstanding Common Stock, $.01 par value per share, of i-Cube in the
amount indicated on the final page of this Agreement (the "Shares"); and

C. In consideration of the execution of the Merger Agreement by Razorfish,
Stockholder agrees to the extent provided below, (i) not to Transfer (as
defined in 1.1 below) any of its Shares or New Shares (as defined in Section
1.2 below) in certain circumstances and (ii) to vote its Shares and any New
Shares so as to facilitate consummation of the Merger.

NOW, THEREFORE, the parties agree as follows:

1. Agreement to Retain Shares.

2. Agreement to Vote Shares. Provided that the Merger Agreement has not
previously been terminated and the adoption of the Merger Agreement by the
stockholders of i-Cube is being recommended by a majority of the members of the
Board of Directors of i-Cube as of the relevant time, at every meeting of the
stockholders of i-Cube called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent
of the stockholders of i-Cube with respect to any of the following,

F-1
<PAGE>

Stockholder agrees it shall vote its Shares and any New Shares in favor of
adoption of the Merger Agreement, the Merger and the transactions specifically
contemplated thereby, provided that this sentence shall not restrict
Stockholder from Transferring such Shares or New Shares to the extent permitted
by Section 1. This Agreement is intended to bind Stockholder as a stockholder
of i-Cube only with respect to the specific matters set forth herein.

3. Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to Razorfish a proxy in the form attached hereto as Exhibit A
(the "Proxy"), which shall be irrevocable, except as provided in Sections 3.1
or 7 hereof and in the Proxy, to the extent provided in Section 212 of the
Delaware General Corporation Law, covering the total number of Shares and New
Shares beneficially owned or as to which beneficial ownership (as such term is
defined in Rule 13d-3 under the Exchange Act) is acquired by Stockholder.

3.1 Termination. Notwithstanding any other provision hereof or of the
Proxy, this Agreement and the Proxy will terminate in the event that (A) i-
Cube has executed a definitive agreement (as contemplated in Section 5.10
of the Merger Agreement), (B) Section 6.03(d) of the Merger Agreement is
not satisfied in accordance with the terms of the Merger Agreement, or (C)
the Closing Date (as defined in the Merger Agreement) does not occur on or
prior to January 31, 2000.

4. Representations, Warranties and Covenants of Stockholder. Stockholder
hereby represents, warrants and covenants to Razorfish that (i) it is the
beneficial owner of its Shares, which at the date of this Agreement are free
and clear of any material liens, claims, options, charges or other
encumbrances; (ii) it does not beneficially own any shares of capital stock of
i-Cube as of the date hereof other than the Shares (excluding shares as to
which Stockholder currently disclaims beneficial ownership in accordance with
applicable law); (iii) it has full power and authority to make, enter into and
carry out the terms of this Agreement and Stockholder's Proxy; and (iv) except
as would not prevent or materially delay Stockholder's ability to perform under
this Agreement the execution, delivery and performance of this Agreement by
Stockholder and the consummation of the transactions contemplated hereby, will
not (a) require the consent, waiver, approval, or authorization of any
governmental authority or any other person or entity or (b) violate, conflict
with, result in a breach of or the acceleration of any obligation under, or
constitute a default (or an event which with notice or the lapse of time or
both would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a
material lien or other encumbrance on any property or asset of Stockholder
pursuant to any provision of any indenture, mortgage, lien, lease, agreement,
contract, instrument, order, judgment, ordinance, regulation or decree to which
Stockholder is subject or by which Stockholder or any of its property or assets
is bound.

5. Representations of Razorfish. Razorfish hereby represents, warrants and
covenants to Stockholder that (i) it has all requisite corporate power and
authority to make, enter into and carry out the terms of this Agreement, (ii)
its Board of Directors has duly and validly authorized the execution and
delivery of this Agreement and the performance by it of its obligations
hereunder and no other corporate proceedings on its part are necessary to
authorize the execution, delivery or performance of this Agreement or the
performance by it of its obligations hereunder, (iii) the execution, delivery
and performance of this Agreement by it and the consummation of the
transactions contemplated hereby will not (a) require the consent, waiver,
approval, or authorization of any governmental authority or any other person or
entity or (b) violate, conflict with, result in a breach of or the acceleration
of any obligation under, or constitute a default (or an event of which with
notice or the lapse of time or both would become a default) under, or give to
others any right of termination, amendment, acceleration or cancellation of, or
result in the creation of a material lien or other encumbrance on any property
or asset of it or its subsidiaries pursuant to any provision of its or its
subsidiaries' charter and bylaws or any indenture, mortgage, lien, lease,
agreement, contract, instrument, order, judgment, ordinance, regulation or
decree to which it or its subsidiaries is subject or by which it or any of its
subsidiaries' property or assets is bound, (iv) this Agreement has been duly
and validly executed and delivered by it and constitutes a valid and binding
agreement of it enforceable against it in accordance with its terms, and (v) it
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware.

F-2
<PAGE>

7. Termination. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect, without
further action, as of the Expiration Date.

8. Miscellaneous.

8.1 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

8.3 Amendment and Modification. This Agreement may not be modified,
amended, altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.

8.4 Specific Performance; Injunctive Relief. The parties hereto
aknowledge that the parties will be irreparably harmed and that there will
be no adequate remedy at law for a violation of any of the covenants or
agreements set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to a non-breaching party upon such
violation, each non-breaching party shall have the right to enforce such
covenants and agreements by specific performance, injunctive relief or by
any other means available to such party at law or in equity.

(a) if to Razorfish or Sub, to:

Attention: Michael S. Simon, Esq.
Facsimile No.: (212) 966-6915
Telephone No.: (212) 966-5960

with a copy to:

Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
Attention: Mark L. Mandel, Esq.

Facsimile No.: (212) 468-7900
Telephone No.: (212) 468-8000

(b) if to Stockholder, to the address set forth beneath
Stockholder's signature below.

8.6 Governing Law; Forum. This Agreement shall be governed by, construed
and enforced in accordance with the internal laws of the State of Delaware.

F-3
<PAGE>

8.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

8.9 Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction or interpretation of this
Agreement.

8.10 Jurisdiction. The parties to this Agreement agree that any suit,
action or proceeding arising out of, or with respect to, this Agreement or
any judgment entered by any court in respect thereof shall be brought in
the courts of Delaware or in the U.S. District Court for Delaware as the
commencing party may elect, and Stockholder hereby accepts the exclusive
jurisdiction of those courts for the purpose of any suit, action or
proceeding. In addition, Stockholder hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any judgment entered by any
court in respect thereof brought in Delaware or the U.S. District Court for
the District of Delaware, as selected by the commencing party, and hereby
further irrevocably waives any claim that any suit, action or proceedings
brought in Delaware or in such District Court has been brought in an
inconvenient forum.

8.11 No Limitation on Actions of Stockholder as
Director. Notwithstanding anything to the contrary in this Agreement, in
the event Stockholder is a director of the Company, nothing in this
Agreement is intended or shall be construed to require Stockholder, in its
capacity as a director of the Company, to act or fail to act in accordance
with its fiduciary duties in such capacity.

8.12 No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, will not
constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such compliance.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.

Razorfish, Inc.

By: _________________________________

Title: ______________________________

Stockholder

By: _________________________________

Stockholder's Address for Notice:

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

Shares beneficially owned:

shares of i-Cube Common Stock

[SIGNATURE PAGE TO VOTING AGREEMENT]

F-4
<PAGE>

EXHIBIT A

PROXY
TO VOTE STOCK OF
INTERNATIONAL INTEGRATION INCORPORATED

The undersigned stockholder of International Integration Incorporated, a
corporation organized under the laws of the State of Delaware ("i-Cube"),
hereby irrevocably (to the full extent permitted by Section 212 of the Delaware
General Corporation Law, except as provided below) appoints Jeffrey A. Dachis
and Michael Simon of Razorfish, Inc., a corporation organized under the laws of
State of Delaware ("Razorfish"), and each of them, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the full
extent that the undersigned is entitled to do so) with respect to all of the
shares of capital stock of i-Cube that now are or hereafter may be beneficially
owned by the undersigned, and any and all other shares or securities of i-Cube
issued or issuable in respect thereof on or after the date hereof
(collectively, the "Shares") in accordance with the terms of this Proxy to the
extent and as to the matters expressly referred to in the Voting Agreement
(defined below). The Shares beneficially owned (as such term is defined in Rule
13b-3 under the Exchange Act) by the undersigned stockholder of i-Cube as of
the date of this Proxy are listed on the final page of this Proxy. Upon the
undersigned's execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any Shares are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to the Shares until
after the Expiration Date (as defined below).

This Proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law), is granted pursuant to that certain Voting
Agreement, dated August 10, 1999, by and between Razorfish and the undersigned
stockholder (the "Voting Agreement"), and is granted in consideration of
Razorfish entering into that certain Agreement and Plan of Merger, dated August
10, 1999, by and among i-Cube, Razorfish and Ray Merger Sub, Inc., a
corporation organized under the laws of the State of Delaware ("Sub") and
wholly owned subsidiary of Razorfish (the "Merger Agreement"); provided,
however, this Proxy will be revoked and terminated, without further action by
any party hereto, (1) on the Expiration Date, (2) if earlier, in the event (A)
i-Cube has executed a definitive agreement (as contemplated in Section 5.10 of
the Merger Agreement), (B) Section 6.03(d) of the Merger Agreement is not
satisfied in accordance with the terms of the Merger Agreement, or (C) the
Closing Date (as defined in the Merger Agreement) does not occur on or prior to
January 31, 2000 and (3) as otherwise provided in the Voting Agreement. The
Merger Agreement provides for the merger of Sub with and into i-Cube (the
"Merger"). As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) the Effective Time (as such term is defined in the Merger
Agreement) and (ii) upon delivery of a notice to the other party of a
determination by a majority of the members of the Board of Directors of either
Razorfish or i-Cube, as applicable, to terminate the Merger Agreement.The
attorneys and proxies named above, and each of them are hereby authorized and
empowered by the undersigned, at any time prior to the Expiration Date, to act
as the undersigned's attorney and proxy to vote the Shares, and to exercise all
voting and other rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute and deliver written
consents pursuant to Section 228 of the Delaware General Corporation Law), at
every annual, special or adjourned meeting of the stockholders of i-Cube and in
every written consent in lieu of such meeting in favor of approval of the
Merger and the Merger Agreement and the transactions specifically contemplated
by the Merger Agreement. The attorneys and proxies named above may not exercise
this Proxy on any other matter except as provided above. The undersigned
stockholder may vote the Shares on all other matters.

F-5
<PAGE>

This Proxy is irrevocable (to the extent provided in Section 212 of the
Delaware General Corporation Law); provided, however, this Proxy may be revoked
and will terminate solely to the extent set forth above.

Dated: August 10, 1999

-------------------------------------
(Signature of Stockholder)

-------------------------------------
(Print Name of Stockholder)

Shares beneficially owned:

shares of i-Cube Common Stock

F-6
<PAGE>

Appendix G-1

RAZORFISH, INC.
1999 STOCK INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to
attract and retain the best available personnel, to provide additional
incentive to Employees, Directors and Consultants and to promote the success
of the Company's business.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of the Committees appointed
to administer the Plan.

(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(c) "Applicable Laws" means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws,
the Code, the rules of any applicable stock exchange or national market
system, and the rules of any foreign jurisdiction applicable to Awards
granted to residents therein.

(d) "Award" means the grant of an Option, SAR, Dividend Equivalent
Right, Restricted Stock, Performance Unit, Performance Share, or other
right or benefit under the Plan.

(e) "Award Agreement" means the written agreement evidencing the grant
of an Award executed by the Company and the Grantee, including any
amendments thereto.

(f) "Board" means the Board of Directors of the Company.

(g) "Cause" means, with respect to the termination by the Company or a
Related Entity of the Grantee's Continuous Service, that such termination
is for "Cause" as such term is expressly defined in a then-effective
written agreement between the Grantee and the Company or such Related
Entity, or in the absence of such then-effective written agreement and
definition, is based on, in the determination of the Administrator, the
Grantee's: (i) refusal or failure to act in accordance with any specific,
lawful direction or order of the Company or a Related Entity; (ii)
unfitness or unavailability for service or unsatisfactory performance
(other than as a result of Disability); (iii) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company
or a Related Entity; (iv) dishonesty, intentional misconduct or material
breach of any agreement with the Company or a Related Entity; or (v)
commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person.

(h) "Change in Control" means a change in ownership or control of the
Company effected through either of the following transactions:

(i) the direct or indirect acquisition by any person or related group
of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with,
the Company) of beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing more than eighty percent
(80%) of the total combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer made directly to the
Company's stockholders which a majority of the Continuing Directors who
are not Affiliates or Associates of the offeror do not recommend such
stockholders accept, or

(ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals
who are Continuing Directors.

(i) "Code" means the Internal Revenue Code of 1986, as amended.

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(j) "Committee" means any committee appointed by the Board to administer
the Plan.

(k) "Common Stock" means the Class A common stock of the Company.

(l) "Company" means Razorfish, Inc., a Delaware corporation.

(m) "Consultant" means any person (other than an Employee or a Director,
solely with respect to rendering services in such person's capacity as a
Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

(n) "Continuing Directors" means members of the Board who either (i)
have been Board members continuously for a period of at least thirty-six
(36) months or (ii) have been Board members for less than thirty-six (36)
months and were elected or nominated for election as Board members by at
least a majority of the Board members described in clause (i) who were
still in office at the time such election or nomination was approved by the
Board.

(o) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or
Consultant, is not interrupted or terminated. Continuous Service shall not
be considered interrupted in the case of (i) any leave of absence approved
by the Company, (ii) transfers between locations of the Company or among
the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as
the individual remains in the service of the Company or a Related Entity in
any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). For purposes of Incentive Stock Options,
no such approved leave of absence may exceed ninety (90) days, unless re-
employment upon expiration of such leave is guaranteed by statute or
contract.

(p) "Corporate Transaction" means any of the following transactions:

(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;

(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company (including the capital stock of the
Company's subsidiary corporations) in connection with the complete
liquidation or dissolution of the Company;

(iii) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than eighty percent
(80%) of the total combined voting power of the Company's outstanding
securities are transferred to a person or persons different from those
who held such securities immediately prior to such merger; or

(iv) an acquisition by any person or related group of persons (other
than the Company or by a Company-sponsored employee benefit plan) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
Act) of securities possessing more than eighty percent (80%) of the
total combined voting power of the Company's outstanding securities
(whether or not in a transaction also constituting a Change in
Control), but excluding any such transaction that the Administrator
determines shall not be a Corporate Transaction.

(q) "Director" means a member of the Board or the board of directors of
any Related Entity.

(r) "Disability" means that a Grantee is permanently unable to carry out
the responsibilities and functions of the position held by the Grantee by
reason of any medically determinable physical or mental impairment. A
Grantee will not be considered to have incurred a Disability unless he or
she furnishes proof of such impairment sufficient to satisfy the
Administrator in its discretion.

(s) "Dividend Equivalent Right" means a right entitling the Grantee to
compensation measured by dividends paid with respect to Common Stock.

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<PAGE>

(t) "Employee" means any person, including an Officer or Director, who
is an employee of the Company or any Related Entity. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient
to constitute "employment" by the Company.

(u) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(v) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

(i) Where there exists a public market for the Common Stock, the Fair
Market Value shall be (A) the closing price for a Share for the last
market trading day prior to the time of the determination (or, if no
closing price was reported on that date, on the last trading date on
which a closing price was reported) on the stock exchange determined by
the Administrator to be the primary market for the Common Stock or the
Nasdaq National Market, whichever is applicable or (B) if the Common
Stock is not traded on any such exchange or national market system, the
average of the closing bid and asked prices of a Share on the Nasdaq
Small Cap Market for the day prior to the time of the determination (or,
if no such prices were reported on that date, on the last date on which
such prices were reported), in each case, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or

(ii) In the absence of an established market for the Common Stock of
the type described in (i), above, the Fair Market Value thereof shall be
determined by the Administrator in good faith.

(w) "Grantee" means an Employee, Director or Consultant who receives an
Award pursuant to an Award Agreement under the Plan.

(x) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

(y) "Non-Qualified Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

(z) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

(aa) "Option" means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan.

(bb) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(cc) "Performance Shares" means Shares or an Award denominated in Shares
which may be earned in whole or in part upon attainment of performance
criteria established by the Administrator.

(dd) "Performance Units" means an Award which may be earned in whole or
in part upon attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities
or a combination of cash, Shares or other securities as established by the
Administrator.

(ee) "Plan" means this 1999 Stock Incentive Plan.

(ff) "Registration Date" means the first to occur of (i) the closing of
the first sale to the general public of (A) the Common Stock or (B) the
same class of securities of a successor corporation (or its Parent) issued
pursuant to a Corporate Transaction in exchange for or in substitution of
the Common Stock, pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended; and (ii) in the event of a Corporate
Transaction, the date of the consummation of the Corporate Transaction if
the same class of securities of the successor corporation (or its Parent)
issuable in such Corporate Transaction shall have been sold to the general
public pursuant to a registration statement filed with and declared
effective by, on or prior to the date of consummation of such Corporate
Transaction, the Securities and Exchange Commission under the Securities
Act of 1933, as amended.

G-1-3
<PAGE>

(gg) "Related Entity" means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other entity in
which the Company, a Parent or a Subsidiary holds a substantial ownership
interest, directly or indirectly.

(hh) "Restricted Stock" means Shares issued under the Plan to the
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture
provisions, and other terms and conditions as established by the
Administrator.

(ii) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor thereto.

(jj) "SAR" means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator, measured
by appreciation in the value of Common Stock.

(kk) "Share" means a share of the Common Stock.

(ll) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

(mm) "Related Entity Disposition" means the sale, distribution or other
disposition by the Company of all or substantially all of the Company's
interests in any Related Entity effected by a sale, merger or consolidation
or other transaction involving that Related Entity or the sale of all or
substantially all of the assets of that Related Entity.

3. Stock Subject to the Plan.

(a) Subject to the provisions of Section 10, below, the maximum aggregate
number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is 1,200,000 Shares. The Shares to be issued pursuant
to Awards may be authorized, but unissued, or reacquired Common Stock.

(b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. If any unissued Shares are retained
by the Company upon exercise of an Award in order to satisfy the exercise
price for such Award or any withholding taxes due with respect to such Award,
such retained Shares subject to such Award shall become available for future
issuance under the Plan (unless the Plan has terminated). Shares that actually
have been issued under the Plan pursuant to an Award shall not be returned to
the Plan and shall not become available for future issuance under the Plan,
except that if unvested Shares are forfeited, or repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

4. Administration of the Plan.

(a) Plan Administrator.

(i) Administration with Respect to Directors and Officers. With respect
to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board
or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws and to
permit such grants and related transactions under the Plan to be exempt
from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once
appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board.

(ii) Administration With Respect to Consultants and Other
Employees. With respect to grants of Awards to Employees or Consultants who
are neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board,
which Committee shall be constituted in such a manner as to satisfy the
Applicable Laws. Once appointed, such Committee shall continue to serve in
its designated capacity until otherwise directed by the Board. The Board
may authorize one or more Officers to grant such Awards and may limit such
authority as the Board determines from time to time.

G-1-4
<PAGE>

(iii) Administration Errors. In the event an Award is granted in a
manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted
by the Applicable Laws.

(b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

(i) to select the Employees, Directors and Consultants to whom Awards
may be granted from time to time hereunder;

(ii) to determine whether and to what extent Awards are granted
hereunder;

(iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions of any Award granted
hereunder;

(vi) to amend the terms of any outstanding Award granted under the Plan,
provided that any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent;

(vii) to construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan, including without limitation, any notice of Award or
Award Agreement, granted pursuant to the Plan;

(viii) to establish additional terms, conditions, rules or procedures to
accommodate the rules or laws of applicable foreign jurisdictions and to
afford Grantees favorable treatment under such laws; provided, however,
that no Award shall be granted under any such additional terms, conditions,
rules or procedures with terms or conditions which are inconsistent with
the provisions of the Plan; and

(ix) to take such other action, not inconsistent with the terms of the
Plan, as the Administrator deems appropriate.

(c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be conclusive and binding on all
persons.

5. Eligibility.

Awards other than Incentive Stock Options may be granted to Employees,
Directors and Consultants. Incentive Stock Options may be granted only to
Employees of the Company, a Parent or a Subsidiary. An Employee, Director or
Consultant who has been granted an Award may, if otherwise eligible, be granted
additional Awards. Awards may be granted to such Employees, Directors or
Consultants who are residing in foreign jurisdictions as the Administrator may
determine from time to time.

6. Terms and Conditions of Awards.

(a) Type of Awards. The Administrator is authorized under the Plan to award
any type of arrangement to an Employee, Director or Consultant that is not
inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of (i) Shares, (ii) an Option, a SAR or similar
right with a fixed or variable price related to the Fair Market Value of the
Shares and with an exercise or conversion privilege related to the passage of
time, the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions, or (iii) any other security with the value
derived from the value of the Shares. Such awards include, without limitation,
Options, SARs, sales or bonuses of Restricted Stock, Dividend Equivalent
Rights, Performance Units or Performance Shares, and an Award may consist of
one such security or benefit, or two (2) or more of them in any combination or
alternative.

G-1-5
<PAGE>

(b) Designation of Award. Each Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either
an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, shall be treated as Non-Qualified Stock Options. For
this purpose, Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares shall be
determined as of the date the Option with respect to such Shares is granted.

(c) Conditions of Award. Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including,
but not limited to, the Award vesting schedule, repurchase provisions, rights
of first refusal, forfeiture provisions, form of payment (cash, Shares, or
other consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria. The performance criteria established
by the Administrator may be based on any one of, or combination of, increase in
share price, earnings per share, total stockholder return, return on equity,
return on assets, return on investment, net operating income, cash flow,
revenue, economic value added, personal management objectives, or other measure
of performance selected by the Administrator. Partial achievement of the
specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement.

(d) Acquisitions and Other Transactions. The Administrator may issue Awards
under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or
a Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase,
asset purchase or other form of transaction.

(e) Deferral of Award Payment. The Administrator may establish one or more
programs under the Plan to permit selected Grantees the opportunity to elect to
defer receipt of consideration upon exercise of an Award, satisfaction of
performance criteria, or other event that absent the election would entitle the
Grantee to payment or receipt of Shares or other consideration under an Award.
The Administrator may establish the election procedures, the timing of such
elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.

(f) Award Exchange Programs. The Administrator may establish one or more
programs under the Plan to permit selected Grantees to exchange an Award under
the Plan for one or more other types of Awards under the Plan on such terms and
conditions as determined by the Administrator from time to time.

(g) Separate Programs. The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards
to one or more classes of Grantees on such terms and conditions as determined
by the Administrator from time to time.

(h) Early Exercise. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be
subject to a repurchase right in favor of the Company or a Related Entity or to
any other restriction the Administrator determines to be appropriate.

G-1-6
<PAGE>

Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be five (5) years from the date of grant thereof or such shorter term as
may be provided in the Award Agreement.

(j) Transferability of Awards. Incentive Stock Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee; provided,
however, that the Grantee may designate a beneficiary of the Grantee's
Incentive Stock Option in the event of the Grantee's death on a beneficiary
designation form provided by the Administrator. Other Awards shall be
transferable to the extent provided in the Award Agreement.

(k) Time of Granting Awards. The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.
Notice of the grant determination shall be given to each Employee, Director or
Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.

7. Award Exercise or Purchase Price, Consideration, Taxes and Reload Options.

(a) Exercise or Purchase Price. The exercise or purchase price, if any, for
an Award shall be as follows:

(i) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be not less
than one hundred ten percent (110%) of the Fair Market Value per Share
on the date of grant; or

(B) granted to any Employee other than an Employee described in the
preceding paragraph, the per Share exercise price shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the
date of grant.

(ii) In the case of a Non-Qualified Stock Option, the per Share exercise
price shall be not less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant unless otherwise determined by the
Administrator.

(iii) In the case of other Awards, such price as is determined by the
Administrator.

(iv) Notwithstanding the foregoing provisions of this Section 7(a), in
the case of an Award issued pursuant to Section 6(d), above, the exercise
or purchase price for the Award shall be determined in accordance with the
principles of Section 424(a) of the Code.

(b) Consideration. Subject to Applicable Laws, the consideration to be paid
for the Shares to be issued upon exercise or purchase of an Award including
the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the time of grant).
In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for
Shares issued under the Plan the following, provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or
other legal consideration permitted by the Delaware General Corporation Law:

(i) cash;

(ii) check;

(iii) delivery of Grantee's promissory note with such recourse,
interest, security, and redemption provisions as the Administrator
determines as appropriate;

(iv) if the exercise or purchase occurs on or after the Registration
Date, surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may

G-1-7
<PAGE>

require (including withholding of Shares otherwise deliverable upon
exercise of the Award) which have a Fair Market Value on the date of
surrender or attestation equal to the aggregate exercise price of the
Shares as to which said Award shall be exercised (but only to the extent
that such exercise of the Award would not result in an accounting
compensation charge with respect to the Shares used to pay the exercise
price unless otherwise determined by the Administrator);

(v) with respect to Options, if the exercise occurs on or after the
Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate
sale of some or all of the purchased Shares and remit to the Company, out
of the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased Shares and (B)
shall provide written directives to the Company to deliver the certificates
for the purchased Shares directly to such brokerage firm in order to
complete the sale transaction; or

(vi) any combination of the foregoing methods of payment.

(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or
other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal,
state, or local income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Stock
Option. Upon exercise of an Award, the Company shall withhold or collect from
Grantee an amount sufficient to satisfy such tax obligations.

(d) Reload Options. In the event the exercise price or tax withholding of an
Option is satisfied by the Company or the Grantee's employer withholding Shares
otherwise deliverable to the Grantee, the Administrator may issue the Grantee
an additional Option, with terms identical to the Award Agreement under which
the Option was exercised, but at an exercise price as determined by the
Administrator in accordance with the Plan.

8. Exercise of Award.

(a) Procedure for Exercise; Rights as a Stockholder.

(i) Any Award granted hereunder shall be exercisable at such times and
under such conditions as determined by the Administrator under the terms of
the Plan and specified in the Award Agreement.

(ii) An Award shall be deemed to be exercised upon the later of receipt
by the Company of (i) written notice of such exercise has been given to the
Company in accordance with the terms of the Award by the person entitled to
exercise the Award and (ii) full payment for the Shares with respect to
which the Award is exercised, including, to the extent selected, use of the
broker-dealer sale and remittance procedure to pay the purchase price as
provided in Section 7(b)(v). Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to Shares subject to an Award,
notwithstanding the exercise of an Option or other Award. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise
of the Award. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued,
except as provided in the Award Agreement or Section 10, below.

(b) Exercise of Award Following Termination of Continuous Service.

(i) An Award may not be exercised after the termination date of such
Award set forth in the Award Agreement and may be exercised following the
termination of a Grantee's Continuous Service only to the extent provided
in the Award Agreement.

(ii) Where the Award Agreement permits a Grantee to exercise an Award
following the termination of the Grantee's Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on
the last day of the specified period or the last day of the original term
of the Award, whichever occurs first.

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<PAGE>

(iii) Any Award designated as an Incentive Stock Option to the extent
not exercised within the time permitted by law for the exercise of
Incentive Stock Options following the termination of a Grantee's Continuous
Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its
terms for the period specified in the Award Agreement.

(c) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Award previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to
the Grantee at the time that such offer is made.

9. Conditions Upon Issuance of Shares.

(a) Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

(b) As a condition to the exercise of an Award, the Company may require the
person exercising such Award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any Applicable
Laws.

10. Adjustments Upon Changes in Capitalization.

Subject to any required action by the stockholders of the Company, the
Administrator may, in its discretion, proportionately adjust the number of
Shares covered by each outstanding Award, and the number of Shares which have
been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase
price of each such outstanding Award, as well as any other terms that the
Administrator determines require adjustment for (i) any increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Shares, (ii) any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) as the Administrator may determine in
its discretion, any other transaction with respect to Common Stock to which
Section 424(a) of the Code applies; provided, however that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Administrator and its determination shall be final, binding and conclusive.
Except as the Administrator determines, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason hereof shall be made with
respect to, the number or price of Shares subject to an Award.

11. Corporate Transactions/Changes in Control/Related Entity Dispositions.

Except as may be provided in an Award Agreement:

(a) The Administrator shall have the authority, exercisable either in
advance of any actual or anticipated Corporate Transaction, Change in
Control or Related Entity Disposition or at the time of an actual Corporate
Transaction, Change in Control or Related Entity Disposition and
exercisable at the time of the grant of an Award under the Plan or any time
while an Award remains outstanding, to provide for the full automatic
vesting and exercisability of one or more outstanding unvested Awards under
the Plan and the release from restrictions on transfer and repurchase or
forfeiture rights of such Awards in connection with a Corporate
Transaction, Change in Control or Related Entity Disposition, on such terms
and conditions as the Administrator may specify. The Administrator also
shall have the authority to condition any such Award vesting and
exercisability or release from such limitations upon the subsequent
termination of the Continuous Service of the Grantee within a specified
period following the effective date of the Corporate Transaction, Change in
Control or Related Entity Disposition. The Administrator may provide that
any Awards so vested or released from such limitations in connection with a
Change in

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<PAGE>

Control or Related Entity Disposition, shall remain fully exercisable until
the expiration or sooner termination of the Award. Effective upon the
consummation of a Corporate Transaction, all outstanding Awards under the
Plan shall terminate unless assumed by the successor company or its parent.

(b) The portion of any Incentive Stock Option accelerated under this
Section 11 in connection with a Corporate Transaction, Change in Control or
Related Entity Disposition shall remain exercisable as an Incentive Stock
Option under the Code only to the extent the $100,000 dollar limitation of
Section 422(d) of the Code is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated excess portion of such Option shall
be exercisable as a Non-Qualified Stock Option.

12. Effective Date and Term of Plan.

The Plan shall become effective upon the earlier to occur of its adoption by
the Board or its approval by the stockholders of the Company. It shall continue
in effect for a term of ten (10) years unless sooner terminated. Subject to
Section 17, below, and Applicable Laws, Awards may be granted under the Plan
upon its becoming effective.

13. Amendment, Suspension or Termination of the Plan.

(a) The Board may at any time amend, suspend or terminate the Plan. To the
extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a
degree as required.

(b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

(c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 12, above) shall not affect Awards
already granted, and such Awards shall remain in full force and effect as if
the Plan had not been amended, suspended or terminated, unless mutually agreed
otherwise between the Grantee and the Administrator, which agreement must be in
writing and signed by the Grantee and the Company.

14. Reservation of Shares.

(a) The Company, during the term of the Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

(b) The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

15. No Effect on Terms of Employment/Consulting Relationship.

The Plan shall not confer upon any Grantee any right with respect to the
Grantee's Continuous Service, nor shall it interfere in any way with his or her
right or the Company's right to terminate the Grantee's Continuous Service at
any time, with or without cause.

16. No Effect on Retirement and Other Benefit Plans.

Except as specifically provided in a retirement or other benefit plan of the
Company or a Related Entity, Awards shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of
the Company or a Related Entity, and shall not affect any benefits under any
other benefit plan of any kind or any benefit plan subsequently instituted
under which the availability or amount of benefits is related to level of
compensation. The Plan is not a "Retirement-Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974, as amended.

G-1-10
<PAGE>

17. Stockholder Approval.

The grant of Incentive Stock Options under the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted excluding Incentive Stock Options issued in
substitution for outstanding Incentive Stock Options pursuant to Section 424(a)
of the Code. Such stockholder approval shall be obtained in the degree and
manner required under Applicable Laws. The Administrator may grant Incentive
Stock Options under the Plan prior to approval by the stockholders, but until
such approval is obtained, no such Incentive Stock Option shall be exercisable.
In the event that stockholder approval is not obtained within the twelve (12)
month period provided above, all Incentive Stock Options previously granted
under the Plan shall be exercisable as Non-Qualified Stock Options.

G-1-11
<PAGE>

Appendix G-2

RAZORFISH, INC.
1999 STOCK INCENTIVE PLAN

(adopted on March 10, 1999)

(amended and restated as of September 27, 1999)

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of the Committees appointed
to administer the Plan.

(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(d) "Award" means the grant of an Option, SAR, Dividend Equivalent
Right, Restricted Stock, Performance Unit, Performance Share, or other
right or benefit under the Plan.

(e) "Award Agreement" means the written agreement evidencing the grant
of an Award executed by the Company and the Grantee, including any
amendments thereto.

(f) "Board" means the Board of Directors of the Company.

(h) "Change in Control" means a change in ownership or control of the
Company effected through either of the following transactions:

(i) the direct or indirect acquisition by any person or related
group of persons (other than an acquisition from or by the Company or
by a Company-sponsored employee benefit plan or by a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Company) of beneficial ownership (within the meaning
of Rule 13d-3 of the Exchange Act) of securities possessing more than
eighty percent (80%) of the total combined voting power of the
Company's outstanding securities pursuant to a tender or exchange offer
made directly to the Company's stockholders which a majority of the
Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or

(ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board
members (rounded up to the next whole number) ceases, by reason of one
or more contested elections for Board membership, to be comprised of
individuals who are Continuing Directors.

(i) "Code" means the Internal Revenue Code of 1986, as amended.

G-2-1
<PAGE>

(j) "Committee" means any committee appointed by the Board to administer
the Plan.

(k) "Common Stock" means the Class A common stock of the Company.

(l) "Company" means Razorfish, Inc., a Delaware corporation.

(p) "Corporate Transaction" means any of the following transactions:

(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;

(q) "Covered Employee" means an Employee who is a "covered employee"
under Section 162(m)(3) of the Code.

(r) "Director" means a member of the Board or the board of directors of
any Related Entity.

(s) "Disability" means that a Grantee is permanently unable to carry out
the responsibilities and functions of the position held by the Grantee by
reason of any medically determinable physical or mental impairment. A
Grantee will not be considered to have incurred a Disability unless he or
she furnishes proof of such impairment sufficient to satisfy the
Administrator in its discretion.

(t) "Dividend Equivalent Right" means a right entitling the Grantee to
compensation measured by dividends paid with respect to Common Stock.

G-2-2
<PAGE>

(u) "Employee" means any person, including an Officer or Director, who
is an employee of the Company or any Related Entity. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient
to constitute "employment" by the Company.

(v) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(w) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

(ii) In the absence of an established market for the Common Stock of
the type described in (i), above, the Fair Market Value thereof shall be
determined by the Administrator in good faith.

(x) "Grantee" means an Employee, Director or Consultant who receives an
Award pursuant to an Award Agreement under the Plan.

(y) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

(z) "Non-Qualified Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

(aa) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

(bb) "Option" means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan.

(cc) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(dd) "Performance-Based Compensation" means compensation qualifying as
"performance-based compensation" under Section 162(m) of the Code.

(ee) "Performance Shares" means Shares or an Award denominated in Shares
which may be earned in whole or in part upon attainment of performance
criteria established by the Administrator.

(ff) "Performance Units" means an Award which may be earned in whole or
in part upon attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities
or a combination of cash, Shares or other securities as established by the
Administrator.

(gg) "Plan" means this 1999 Stock Incentive Plan.

(hh) "Registration Date" means the first to occur of (i) the closing of
the first sale to the general public of (A) the Common Stock or (B) the
same class of securities of a successor corporation (or its Parent) issued
pursuant to a Corporate Transaction in exchange for or in substitution of
the Common Stock, pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended; and (ii) in the event of a Corporate
Transaction, the date of the consummation of the Corporate Transaction if
the same class of securities of

G-2-3
<PAGE>

the successor corporation (or its Parent) issuable in such Corporate
Transaction shall have been sold to the general public pursuant to a
registration statement filed with and declared effective by, on or prior to
the date of consummation of such Corporate Transaction, the Securities and
Exchange Commission under the Securities Act of 1933, as amended.

(ii) "Related Entity" means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other entity in
which the Company, a Parent or a Subsidiary holds a substantial ownership
interest, directly or indirectly.

(jj) "Restricted Stock" means Shares issued under the Plan to the
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture
provisions, and other terms and conditions as established by the
Administrator.

(kk) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor thereto.

(ll) "SAR" means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator, measured
by appreciation in the value of Common Stock.

(mm) "Share" means a share of the Common Stock.

(nn) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

(oo) "Related Entity Disposition" means the sale, distribution or other
disposition by the Company of all or substantially all of the Company's
interests in any Related Entity effected by a sale, merger or consolidation
or other transaction involving that Related Entity or the sale of all or
substantially all of the assets of that Related Entity.

3. Stock Subject to the Plan.

(b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. If any unissued Shares are retained
by the Company upon exercise of an Award in order to satisfy the exercise price
for such Award or any withholding taxes due with respect to such Award, such
retained Shares subject to such Award shall become available for future
issuance under the Plan (unless the Plan has terminated). Shares that actually
have been issued under the Plan pursuant to an Award shall not be returned to
the Plan and shall not become available for future issuance under the Plan,
except that if unvested Shares are forfeited, or repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

4. Administration of the Plan.

(a) Plan Administrator.

G-2-4
<PAGE>

(iii) Administration With Respect to Covered Employees. Notwithstanding
the foregoing, grants of Awards to any Covered Employee intended to qualify
as Performance-Based Compensation shall be made only by a Committee (or
subcommittee of a Committee) which is comprised solely of two or more
Directors eligible to serve on a committee making Awards qualifying as
Performance-Based Compensation. In the case of such Awards granted to
Covered Employees, references to the "Administrator" or to a "Committee"
shall be deemed to be references to such Committee or subcommittee.

(iv) Administration Errors. In the event an Award is granted in a manner
inconsistent with the provisions of this subsection (a), such Award shall
be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.