RAZORFISH INC, S-1/A, 1999-04-22

RAZORFISH INC
S-1/A, 1999-04-22
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE>

As filed with the Securities and Exchange Commission on April 22, 1999
Registration No. 333-71043
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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RAZORFISH, INC.
(Exact name of registrant as specified in its charter)
----------------

<TABLE>
<S> <C> <C>
Delaware 7379 13-3804503
(State or other
jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>
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)
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Copies to:
<TABLE>
<S> <C>
Mark L. Mandel, Esq. William J. Whelan, III, Esq.
Morrison & Foerster LLP Cravath, Swaine & Moore
1290 Avenue of the Americas Worldwide Plaza
New York, New York 10104-0012 825 Eighth Avenue
(212) 468-8000 New York, New York 10019-7475
(212) 474-1000
</TABLE>
----------------
Approximate date of commencement of the proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration 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(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) Per Share Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value............ 3,450,000 $12.00 $41,400,000 $11,509.20
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</TABLE>
- --------------------------------------------------------------------------------
(1) Includes a maximum of 450,000 shares that may be purchased by the
Underwriter to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends the Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED APRIL 22, 1999

3,000,000 Shares

[LOGO]

Razorfish, Inc.

Class A Common Stock

--------

Prior to this offering, there has been no public market for our Class A Common
Stock. The initial public offering price is expected to be between $10.00 and
$12.00 per share. We have applied to list our Class A Common Stock on The
Nasdaq Stock Market's National Market under the symbol "RAZF."

The underwriters have an option to purchase a maximum
of 450,000 additional shares to cover over-allotments of shares.

Investing in the Class A Common Stock involves risks. See "Risk Factors" on
page 4.

<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions Razorfish
------------- ------------- -------------
<S> <C> <C> <C>
Per Share.................................. $ $ $
Total...................................... $ $ $
</TABLE>

Delivery of the shares of Class A Common Stock will be made on or about
,1999, against payment in immediately available funds.

Neither the Securities and Exchange Commission nor any other state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Credit Suisse First Boston
BancBoston Robertson Stephens
BT Alex. Brown
Lehman Brothers

Prospectus dated , 1999.
<PAGE>

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................... 1
Risk Factors............................. 4
Use of Proceeds..........................12
Dividend Policy..........................12
Capitalization...........................13
Dilution.................................14
Selected Consolidated Financial
Information of Razorfish................16
Selected Consolidated Financial
Information of Spray....................17
Examination Report of Independent Public
Accountants.............................18
Unaudited Pro Forma Condensed Consolidated
Financial Information...................19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations..............................26
</TABLE>
<TABLE>
Page
----
<S> <C>
Business.................................39
Management...............................54
Principal Stockholders...................65
Certain Transactions.....................68
Description of Capital Stock.............71
Shares Eligible for Future Sale..........74
United States Tax Consequences to
Non-United States Holders...............76
Underwriting.............................78
Notice to Canadian Residents.............80
Legal Matters............................81
Experts..................................81
Where You Can Find More Information......82
Index to Financial Statements...........F-1
</TABLE>

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

You should rely only on the information contained in this prospectus or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This prospectus may be used only where it is
legal to sell these securities. The information in this prospectus may be
accurate only on the date of this prospectus.

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

Unless otherwise indicated, all references to "Razorfish" and "we" refer to
Razorfish, Inc. and, subsequent to their acquisition or formation, its
subsidiaries, including Spray Network AB ("Spray").

Razorfish, the Razorfish symbol, Webspy and the Blue Dot are trademarks or
service marks and in some jurisdictions (including the United States)
registered trademarks or service marks of Razorfish. Other trademarks appearing
in this prospectus are the property of their respective owners.

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

Dealer Prospectus Delivery Obligation

Until , 1999 (25 days after the commencement of this offering), all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to their unsold allotments or subscriptions.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in Razorfish's Class A Common Stock. For your
convenience, we refer to the Class A Common Stock as Common Stock throughout
the prospectus. You should read this entire prospectus carefully.

Except as otherwise indicated, all references to the number of outstanding
shares of Razorfish's Common Stock do not include the number of shares that
Razorfish will issue if the underwriters exercise their over-allotment option
in full. In addition, the information in this prospectus assumes that the
initial public offering price will be $11.00 per share, the midpoint of the
range disclosed on the cover of this prospectus.

The Company

(1) a re-designed on-line trading system for Charles Schwab;

(2) a user-interface for theglobe.com;

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

(4) a user-interface for Road Runner, the high-speed on-line service that
is owned by ServiceCo, a joint venture among Time Warner, MediaOne,
Microsoft, Compaq and Advance Newhouse.

Our digital communications solutions are designed to help clients increase
sales, improve communications and create and enhance business identities.

We provide an integrated service offering consisting of strategic
consulting, design of information architectures and user-interfaces and
creation and customization of software necessary to implement our digital
communications solutions. Information architecture establishes how content is
organized and accessed while a user-interface refers to the presentation of a
website or software application to the end-user. We primarily use Internet-
based technologies to create digital communications solutions for the World
Wide Web. However, our 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.

With the growth in the use of the Internet, companies are increasingly
seeking to improve their business practices through Internet-based digital
communications solutions. 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%.

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. As a result, numerous firms are active in the information
technology services market; few, however, offer the creativity, breadth of
services and technical expertise necessary to fully address an organization's
needs. In addition, because the information technology services market is
fragmented by the cultural and language differences among countries, firms that
lack a presence and expertise in local markets are unable to compete
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 provide an integrated service offering while combining
an international presence with local expertise.

We have grown rapidly since our inception in 1995. In 1998, we expanded our
geographic presence by acquiring five companies. In January 1999, we acquired
Spray for 50% of our Common Stock on a fully

1
<PAGE>

diluted basis (after giving effect to this acquisition). Spray had $15.4
million in revenues for 1998. We currently have offices in New York, San
Francisco, Los Angeles, London, Stockholm, Oslo, Helsinki and Hamburg.

Our principal executive office is located at 107 Grand Street, 3rd Floor,
New York, New York 10013, and our telephone number is (212) 966-5960. We
maintain a site on the World Wide Web at www.razorfish.com; however, the
information found on our website is not a part of this prospectus. We
originally incorporated in New York, but we reincorporated in Delaware in
February 1999.

We have included certain foreign currency information in the prospectus that
relates to transactions involving companies located in the United Kingdom and
Sweden. For your convenience, we have also included the U.S. dollar amount
corresponding to the foreign currency amounts included in this prospectus. For
purposes of this disclosure and except as otherwise specified, all assets and
liabilities of foreign subsidiaries of Razorfish were translated into dollars
at fiscal year-end exchange rates, and income and expense items were translated
at average exchange rates prevailing during the applicable fiscal year.
Razorfish makes no representation that the pounds sterling or kroner amounts
have been, could have been or could be converted into dollars at the rates
indicated or at any other rates.

2
<PAGE>

The Offering

Common Stock offered by Razorfish.... 3,000,000 shares.

Common Stock to be outstanding after 24,087,875 shares or 24,537,875 shares
this offering....................... if the underwriters exercise their
over-allotment option in full. These
shares do not include 1,124,213 options
reserved for issuance or 647,995
options granted and not exercised
pursuant to our two option plans as of
April 1, 1999.

Use of proceeds...................... General corporate purposes, including
expanding our human resources
department and hiring additional
personnel, developing a formal sales
and marketing department, strategic
acquisitions or investments,
international expansion, technical
upgrades of internal systems and
working capital requirements.

Proposed Nasdaq Symbol............... RAZF

Summary Condensed Consolidated and Pro Forma Financial Information

The following table presents summary condensed consolidated and pro forma
financial information with respect to Razorfish and has been derived from (1)
the audited financial statements of Razorfish for the three-year period ended
December 31, 1998 included elsewhere in this prospectus, and for the year ended
December 31, 1995 not included in this prospectus and (2) the unaudited pro
forma condensed consolidated financial statements included elsewhere in
this prospectus that give effect to the acquisitions that Razorfish completed
in 1998 and 1999 and the exercise of an option to purchase 1,976,810 shares (or
10%) of our Common Stock in 1999. The information set forth below should be
read in conjunction with "Unaudited Pro Forma Condensed Consolidated Financial
Information," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Razorfish's consolidated financial statements and
the notes thereto, included elsewhere in this prospectus.

<TABLE>
<CAPTION>
Actual Pro forma
-------------------------------------------- ------------
Year ended
Year ended December 31, December 31,
-------------------------------------------- ------------
1995 1996 1997 1998 1998
---------- ---------- ---------- ---------- ------------
(in thousands, except share and per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Information:
Revenues................ $ 312 $ 1,218 $ 3,618 $ 13,843 $ 30,974
Direct salaries and
costs.................. 107 895 1,906 7,770 22,562
Gross profit............ 205 323 1,712 6,073 8,412
Operating expenses...... 158 629 1,051 3,335 7,289
Amortization of good-
will................... -- -- -- 107 3,288
Non-cash compensation
expense................ -- -- 79 1,936 1,936
Net income (loss)....... 36 (254) 297 (1) (4,057)

Net income (loss) per
share:
Basic.................. $0.00 $(0.03) $0.03 $(0.00) $(0.19)
Diluted................ $0.00 $(0.03) $0.03 $(0.00) $(0.19)
Weighted average common
shares outstanding:
Basic.................. 9,090,906 9,090,906 9,156,819 9,223,821 21,081,665
Diluted................ 9,537,607 9,537,607 9,886,241 9,670,522 21,528,366
</TABLE>

<TABLE>
<CAPTION>
December 31, 1998
-------------------------------
Pro forma
as adjusted
for the
Actual Pro forma offering
-------- ---------- -----------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Information:
Cash and cash equivalents....................... $ 599 $17,320 $46,146
Total assets.................................... 12,085 86,459 115,285
Total long-term debt............................ 3,212 3,212 3,212
Total debt...................................... 5,542 5,566 5,566
Stockholders' equity............................ 2,729 71,111 99,937
</TABLE>

3
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RISK FACTORS

This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus,
including our consolidated financial statements and the related notes, before
you purchase any shares of our Common Stock. Additional risks and
uncertainties, including those generally affecting the market in which we
operate or that we currently deem immaterial, may also impair our business.

The information in this prospectus includes forward-looking statements which
involve risks and uncertainties. Razorfish's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth under the "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" sections and elsewhere in this prospectus.

Risks Related to Razorfish

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

Our business is 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, there
is no guarantee that the non-competition provisions of these agreements would
be enforced by a court if Razorfish were to seek to enforce its rights under
these provisions. 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 is
likely to continue. We compete intensely for qualified personnel with our
competitors. If we cannot attract, motivate and retain qualified professionals,
our business and results of operations could be materially and adversely
affected. See "Management--Employment and non-competition agreements" for a
more complete description of the employment and non-competition agreements with
our senior managers.

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

We 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 have no assurance that a
client will retain us in the future.

We derive a portion of our revenues from fixed-fee contracts. If the costs
of completing these projects exceed the fixed fees for such projects, our
operating results could be materially and adversely affected.

In general, our clients may terminate the agreements entered into in
connection with a project, whether time and materials or fixed-fee based, upon
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 or if we are unable to enter into new agreements, our
business, financial condition and results of operations could be materially and
adversely affected.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Overview" for a more complete description of our sources of
revenues and the impact of the nature of our business on our financial
condition.

4
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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, Charles Schwab accounted for approximately 27.1% of
our actual revenues in 1998 and four clients collectively accounted for
approximately 63.5% of our actual revenues in 1997. The volume of work
performed for these clients may not be sustained 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 have a
material adverse effect on our business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Overview" and "Business--Clients" for more
information relating to our clients.

A decrease in the number or size of our projects may adversely impact our
quarter-to-quarter results and the price of our Common Stock.

A high percentage of our expenses, including those related to employee
compensation and equipment, are relatively fixed. If the number or 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 our Common Stock could decrease materially, even if such results do
not signal any longer-term problems. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Quarter-to-quarter
fluctuations in margins" for additional factors that may cause variations in
our quarterly results.

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

We acquired five businesses during 1998 and acquired Spray in January 1999.
We are experiencing certain financial, operational and managerial challenges in
integrating these acquired companies. To the extent our management must devote
significant time and attention to the integration of technology, operations and
personnel as a result of these acquisitions, our ability to service current
clients and win new clients may suffer. In addition, our 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 is not
presently aware. 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 management is unaware of any
material legal liabilities of 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 be materially and adversely affected. See "Business--Spray
acquisition" and "Business--Other acquisitions" for descriptions of the
acquisitions we have completed.

We may be unable to implement our acquisition growth strategy, which could have
an adverse effect on our business and competitive position in the industry.

Our business strategy includes increasing our market share and global
presence through strategic acquisitions of other 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 incompleted acquisitions;

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

5
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.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 adversely
affect our business and results of operations.

Our recent growth has strained our managerial and operational resources. A
key part of our strategy is to grow, both by hiring more personnel and by
acquiring companies, which may continue to strain our 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 be halted, and we
could lose our opportunity to gain significant market share. Any inability to
manage growth effectively could have a material adverse effect on our business,
results of operations and financial condition.

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

A key element of our strategy is to expand our business into international
markets. In addition to our domestic operations, we have operations in five
European cities: London, England; Stockholm, Sweden; Oslo, Norway; Helsinki,
Finland; and Hamburg, Germany. Our management may have difficulty in managing
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:

. fluctuations in currency exchange rates and the conversion to the euro by
several members of the European Union;

. 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.

Our four-year operating history makes it difficult to predict our future
success.

Because we were formed in January 1995, we have a limited operating history
upon which you can evaluate our business. The limited amount of information
about us makes it more difficult for you to predict whether or not we will be
successful. You should evaluate our chances of financial and operational
success in light of the risks, uncertainties, expenses, delays and difficulties
associated with starting a new business, many of which may be beyond our
control. In addition, we compete in a relatively new market known as the
information technology services market. Because this market is new and rapidly
evolving, companies competing in it may face many uncertainties. Our success
will depend on many factors, including those described in the Risk Factors
section of the prospectus.

6
<PAGE>

We have a history of losses and may need additional financing.

Razorfish and Spray have experienced operating losses, as well as net
losses, for some of the years during which they have operated. Similarly, in
the future, we may not generate sufficient revenue from operations to pay all
of our operating or other expenses. If we fail to generate sufficient cash from
our operations to pay these expenses, our management will need to identify
other sources of funds. We may not be able to borrow money or issue more shares
of Common Stock to meet our cash needs. Even if we can complete such
transactions, they may not be on terms that are favorable or reasonable from
our perspective. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a more complete description of our
historical financial condition, results of operations and liquidity.

We are controlled by a small number of stockholders.

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 our assets. In addition, without the consent of
these stockholders, we could be prevented from entering into certain
transactions that could be beneficial to us. Also, third parties could be
discouraged from making a tender offer or bid to acquire our company at a price
per share that is above the price at which the Common Stock will trade on
Nasdaq.

Immediately following this offering, the following stockholders collectively
will own approximately 84.8% of the outstanding shares of our Common Stock and
will own individually the percentage set forth opposite their respective names:

<TABLE>
<S> <C>
Spray Ventures AB.................................................. 32.8%
Communicade Inc.................................................... 33.0
Jeffrey A. Dachis.................................................. 9.5
Craig M. Kanarick.................................................. 9.5
</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 an
officer or director of Razorfish, collectively own more than 50% of the
outstanding voting stock of Spray Ventures AB.

Risks Related to Our Industry

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 intensify as the market
evolves. We compete with:

. Internet service firms;

. technology consulting firms;

. technology integrators;

. strategic consulting firms; and

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

There are relatively few barriers preventing 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 precludes or
inhibits 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 have a material
adverse effect on our business, results of operations and financial condition.
See "Business--Industry background" and "Business--Competition" for a more
complete description of the industry in which we compete, a list of our
competitors and the competitive factors within our industry.

7
<PAGE>

We must maintain our reputation and expand our name recognition to remain
competitive.

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 cannot be
assured. If clients do not perceive our digital communications solutions to be
effective or of high quality, our brand name and reputation could be materially
and adversely affected.

In addition, we license two trademarks and our design logo to Razorfish
Studios, Inc., a company controlled by Communicade and Messrs. Dachis and
Kanarick. Because the "Razorfish" trademarks and design logo are licensed to
Razorfish Studios, our name and reputation could be materially and adversely
affected by content published or actions taken by Razorfish Studios. See
"Certain Transactions" for a more complete description of the business
relationship between Razorfish and Razorfish Studios.

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

We believe our trademarks and other proprietary rights are important to our
success and competitive position. If we are unable to protect our trademarks
and other proprietary rights against unauthorized use by others, our reputation
among existing and potential clients could be damaged and our competitive
position adversely affected. 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 ensure 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:

. non-recognition or inadequate protection of our proprietary rights in
certain foreign countries;

. undetected misappropriation of our proprietary information or materials;

. development of similar software or applications by our competitors; and

. unenforceablity of the non-competition agreements entered into by our key
employees.

If any of these risks materialize, we could be required to spend significant
amounts to defend our rights and our managerial resources could be diverted. In
addition, our trademarks and other proprietary rights may decline in value or
not be enforceable. See "Business--Intellectual property rights" for more
information concerning our intellectual property.

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

Our success depends on our ability to keep pace with the rapid changes
occurring in communications technologies and the new and improved devices and
services that result from these changes. Our inability to respond quickly and
cost-effectively to changing communications technologies and devices could make
our existing service offering non-competitive and may cause us to 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, to the extent that mobile phones, pagers, personal digital assistants
or other devices become important aspects of digital communications solutions,
we need to have the technological expertise to incorporate them into our
solutions.

8
<PAGE>

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

Our future success is substantially dependent upon continued growth in the
use of the Internet because we primarily use Internet-based technology to
create our solutions. To the extent that 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 upon 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.

In addition, our business may be indirectly impacted if the number of users
on the Internet does not increase or if commerce over the Internet does not
become more accepted and widespread. The use and acceptance of the Internet may
not increase for a number of reasons, including:

. actual or perceived lack of security of information, such as credit card
numbers;

. high cost or lack of availability of access;

. congestion of traffic or other usage delays on the Internet;

. inconsistent quality of service or the lack of availability of cost-
effective, high-speed service;

. possible outages due to Year 2000 difficulties or other damage to the
Internet;

. governmental regulation;

. uncertainty regarding intellectual property ownership; and

. lack of high-speed modems and other communications equipment.

Published reports have also indicated that capacity constraints caused by
growth in the use of the Internet may impede further development of the
Internet to the extent that users experience delays, transmission errors and
other difficulties. If the necessary infrastructure, products, services or
facilities are not developed, or if the Internet does not become a viable and
widespread commercial medium, our business, results of operations and financial
condition could be materially and adversely affected.

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

Both the U.S., at the state, local and federal government levels, and the
European Union have recently passed legislation relating to the Internet.
Because these laws are still being implemented, we are not certain how our
business will be impacted by them. We may be indirectly affected by this new
legislation to the extent it impacts our clients and potential clients. In
addition, U.S. and foreign governmental bodies are considering, and may
consider in the future, other legislative proposals that would regulate the
Internet. We cannot predict if or how any future legislation would impact our
business, results of operations or financial condition. See "Business--U.S. and
foreign government regulation" for a more complete description of the
regulations that govern our industry.

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 can give you no
assurance in this regard until such 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

9
<PAGE>

"worst case scenario" on our business. The "worst case scenario" would occur if
the statements and warranties of our vendors concerning their Year 2000
compliance and upgrade programs were entirely false, our current upgrades were
unsuccessful and our contingency plan failed, resulting in a critical systems
failure throughout Razorfish.

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 such cases, 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 absent a specific Year 2000 warranty,
there is 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.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Year 2000" for a more complete description of the Year 2000
risks that we face and the steps we have taken to reduce those risks.

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

Due to our operations in the United Kingdom, Sweden, Finland, Norway and
Germany, we may be exposed to certain risks as a result of the conversion by
certain European Union member states of their respective 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 as to whether the conversion to the euro will
have an adverse impact on our business, but potential risks include (1) the
costs of modifying our software and information systems and (2) changes in the
conduct of business and in the principal European markets for our products and
services. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Currency fluctuation and the euro conversion" for a more
complete description of the impact of the conversion to the euro on our
financial condition.

Risks Related to this Offering

The volume of trading and price of our Common Stock could fluctuate
significantly, which could adversely affect our stock price.

Currently there is no public market for our Common Stock. We do not know the
extent to which investor interest will lead to the development of a trading
market or how liquid it may be. Although in recent months investors have shown
great interest in technology companies focused on the Internet, many
publications indicate that the stock of these companies trade at overly
inflated prices. If investor interest in these stocks declines, the price for
our Common Stock could drop suddenly and significantly, even if our operating
results are positive. In addition, the trading volume of Internet-related
stocks has been volatile in recent months. If the trading volume of our Common
Stock experiences significant changes, the price of our Common Stock could be
adversely affected.

Wide fluctuations in our trading price or volume could also be caused by:

.quarterly variations in our operating results;

.investor perception of our company and the information technology services
market in general;

.announcements or implementation of technological innovations;

.announcements or implementation by us or our competitors of new products or
services;

.financial estimates by securities analysts; and

.general economic and information technology services market conditions.

Declines in the trading or price of our Common Stock could also materially
and adversely affect employee morale and retention, our access to capital and
other aspects of our business.

10
<PAGE>

The sale of a substantial number of shares of our Common Stock in the public
market could adversely affect the market price, which could negatively impact
your investment in us.

Following this offering, a portion of our shares of Common Stock will be
eligible for sale in the public market. Sales or the expectation of sales of a
large number of shares of our Common Stock in the public market could adversely
affect the prevailing market price of our Common Stock. We, our directors and
executive officers and existing stockholders have agreed, except in limited
circumstances, not to sell any shares of Common Stock for 180 days after the
date of this prospectus without the prior consent of Credit Suisse First Boston
Corporation; however, Credit Suisse First Boston Corporation may release the
shares from these restrictions at any time. In addition, certain individuals
hold warrants that are exercisable during the period from October 22, 1999
through November 22, 1999 and that entitle them to receive up to an aggregate
of 1,925,932 shares of our Common Stock. Up to 30% of the 1,925,932 shares will
be held by individuals who are not subject to the foregoing selling
restrictions. See "Shares Eligible for Future Sale" for a more detailed
description of the restrictions on selling shares of our Common Stock after
this offering.

Our management has broad discretion over the use of proceeds from this
offering.

Our management has significant flexibility in applying the proceeds we
receive in this offering. Because the proceeds are not required to be allocated
to any specific investment or transaction, you cannot determine the value or
propriety of our management's application of the proceeds on our behalf. See
"Use of Proceeds" for a more detailed description of how management intends to
apply the proceeds of this offering.

The value of your investment in our Common Stock will be diluted.

If you purchase Common Stock in this offering, you will pay more for your
shares than the amount paid by existing stockholders or individuals or
companies which acquired shares by exercising options granted before this
offering. As a result, the value of your investment based on the value of our
net tangible assets, as recorded on our books, will be less than the amount you
pay for shares of Common Stock in this offering. In addition, the total amount
of our capital will be less than what it would have been had you and all of the
existing stockholders and optionees paid the same amount per share of Common
Stock as you will pay in this offering. See "Dilution" for a more complete
description of how the value of your investment in our Common Stock will be
diluted upon the completion of this offering.

Our charter documents could make it more difficult for a third party to acquire
us.

Our Certificate of Incorporation and By-laws are designed to make it
difficult for a third party to acquire control of us, even if a change in
control would be beneficial to stockholders. For example, our certificate of
incorporation authorizes our Board of Directors to issue up to 10,000,000
shares of "blank check" preferred stock. Without stockholder approval, the
Board of Directors has the authority to attach special rights, including voting
and dividend rights, to this preferred stock. With these rights, preferred
stockholders could make it more difficult for a third party to acquire our
company.

Our By-laws do not permit any person other than the Board of Directors or
certain executive officers to call special meetings of the stockholders. In
addition, a stockholders' proposal for an annual meeting must be received
within a specified period in order to be placed on the agenda. Because
stockholders do not have the power to call meetings and are subject to timing
requirements in submitting stockholder proposals for consideration at an annual
or special meeting, any third-party takeover not supported by the Board of
Directors would be subject to significant delays and difficulties. See
"Description of Capital Stock" for a more detailed description of the terms of
our charter documents that could hinder a third party's attempt to acquire
control of Razorfish.

11
<PAGE>

USE OF PROCEEDS

Razorfish estimates that it will receive net proceeds of approximately,
$28.8 million or approximately $33.4 million if the underwriters' overallotment
option is exercised in full, from the sale of the shares of Common Stock
offered by it, at an assumed initial public offering price of $11.00 per share,
after deducting the estimated underwriting discounts and commissions and
offering expenses payable by Razorfish.

Razorfish expects to use such net proceeds for general corporate purposes,
including:

.expanding its human resources department and hiring additional personnel;

.the development of a formal sales and marketing department;

.strategic acquisitions or investments;

.international expansion;

.technical upgrades of internal systems; and

.working capital requirements.

Razorfish's management continually evaluates potential strategic
acquisitions or investments, but at the present time Razorfish has no
understandings, commitments or agreements with respect to any such acquisition
or investment. Pending such uses, Razorfish intends to invest the net proceeds
from the offering in U.S. government securities and other investment-grade,
interest-bearing instruments.

The foregoing represents Razorfish's present intentions with respect to the
allocation of proceeds of this offering based upon its present plans and
business conditions. The occurrence of certain unforeseen events or changed
business conditions could result in the application of the proceeds of the
offering in a manner other than as described in this prospectus. See "Risk
Factors--Our management has broad discretion over the use of proceeds from this
offering" for discussion of this risk.

DIVIDEND POLICY

Razorfish's Board of Directors has never declared or paid any cash dividends
on its Common Stock and does not expect to do so in the foreseeable future.
Razorfish currently intends to retain any earnings to finance the expansion and
development of its business. Razorfish's Board of Directors will make any
future determination of the payment of dividends based upon conditions then
existing, including Razorfish's earnings, financial condition and capital
requirements, as well as such economic and other conditions as the Board of
Directors may deem relevant. In addition, the payment of dividends may be
limited by financing agreements that Razorfish may enter into in the future.

12
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of Razorfish (1) on an
actual basis as of December 31, 1998, (2) on a pro forma basis assuming the
acquisition of Spray and the exercise by Communicade of an option to purchase
1,976,810 shares (or 10%) of Razorfish's Common Stock had been completed as of
December 31, 1998 and (3) pro forma as adjusted to give pro forma effect to the
sale of 3,000,000 shares of Common Stock offered hereby. The non-voting shares
of Class B Common Stock were a portion of the purchase price paid by Razorfish
in connection with the acquisition of Spray, and they were issued to
Communicade and Spray Ventures in February 1999. See "Business--Spray
acquisition" and "Description of Capital Stock--Common stock."

This table should be read in conjunction with "Unaudited Pro Forma Condensed
Consolidated Financial Information," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and each of Razorfish's and
Spray's consolidated financial statements and the notes thereto included
elsewhere in this prospectus.

<TABLE>
<CAPTION>
As of December 31, 1998
----------------------------
Pro forma
Actual Pro forma as adjusted
------ --------- -----------
(in thousands)
<S> <C> <C> <C>
Total long-term debt.............................. $3,212 $ 3,212 $ 3,212
------ ------- --------
Stockholders' equity:
Class A Common Stock, $.01 par value: 29,999,950
shares authorized, 9,223,821 shares issued and
outstanding, actual (29,999,950 shares
authorized, 21,081,665 issued and outstanding,
pro forma; 24,081,665 issued and outstanding,
pro forma as adjusted)(1)...................... 92 211 241
Class B Common Stock, $.01 par value: 50 shares
authorized, no shares issued and outstanding,
actual (50 shares authorized, 50 shares issued
and outstanding, pro forma and pro forma as
adjusted)...................................... -- -- --
Preferred Stock, $.01 par value: no shares
authorized, no shares issued and outstanding,
actual (10,000,000 shares authorized, no shares
issued and outstanding, pro forma and pro forma
as adjusted)................................... -- -- --
Additional paid-in capital(2)................... 2,411 70,674 99,470
Retained earnings .............................. 222 222 222
Cumulative foreign currency translation
adjustments.................................... 4 4 4
------ ------- --------
Total stockholders' equity(2)................. 2,729 71,111 99,937
------ ------- --------
Total capitalization........................ $5,941 $74,323 $103,149
====== ======= ========
</TABLE>
- --------
(1) Does not include (a) options to purchase 659,955 shares of Common Stock
issued pursuant to Razorfish's 1997 Stock Option Plan and outstanding as of
December 31, 1998 (of which options to purchase 132,161 shares were
exercisable as of December 31, 1998) or the remaining 196,136 shares of
Common Stock reserved for issuance as of December 31, 1998 pursuant to the
1997 Stock Option Plan, all of which will be granted concurrently with the
consummation of this offering or (b) 922,327 shares of Common Stock
reserved for issuance pursuant to Razorfish's 1999 Stock Incentive Plan of
which no options are outstanding but 430,500 options of which will be
granted concurrently with the consummation of this offering. See
"Management--Employee benefit plans."

(2) The purchase price paid by Communicade in connection with the exercise of
the option described in the introduction to the table above was based on a
discount of 20% from an assumed offering price of $10.00 per share (or
$8.00 per share). The purchase price for these shares will be adjusted
based on a discount of 20% from the actual offering price of the shares
sold in this offering. At the closing of this offering, Communicade will
pay, or Razorfish will refund, the difference between the amount paid by
Communicade and the amount payable based on the actual offering price, as
applicable. An increase or decrease in the offering price of $1.00 will
result in an increase or decrease in the aggregate purchase price payable
by Communicade of $1,581,448. Assuming that the actual offering price of
the shares offered hereby is $11.00 per share (the midpoint of the range
disclosed on the cover of the prospectus), the purchase price payable by
Communicade will increase by $1,581,448 to $17,395,928.

13
<PAGE>

DILUTION

Assuming that the acquisition of Spray and the exercise by Communicade of an
option to purchase 1,976,810 shares (or 10%) of Razorfish's Common Stock had
been completed as of December 31, 1998, Razorfish's pro forma net tangible book
value as of December 31, 1998 would have been approximately $14.4 million, or
$0.68 per share. Net tangible book value per share is equal to the total
tangible assets of Razorfish minus total liabilities divided by the number of
shares of Common Stock outstanding. Assuming Razorfish had also sold the
3,000,000 shares of Common Stock offered hereby (at an assumed initial public
offering price of $11.00 per share), and after deducting underwriting discounts
and commissions and estimated offering expenses payable by Razorfish,
Razorfish's pro forma net tangible book value at December 31, 1998 would have
been approximately $43.2 million, or $1.80 per share. This represents an
immediate increase in pro forma net tangible book value of $1.12 per share to
existing stockholders (including Spray Ventures and Communicade) and an
immediate dilution of $9.20 per share to new investors. Dilution is determined
by subtracting pro forma net tangible book value per share after the offering
from the amount of cash paid by a new investor for a share of Common Stock. The
following table illustrates the substantial and immediate per share dilution to
new investors:

<TABLE>
<CAPTION>
Per share
------------
<S> <C> <C>
Assumed initial public offering price ........................ $11.00
Pro forma net tangible book value as of December 31, 1998... $0.68
Increase attributable to new investors...................... 1.12
-----
Pro forma net tangible book value after giving effect to the
offering..................................................... 1.80
------
Dilution to new investors..................................... $ 9.20
======
</TABLE>

The following table sets forth as of December 31, 1998 the number of shares
of Common Stock purchased from Razorfish, the total consideration paid and the
average price per share paid by existing stockholders and by new investors at
an assumed offering price of $11.00 per share:

<TABLE>
<CAPTION>
Total
Shares purchased consideration
------------------ --------------- Average price
Number Percent Amount Percent per share
---------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1).. 21,087,875 87.5% $54,659 62.4% $2.59
New investors............. 3,000,000 12.5 33,000 37.6 11.00
---------- ----- ------- -----
Total................... 24,087,875 100.0% $87,659 100.0% $3.64
========== ===== ======= =====
</TABLE>

- --------

(1) Includes 7,904,827 shares acquired by Spray Ventures and 1,976,207 shares
acquired by Communicade at $3.64 per share pursuant to the Spray
acquisition and 1,976,810 shares acquired by Communicade at $8.00 per share
pursuant to the exercise of its option to purchase up to 10% of Razorfish's
Common Stock. The purchase price paid by Communicade in connection with the
exercise of the 10% option was based on a discount of 20% from an assumed
offering price of $10.00 per share (or $8.00 per share). The purchase price
for these shares will be adjusted based on a discount of 20% from the
actual offering price of the shares sold in this offering. See
"Capitalization."

If the underwriters exercise their over-allotment in full, the pro forma net
tangible book value per share of Common Stock as of December 31, 1998 would
have been $1.99 per share, which would result in dilution to the new investors
of $9.01 per share, and the number of shares held by the new investors will
increase to 3,450,000, or 14.1% of the total number of shares to be outstanding
after this offering, and the number of shares held by the existing stockholders
will be 21,081,665 shares, or 85.9% of the total number of shares to be
outstanding after this offering.

14
<PAGE>

The foregoing tables assume no exercise of any outstanding stock options to
purchase Common Stock. As of December 31, 1998, there were outstanding options
to purchase an aggregate of 659,955 shares of Common Stock, 132,161 of which
were then exercisable, and Razorfish had also reserved for issuance as of
December 31, 1998 an additional 196,136 shares of Common Stock for issuance
upon the exercise of options which had not yet been granted under the 1997
Stock Option Plan but which Razorfish intends to grant concurrently with the
consummation of this offering. Razorfish has reserved a total of 922,327 shares
of Common Stock for issuance under the 1999 Stock Incentive Plan of which no
options are outstanding but 430,500 options of which will be granted
concurrently with the consummation of this offering. To the extent these
options are exercised, the value of the investment of both new and existing
investors will be less diluted. See "Capitalization," "Management--Employee
benefit plans" and note 9 to Razorfish's consolidated financial statements for
a more detailed description of outstanding stock options and Razorfish's stock
option plans.

The following table illustrates the increase in net tangible book value per
share to investors as of December 31, 1998 (assuming that the acquisition of
Spray, the exercise by Communicade of its option to purchase 1,976,810 shares
(or 10%) of Razorfish's Common Stock and the sale of 3,000,000 shares of Common
Stock offered hereby at an assumed offering price of $11.00 had been completed
as of December 31, 1998) after giving pro forma effect to the exercise of all
outstanding nominal issuances of options to purchase Common Stock, including
proceeds received upon exercise of these options:

<TABLE>
<CAPTION>
Per share
---------
<S> <C>
Net tangible book value as of December 31, 1998................. $1.80
Increase attributable to exercise of nominal issuances of
options to purchase Common Stock as of December 31, 1998....... 0.02
-----
Pro forma net tangible book value ................................ $1.82
=====
</TABLE>

15
<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION OF RAZORFISH

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------
1995 1996 1997 1998
--------- --------- --------- ---------
(in thousands, except share and per
share data)
<S> <C> <C> <C> <C>
Statement of Operations Information:
Revenues............................ $312 $1,218 $3,618 $13,843
Direct salaries and costs........... 107 895 1,906 7,770
--------- --------- --------- ---------
Gross profit........................ 205 323 1,712 6,073
Sales and marketing................. 16 129 175 438
General and administrative.......... 142 500 877 2,897
Amortization of goodwill............ -- -- -- 107
Non-cash compensation expense....... -- -- 79 1,936
--------- --------- --------- ---------
Income (loss) from operations....... 47 (306) 581 695
Interest expense, net............... -- 5 19 241
--------- --------- --------- ---------
Income (loss) before income taxes... 47 (311) 562 454
Provision (benefit) for income
taxes.............................. 11 (57) 265 455
--------- --------- --------- ---------
Net income (loss)................... $ 36 $ (254) $ 297 $ (1)
========= ========= ========= =========
Net income (loss) per share:
Basic.............................. $0.00 $(0.03) $0.03 $(0.00)
Diluted............................ $0.00 $(0.03) $0.03 $(0.00)
Weighted average common shares
outstanding:
Basic.............................. 9,090,906 9,090,906 9,156,819 9,223,821
Diluted............................ 9,537,607 9,537,607 9,886,241 9,670,522

<CAPTION>
December 31,
----------------------------------------
1995 1996 1997 1998
--------- --------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C>
Balance Sheet Information:
Cash and cash equivalents........... $ -- $ 63 $1,176 $ 599
Total assets........................ 123 593 4,267 12,085
Total long-term debt................ 17 55 77 3,212
Total debt.......................... 21 91 1,953 5,542
Stockholders' equity................ 36 281 657 2,729
</TABLE>

16
<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION OF SPRAY

The following selected consolidated financial information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Spray's consolidated financial statements and
the notes thereto included elsewhere in this 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 Spray, which have been audited by
Arthur Andersen LLP, independent public accountants, and is included elsewhere
in this prospectus. The balance sheet information as of December 31, 1996 is
derived from the consolidated financial statements of Spray, which have been
audited by Arthur Andersen LLP, independent public accountants, and is not
included in this prospectus. The statement of operations information for the
two-year period ended December 31, 1995 and the balance sheet information as of
December 31, 1994 and 1995 is unaudited and has been prepared on the same basis
as the audited consolidated financial statements of Spray included elsewhere in
this prospectus. In the opinion of management, this unaudited information
includes all adjustments, consisting of only normally recurring adjustments
necessary for a fair presentation of such information. The historical results
are not necessarily indicative of the operating results to be expected in the
future.

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------
1994 1995 1996 1997 1998
---- ------ ------ ------ -------
(in thousands)
<S> <C> <C> <C> <C> <C>
Statement of Operations Information:
Revenues.................................. $458 $2,192 $5,319 $7,818 $15,402
Direct salaries and costs................. 323 1,734 4,391 7,258 13,111
---- ------ ------ ------ -------
Gross profit.............................. 135 458 928 560 2,291
Sales and marketing....................... 38 97 350 395 757
General and administrative................ -- -- 256 965 2,763
Amortization of goodwill.................. -- -- -- 89 331
---- ------ ------ ------ -------
Income (loss) from operations............. 97 361 322 (889) (1,560)
Interest income (expense), net............ -- 1 -- 84 (235)
---- ------ ------ ------ -------
Income (loss) before minority interest and
income taxes............................. 97 362 322 (805) (1,795)
Minority interest......................... -- -- -- 88 319
---- ------ ------ ------ -------
Income (loss) before income taxes......... 97 362 322 (717) (1,476)
Provision (benefit) for income taxes...... -- 66 241 (24) --
---- ------ ------ ------ -------
Net income (loss)......................... $ 97 $ 296 $ 81 $ (693) $(1,476)
==== ====== ====== ====== =======

<CAPTION>
December 31,
----------------------------------
1994 1995 1996 1997 1998
---- ------ ------ ------ -------
(in thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Information:
Cash and cash equivalents................. $110 $ 184 $ 240 $ 581 $ 907
Total assets.............................. 325 1,036 1,239 4,664 6,827
Total long-term debt...................... -- -- -- 45 24
Total debt................................ -- -- -- 542 1,623
Stockholders' equity...................... 142 476 269 1,617 836
</TABLE>

17
<PAGE>

EXAMINATION REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Razorfish, Inc.:

We have examined the pro forma adjustments reflecting the transactions
described in Notes (a), (b), (c) and (d) to the unaudited pro forma condensed
consolidated balance sheet and the application of those adjustments to the
historical amounts in the accompanying unaudited pro forma condensed
consolidated balance sheet of Razorfish, Inc. as of December 31, 1998, and the
pro forma adjustments reflecting the transactions described in Notes (a), (b),
(c) and (d) to the unaudited pro forma condensed consolidated statement of
operations and the application of those adjustments to the historical amounts
in the accompanying unaudited pro forma condensed consolidated statement of
operations for the year then ended. The historical condensed financial
statements are derived from the historical financial statements of Razorfish,
Inc. and subsidiaries and Spray Network AB and subsidiaries, which were audited
by us, appearing elsewhere herein. Such pro forma adjustments are based upon
management's assumptions described in Notes (a), (b), (c) and (d) to each of
the unaudited pro forma condensed consolidated balance sheet and the unaudited
pro forma condensed consolidated statement of operations. Our examination was
made in accordance with standards established by the American Institute of
Certified Public Accountants and, accordingly, included such procedures as we
considered necessary in the circumstances.

The objective of this pro forma financial information is to show what the
significant effects on the historical financial information might have been had
the transactions occurred at an earlier date. However, the unaudited pro forma
condensed consolidated financial statements are not necessarily indicative of
the results of operations or related effects on financial position that would
have been attained had the above mentioned transactions actually occurred
earlier.

In our opinion, management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the above mentioned
transactions described in Notes (a), (b), (c) and (d) to each of the unaudited
pro forma condensed consolidated balance sheet and the unaudited pro forma
condensed consolidated statement of operations, the related pro forma
adjustments give appropriate effect to those assumptions, and the pro forma
column reflects the proper application of those adjustments to the historical
financial statement amounts in the unaudited pro forma condensed consolidated
balance sheet as of December 31, 1998 and the unaudited pro forma condensed
consolidated statement of operations for the year then ended.

ARTHUR ANDERSEN LLP

New York, New York

April 21 1999

18
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial
statements as of 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 and Spray, which are included elsewhere in
this prospectus. The unaudited pro forma condensed consolidated balance sheet
gives effect to the acquisition of Spray and the exercise by Communicade of an
option to purchase 1,976,810 shares (or 10%) of Razorfish's Common Stock as if
such transactions had occurred on December 31, 1998. The unaudited pro forma
consolidated statement of operations information for the year ended December
31, 1998 gives effect to the acquisitions that Razorfish completed in 1998 and
1999 and Communicade's exercise of the 10% option as if such transactions had
occurred on January 1, 1998.

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 and the exercise by Communicade of its option to
purchase up to 10% of Razorfish's Common Stock 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 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 $51.7
million for Spray, $0.8 million for Avalanche Systems 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.

19
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 1998

<TABLE>
<CAPTION>
Historical Pro forma adjustments
----------------------- -----------------------------
Spray
Razorfish Spray acquisition(a) 10% option(b) Pro forma
----------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents........... $ 598,720 $ 907,000 $ -- $15,814,476 $17,320,196
Accounts receivable,
net................... 2,373,006 1,725,000 -- -- 4,098,006
Other current assets... 2,602,822 1,246,000 -- -- 3,848,822
----------- ----------- ----------- ----------- -----------
Total current assets.. 5,574,548 3,878,000 -- 15,814,476 25,267,024
Property and equipment,
net.................... 1,185,544 1,436,000 -- -- 2,621,544
Intangibles............. 3,454,582 1,513,000 51,732,307(a) -- 56,699,889
Investments and other
assets................. 1,870,809 -- -- -- 1,870,809
----------- ----------- ----------- ----------- -----------
Total assets........ $12,085,483 $ 6,827,000 $51,732,307 $15,814,476 $86,459,266
=========== =========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Due to Omnicom......... $ 1,782,380 $ -- $ -- $ -- $ 1,782,380(d)
Accounts payable and
accrued expenses...... 1,791,417 2,854,000 -- -- 4,645,417
Related party debt..... 500,000 -- -- -- 500,000
Deferred tax
liabilities........... 1,395,884 -- -- -- 1,395,884
Current portion of
capital lease
obligations........... 47,107 -- -- -- 47,107
Other current
liabilities........... 609,213 2,830,000 -- -- 3,439,213
----------- ----------- ----------- ----------- -----------
Total current
liabilities.......... 6,126,001 5,684,000 -- -- 11,810,001
Long-term debt.......... 3,206,506 24,000 -- -- 3,230,506
Capital lease
obligations............ 5,671 -- -- -- 5,671
Other long-term
liabilities............ 18,655 283,000 -- -- 301,655
----------- ----------- ----------- ----------- -----------
Total liabilities... 9,356,833 5,991,000 -- -- 15,347,833
Stockholders' equity:
Preferred Stock......... -- -- -- -- --
Common stock:
Class A................ 92,238 37,000 61,810(c) 19,768 210,816
Class B................ -- -- 1(c) -- 1
Additional paid-in
capital............... 2,410,121 3,492,000 48,977,496(c) 15,794,708 70,674,325
Retained deficit....... 222,431 (2,581,000) 2,581,000(c) -- 222,431
Cumulative foreign
translation
adjustments............ 3,860 (112,000) 112,000(c) -- 3,860
----------- ----------- ----------- ----------- -----------
Total stockholders'
equity............... 2,728,650 836,000 51,732,307 15,814,476 71,111,433
----------- ----------- ----------- ----------- -----------
Total liabilities and
stockholders'
equity.............. $12,085,483 $ 6,827,000 $51,732,307 $15,814,476 $86,459,266
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
condensed consolidated financial statements are integral parts of this
statement.

20
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(a) Spray acquisition

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:

<TABLE>
<S> <C>
Aggregate purchase price................................. $52,568,307
Less: net book value of assets acquired................ 836,000
-----------
Excess of cost over net book value of assets acquired.... $51,732,307
===========
Allocation of excess of cost over net book value of
assets acquired:
Goodwill............................................... $43,232,307
Customer lists......................................... 7,600,000
Workforce.............................................. 900,000
-----------
Total................................................ $51,732,307
===========
</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>

(b) Communicade's 10% option

On February 3, 1999, Communicade exercised its option to purchase
up to 10% of Razorfish's Common Stock and acquired 1,976,810 shares
of Common Stock for total proceeds of $15,814,476 million. The
purchase price paid by Communicade in connection with the exercise
of this option was based on a discount of 20% from an assumed
offering price of $10.00 per share (or $8.00 per share). The fair
value of the 10% option was recorded as additional purchase price
consideration for the Spray acquisition. The purchase price for
these shares will be adjusted based on a discount of 20% from the
actual offering price of the shares offered hereby. At the closing
of this offering, Communicade will pay, or Razorfish will refund,
the difference between the amount paid by Communicade and the amount
payable based on such actual offering price, as applicable. Assuming
that the actual offering price of the shares offered hereby is
$11.00 per share (the midpoint of the range disclosed on the cover
of this prospectus), the purchase price payable by Communicade will
increase by $1,581,448 to $17,395,928.

21
<PAGE>

(c) Reflects the adjustments to stockholders' equity as follows:
<TABLE>
<CAPTION>
Acquisitions
------------
<S> <C>
Elimination of Spray common stock....................... $ (37,000)
Issuance of Common Stock in connection with the
acquisition of Spray................................... 98,810
-----------
Subtotal............................................. 61,810
-----------
Issuance of Class B Common Stock in connection with the
acquisition of Spray................................... 1
-----------
Additional paid-in capital:
Elimination of Spray additional paid-in capital........ (3,492,000)
Additional paid-in capital from issuance of Class A and
B Common Stock in connection with the acquisition of
Spray................................................. 48,515,877
Additional paid-in capital from issuance of 10% option
in
connection with the acquisition of Spray (1,976,810
shares of
Common Stock issued upon exercise of the option x $2.00
(fair market value of the options)).................... 3,953,619
-----------
Subtotal............................................. 48,977,496
-----------
Retained deficit:
Elimination of Spray historical retained deficit........ 2,581,000
-----------
Cumulative foreign translation adjustment:
Elimination of Spray historical cumulative foreign
translation adjustment................................. 112,000
-----------
Total................................................ $51,732,307
===========
</TABLE>

The following summarizes how the amounts relating to the
issuance of shares in connection with the Spray acquisition were
determined:

<TABLE>
<S> <C> <C>
Total Common Stock issued...................... 9,881,034
Fair market value of common stock per share.... $ 4.92
-----------
Total value of Common Stock issued............. 48,614,687
Total Common Stock issued...................... 9,881,034
Par value of Common Stock...................... $ 0.01
----------
Adjustment to Common Stock..................... 98,810
-----------
Adjustment to additional paid-in capital....... $48,515,877
===========
Total Class B Common Stock issued.............. 50
Par value of Common Stock...................... $ 0.01
-----------
Adjustment to Common Stock..................... $ 1
===========
</TABLE>

(d) "Due to Omnicom" was reduced subsequent to December 31, 1998 by
$1,103,998 to $678,382 in connection with the exercise of
Communicade's 10% option; however, this adjustment has not been
reflected in the Pro Forma Condensed Consolidated Balance Sheet.

22
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 1998

<TABLE>
<CAPTION>
Historical Pro forma adjustments
----------------------------------------- ---------------------------------------
Other Other 10%
Razorfish Spray acquisitions(a) Spray acquisitions option Pro forma
----------- ----------- --------------- ----------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $13,843,289 $15,402,000 $1,728,763 $ -- $ -- $ -- $30,974,052
Direct salaries and
costs.................. 7,769,752 13,111,000 1,681,737 -- -- -- 22,562,489
----------- ----------- ---------- ----------- -------- -------- -----------
Gross profit............ 6,073,537 2,291,000 47,026 -- -- -- 8,411,563
Sales and marketing..... 438,204 757,000 164,222 -- -- -- 1,359,426
General and
administrative......... 2,897,064 2,763,000 269,223 -- -- -- 5,929,287
Amortization of
intangibles............ 106,634 331,000 -- 2,786,615 (b) 64,126 (b) -- 3,288,375
Non-cash compensation
expense................ 1,936,539 -- -- -- -- -- 1,936,539
----------- ----------- ---------- ----------- -------- -------- -----------
Income (loss) from
operations............. 695,096 (1,560,000) (386,419) (2,786,615) (64,126) -- (4,102,064)
Interest expense
(income), net.......... 241,342 235,000 5,342 -- -- (481,684)(c) --
Minority interests...... -- (319,000) -- -- -- -- (319,000)
----------- ----------- ---------- ----------- -------- -------- -----------
Income (loss) before
income taxes........... 453,754 (1,476,000) (391,761) (2,786,615) (64,126) 481,684 (3,783,064)
Provision (benefit) for
income taxes........... 454,813 -- (181,227) -- -- -- 273,586
----------- ----------- ---------- ----------- -------- -------- -----------
Net (loss) income....... $ (1,059) $(1,476,000) $ (210,534) $(2,786,615) $(64,126) $481,684 $(4,056,650)
=========== =========== ========== =========== ======== ======== ===========
Per share information:
Net loss per share:
Basic................... $ (0.00) $ (0.19)
=========== ===========
Diluted................. $ (0.00) $ (0.19)
=========== ===========
Weighted average common
shares outstanding:
Basic................... 9,223,821 21,081,665(d)
=========== ===========
Diluted................. 9,670,522 21,528,366(d)
=========== ===========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
condensed consolidated financial statements are integral parts of this
statement.

23
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(a) 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.

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 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.

24
<PAGE>

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.

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:

<TABLE>
<CAPTION>
Total
other
CHBi Sunbather Plastic <tag> Media acquisitions
-------- --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues................ $785,735 $499,143 $284,320 $159,565 $1,728,763
Direct salaries and
costs.................. 657,982 513,247 347,545 162,963 1,681,737
-------- -------- -------- -------- ----------
Gross profit............ 127,753 (14,104) (63,225) (3,398) 47,026
Sales and marketing..... 125,169 14,327 23,396 1,330 164,222
General and
administrative......... 75,710 131,530 43,803 18,180 269,223
-------- -------- -------- -------- ----------
Loss from operations.... (73,126) (159,961) (130,424) (22,908) (386,419)
Interest (income)
expense, net........... (469) 5,404 (78) 485 5,342
-------- -------- -------- -------- ----------
Loss before income
taxes.................. (72,657) (165,365) (130,346) (23,393) (391,761)
Benefit for income
taxes.................. (45,958) (69,145) (54,235) (11,889) (181,227)
-------- -------- -------- -------- ----------
Net (loss).............. $(26,699) $(96,220) $(76,111) $(11,504) $ (210,534)
======== ======== ======== ======== ==========
</TABLE>

(b) Amortization of intangibles for the year ended December 31, 1998:

<TABLE>
<S> <C>
Amortization of Spray intangibles.......................... $2,786,615
Amortization of other acquisitions' goodwill prior to their
respective acquisition dates.............................. 64,126
----------
Total pro forma goodwill adjustments..................... $2,850,741
==========
</TABLE>

Reflects the elimination of interest expense for Razorfish, Spray
and the other acquisitions for the year ended December 31, 1998, as
if the 10% option had been exercised on January 1, 1998 and,
therefore, no borrowings would have been incurred by each of the
entities due to available cash resources.

(d) Set forth below are the weighted average shares of Common Stock
outstanding during the periods for the basic and diluted
computations for the year ended December 31, 1998:

<TABLE>
<CAPTION>
<S> <C>
Basic:
Historical Razorfish basic.................................. 9,223,821
Shares issued in acquisition of Spray....................... 9,881,034
Shares issued on exercise of Communicade's 10% option....... 1,976,810
----------
Pro forma basic............................................ 21,081,665
==========
Diluted:
Historical Razorfish diluted................................ 9,670,522
Shares issued in acquisition of Spray....................... 9,881,034
Shares issued on exercise of Communicade's 10% option....... 1,976,810
----------
Pro forma diluted.......................................... 21,528,366
==========
</TABLE>

25
<PAGE>

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

The following discussion and analysis should be read in conjunction with
each of Razorfish's and Spray's consolidated financial statements and notes
thereto and "Unaudited Pro Forma Condensed Consolidated Financial Information"
included elsewhere in this prospectus. This prospectus contains forward-looking
statements relating to future events and Razorfish's future financial
performance. Actual results could be significantly different than those
discussed in this 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 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. Prior to its acquisition, Spray
was engaged in the same business, with the same business philosophy and
strategy as Razorfish.

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 future,
Razorfish may utilize such arrangements.

Razorfish recognizes revenues 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. 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. 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 Razorfish's revenues in one period may
not generate a similar amount of revenue in subsequent periods. On a pro forma
basis assuming all of the 1998 and 1999 acquisitions had occurred on January 1,
1998, Charles Schwab would have accounted for approximately 12.1% of revenues
for 1998, and no client would have accounted for more than 10.0% of revenues in
1997.

26
<PAGE>

Charles Schwab accounted for approximately 27.1% of Razorfish's actual
revenues in 1998. In 1997, the following clients accounted for the percentage
of Razorfish's actual revenues set forth opposite their respective names:
<TABLE>
<CAPTION>
Percent of
Client 1997 revenues
------ -------------
<S> <C>
CBS......................................................... 19.5%
AT&T........................................................ 16.2
Road Runner................................................. 14.1
Charles Schwab.............................................. 13.7
</TABLE>

Hagstromer & Qviberg accounted for 15.0% of Spray's actual revenues for 1998.
Telia and SAS accounted for approximately 17.0% and 12.0% of Spray's actual
revenues, respectively, during 1997. No other client of Razorfish or Spray
accounted for more than 10% of Razorfish's or Spray's actual revenues in 1998
or 1997.

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 direct salaries and costs are comprised primarily of salaries,
employee benefits and incentive compensation of billable employees and a
proportionate share of all other operating expenses based on the ratio of
billable to total 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 a proportionate share of all other operating expenses based on
the ratio of non-billable to total employees.

Razorfish's non-cash compensation expense is comprised of the compensation
cost associated with the difference between the fair market value of options
granted and the exercise price of such options over the vesting period of the
options. Razorfish will incur a maximum of approximately $109,000 in 1999,
$45,000 in 2000 and $9,000 in 2001 in non-cash compensation expense relating to
the grant of certain options to employees in 1997 and 1998. Such amounts may
decrease if employees depart Razorfish before their options are fully vested.

Acquisitions

Razorfish completed five acquisitions during 1998. Razorfish also acquired
Spray and certain of its subsidiaries in the first quarter of 1999. 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--Other
acquisitions"and "Business--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 certain of Razorfish's 1998 acquisitions. When Razorfish
acquired Avalanche Systems it combined Avalanche Systems' operations with
Razorfish's existing New York operations; therefore, no separate information
for Avalanche Systems is presented.

27
<PAGE>

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 Limited
(formerly <tag> Razorfish 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 shareholders retained a 49% interest in Tetre. In addition, Messrs.
Bystedt and Randerz, officers of Razorfish, were shareholders and officers of
Tetre both prior to and following the transaction. Spray Ventures and the Tetre
shareholders entered into a shareholders agreement pursuant to which the Tetre
shareholders 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."

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 shareholders 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 shareholders agreement among Spray Ventures
and the former Tetre shareholders was terminated, and accordingly, the option
to purchase 1% of Spray was also terminated. See "Business--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.

28
<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 and Spray's quarterly margins have been
impacted by:

. 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 statement of operations
data of Razorfish 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> <C> <C>
Revenues................ $ 1.22 100.0% $3.62 100.0% $13.84 100.0%
Direct salaries and
costs.................. 0.90 73.5 1.91 52.7 7.77 56.1
------ ----- ----- ----- ------ -----
Gross profit............ 0.32 26.5 1.71 47.3 6.07 43.9
Sales and marketing..... 0.13 10.6 0.17 4.8 0.44 3.2
General and
administrative......... 0.50 41.1 0.88 24.2 2.89 20.9
Amortization of
goodwill............... -- -- -- -- 0.11 0.8
Non-cash compensation
expense................ -- -- 0.08 2.2 1.94 14.0
------ ----- ----- ----- ------ -----
Income (loss) from
operations............. (0.31) (25.2) 0.58 16.1 0.69 5.0
Interest expense, net... -- -- 0.02 0.5 0.24 1.7
------ ----- ----- ----- ------ -----
Income (loss) before
income taxes........... (0.31) (25.2) 0.56 15.6 0.45 3.3
Provision (benefit) for
income taxes........... (0.06) (4.7) 0.26 7.3 0.45 3.3
------ ----- ----- ----- ------ -----
Net income (loss)....... $(0.25) (20.5)% $0.30 8.3% $ (0.0) (0.0)%
====== ===== ===== ===== ====== =====
</TABLE>

29
<PAGE>

The following table sets forth certain 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%
Direct salaries and costs... 4.39 82.6 7.26 92.8 13.11 85.1
----- ----- ------ ------ ------ ------
Gross profit................ 0.93 17.4 0.56 7.2 2.29 14.9
Sales and marketing......... 0.35 6.5 0.40 5.1 0.76 4.9
General and administrative.. 0.26 4.8 0.96 12.3 2.76 17.9
Amortization of goodwill.... -- -- 0.09 1.2 0.33 2.2
----- ----- ------ ------ ------ ------
Income (loss) from
operations................. 0.32 6.1 (0.89) (11.4) (1.56) (10.1)
Interest income (expense),
net........................ -- -- 0.09 1.2 (0.24) (1.6)
----- ----- ------ ------ ------ ------
Income (loss) before
minority interest and
income taxes............... 0.32 6.1 (0.80) (10.2) (1.80) (11.7)
Minority interest........... -- -- (0.09) (1.1) (0.32) (2.0)
----- ----- ------ ------ ------ ------
Income (loss) before income
taxes...................... 0.32 6.1 (0.71) (9.1) (1.48) (9.7)
Provision (benefit) for
income taxes............... 0.24 4.5 (0.02) (0.3) -- --
----- ----- ------ ------ ------ ------
Net income (loss)........... $0.08 1.6% $(0.69) (8.8)% $(1.48) (9.7)%
===== ===== ====== ====== ====== ======
</TABLE>

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

Revenues

Razorfish's revenues increased $10.2 million, or 282.7%, 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 equalled $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.

Direct salaries and costs

Razorfish's direct salaries and costs increased $5.9 million, or 307.6%, to
$7.8 million for 1998 from $1.9 million for 1997. As a percentage of revenues,
direct salaries and costs increased to 56.1% during 1998 from 52.7% during
1997. The increase in direct salaries and costs in absolute dollar terms was a
result of the increase in the number of billable employees. The increase in
direct salaries and 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 improvements in gross margins 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.

30
<PAGE>

Spray's direct salaries and costs increased $5.9 million, or 80.6%, to $13.1
million for 1998 from $7.3 million for 1997. As a percentage of revenues,
salaries and direct costs decreased to 85.1% during 1998 from 92.8% 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 salaries and
direct costs as a percentage of revenues was due to efficiencies and higher
gross margins realized at Spray's offices.

Sales and marketing

Razorfish's sales and marketing expenses increased $0.3 million, or 151.0%,
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.

General and administrative

Razorfish's general and administrative expenses increased $2.0 million, or
230.5%, to $2.9 million in 1998 from $0.9 million in 1997. As a percentage of
revenues, general and administrative expenses decreased to 20.9% during 1998
from 24.2% 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 certain 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 $1.8 million, or
186.3%, to $2.8 million for 1998 from $1.0 million for 1997. As a percentage of
revenues, general and administrative expenses increased to 17.9% during 1998
from 12.4% 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.

Non-cash compensation expense

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 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

31
<PAGE>

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--Other
acquisitions."

Amortization of goodwill

Amortization of goodwill for Razorfish was approximately $0.1 million in
1998 compared to none for 1997. This increase in amortization of goodwill was
due to the goodwill resulting from the five acquisitions completed during 1998.
Amortization of goodwill 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 goodwill
would have increased $59,000 to $3.1 million for 1998 from $3.0 million for
1997.

Income taxes

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.

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 to year ended December 31, 1996

Revenues

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.

Direct salaries and costs

Razorfish's direct salaries and costs increased $1.0 million, or 112.9%, to
$1.9 million for 1997 from $0.9 million for 1996. As a percentage of revenues,
direct salaries and costs decreased to 52.7% during 1997 from 73.5% during
1996. The increase in direct salaries and 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 direct
salaries and costs as a percentage of revenues was due to more efficient
staffing of larger and more complex projects.

Spray's direct salaries and costs increased $2.9 million, or 65.3%, to $7.3
million for 1997 from $4.4 million for 1996. As a percentage of revenues,
direct salaries and costs increased to 92.8% during 1997 from 82.6% during
1996. This increase in absolute dollar terms was due to an increase in the
number of billable employees. The increase in direct salaries and 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.

32
<PAGE>

Sales and marketing

Razorfish's sales and marketing expenses increased approximately $46,000 or
35.4%, 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 6.5% 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

Razorfish's general and administrative expenses increased $0.4 million, or
75.3%, to $0.9 million for 1997 from $0.5 million for 1996. As a percentage of
revenues, general and administrative expenses decreased to 24.2% during 1997
from 41.1% 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 $0.7 million, or
277.0%, to $1.0 million for 1997 from $0.3 million for 1996. As a percentage of
revenues, general and administrative expenses increased to 12.3% during 1997
from 4.8% 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.

Income taxes

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 18.3% 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 has relied on borrowings under lines of credit
provided by Omnicom to finance its working capital requirements and capital
expenditures.

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.

Net cash provided by (used in) operating activities

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.

33
<PAGE>

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 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 $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 $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 this 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 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 forseeable future. Razorfish does not expect to make payments

34
<PAGE>

greater than $250,000 in 1999 in connection with earn-out arrangements under
certain 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 forseeable 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 Shareholders Agreement with
Communicade (f/k/a JWL Associates Corp.), a wholly owned subsidiary of Omnicom,
and Messrs. Dachis and Kanarick, pursuant to which Omnicom agreed that, as long
as it was a shareholder 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 Shareholders 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. As of the date of this prospectus,
Razorfish has approximately $4.0 million outstanding under the acquisition line
of credit. The principal amounts under any loans made pursuant to the
acquisition line of credit are to be repaid quarterly in equal installments
over a seven-year period beginning on the date of the applicable loan. The
Stockholders Agreement terminates on the closing of this offering; accordingly,
Razorfish will no longer have available any line of credit. See "Certain
Transactions."

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 this 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. The final purchase price will be
determined on the closing date of this offering. See "Certain Transactions."

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 certain of its subsidiaries under the
same terms and conditions as its borrowings from Omnicom.

Razorfish believes that cash generated by operations combined with the
proceeds of the exercise by Communicade of its 10% option and this offering
will be sufficient to meet its working capital needs for the next twelve
months.

35
<PAGE>

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 then 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 in order 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 will 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 planned
upgrades to its telephone system and alarm system necessary to support
Razorfish's growth will also 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
received 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 June 30, 1999. Management believes that any failures of these
systems would have negligible impact on Razorfish's operations and would take
only a few days to resolve.

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 a full complement of trained information services support staff
to deal with unforeseen desktop failures. Razorfish has redundant servers for a
variety of its operating systems to minimize potential outages of server
operations. Regular backups will be supplemented and relocated offsite to
ensure Razorfish's ability to reconstruct its failed systems quickly. Secondary
DNS servers throughout Razorfish will maintain Razorfish's vital Internet
connections.

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As part of its 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 general application software programs;

.the financial systems;

.nonfunctioning telecommunications systems;

.climate control systems; and

.every office appliance such as copiers and fax machines.

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, respectively. 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 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.

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Recent accounting pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which
establishes standards for reporting and display of comprehensive income and its
components in the financial statements. SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is required.
SFAS No. 130 offers alternatives for presentation of disclosures required by
the standard. The adoption of SFAS No. 130 did not have a material impact on
Razorfish's results of operations, financial position or cash flows.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS No. 131"), which establishes
standards for reporting information about operating segments in annual
financial statements. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. SFAS No. 131
is effective for fiscal years beginning after December 15, 1997. The adoption
of SFAS No. 131 did not have a material impact on Razorfish's results of
operations, financial position or cash flows.

In April 1998, the AICPA issued Statement of Position 98-5, "Reporting on
the Costs of Start-Up Activities." Statement of Position 98-5, which is
effective for fiscal years beginning after December 15, 1998, provides guidance
on the financial reporting of start-up costs and organization costs. It
requires costs of start-up activities and organization costs to be expensed as
incurred. As Razorfish has expensed these costs historically, the adoption of
this standard is not expected to have a significant impact on Razorfish's
results of operations, financial position or cash flows.

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 certain 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.

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BUSINESS

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 (1) a re-designed on-
line trading system for Charles Schwab, (2) a user-interface for theglobe.com,
(3) an enhanced on-line business identity for IBM's RS/6000 product line and
(4) a user-interface for Road Runner, the high-speed on-line service that is
owned by ServiceCo, 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 414 full
time employees.

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.

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

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<PAGE>

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.

The Razorfish approach

Razorfish believes that with the tremendous growth in the use of digital
technologies around the world, companies must re-evaluate their traditional
business models and incorporate digital communications into their organizations
in order to remain competitive. Razorfish helps companies interact effectively,
both internally with employees and externally with vendors, suppliers and
customers, in this new digital environment. Razorfish designs and implements
digital communications solutions that are designed to enhance its clients' core
business, operations and communications. In order to service its clients,
Razorfish:

Provides an integrated, full-service offering. Razorfish offers an
integrated service offering consisting of strategic consulting, design of
information architectures and end-user interfaces, and creation and
customization of software necessary to implement digital communications
solutions. Its employees have expertise in a broad range of disciplines
including business strategy, marketing, branding, technology and creative
design. Razorfish works with a client from the analysis of its business
problems to the implementation of an appropriate solution. As a result, clients
benefit not only from the time and cost savings of working with a single firm,
but also from the optimized digital communications solutions made possible by
Razorfish's integrated, full-service offering. Management believes that this
differentiates it from other service providers that focus on a single aspect of
the service offering.

Develops and implements high value-added solutions. Razorfish's goal is to
enable its clients to improve their overall business practices by providing
digital communications solutions that can increase sales, improve
communications and create or enhance business identities. Solutions have
included the creation of new distribution channels, the repositioning of on-
line brands and the integration of a client's operations by opening and
expanding lines of communication among the client's employees, customers,
distributors and vendors. These high value-added solutions are designed to
provide significant opportunities for revenue growth and cost reduction for
Razorfish clients. For example, Razorfish re-designed and enhanced the on-line
trading system for Charles Schwab that now accounts for approximately 61% of
Charles Schwab's daily trading volume.

Provides an end-user-focused solution. Because the end-user determines the
ultimate success of a client's product or service, Razorfish analyzes end-user
needs and applies its creativity and expertise to create digital communications
solutions that are easy-to-use, enjoyable, functional and optimized for a
particular need. Razorfish utilizes information from clients and end-user
surveys to develop user profiles and product and service characteristics that
serve as the basis for the design and development of its digital communications
solutions. Razorfish believes that this end-user-focused approach distinguishes
it from its competitors.

Leverages its international presence and local expertise. Razorfish has
offices in the United States and five European countries. Razorfish believes
that it is better able to serve multi-national and local clients because its
local consulting teams understand the nuances of local cultures, economies and
business practices. In addition, each office has the ability to draw on the
knowledge base and resources of over 285 billable Razorfish professionals
worldwide.

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Strategy

Razorfish's objective is to enhance its position as a leading-edge provider
of digital communications solutions. In order to achieve this goal, Razorfish
will:

Focus on leading-edge digital technologies. Today, Razorfish primarily uses
Internet-based technologies to create digital communications solutions for the
World Wide Web. 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 will continue to build its capabilities by (1) recruiting the most
talented people from leading technology firms and colleges and universities and
(2) providing continuous training for its employees through tuition
reimbursement and training programs. Razorfish believes that by following a
technology-neutral approach to solutions development, it will be well
positioned to capture additional market share as companies seek non-Internet-
based digital communications solutions.

Maintain creative leadership. Razorfish believes that it wins most of its
engagements due to its creativity. Furthermore, management believes that
Razorfish's design team is one of the most established in the information
technology services market. In order to maintain its creative leadership,
Razorfish sponsors cultural seminars and non-traditional special events and
provides benefits, such as a fund for creative learning opportunities, for its
employees. Razorfish will continue to invest in building the creative talents
of its employees.

Target industries that can benefit from the use of digital
communications. Razorfish believes that increased deregulation, consolidation
and global competition will lead companies in more industries to use digital
communications technology to differentiate their products and services.
Razorfish intends to target companies in those industries in order to further
expand its business.

Maintain the Razorfish culture. From its inception, Razorfish has focused on
building a working environment that encourages individuality and initiative to
promote the development of creative, cutting-edge solutions. Razorfish has
instituted programs designed to help maintain a productive and energetic
workplace, including a worldwide employee exchange program that allows
employees to transfer to other offices for specified periods of time. Razorfish
believes that by continuing and expanding these programs it will be able to
attract top professionals and maintain retention rates higher than the industry
average.

Expand through strategic acquisitions. Razorfish believes that building a
critical mass of strategic, technical and creative talent and establishing a
multi-national presence through both acquisitions and internal growth will
provide it with a substantial competitive advantage. Razorfish has grown
rapidly since its inception in 1995. It completed five acquisitions in the
United States and Europe in 1998 and completed the Spray acquisition in January
1999. Razorfish will continue to pursue strategic acquisitions to (1) acquire
expertise in new technologies, (2) gain access to additional talented
professionals, (3) enter into new geographic markets and (4) expand its client
base.

Build partnerships with clients. Razorfish establishes strong ties with its
clients' senior management by assisting them in addressing their strategic
business issues. Razorfish intends to leverage these relationships to expand
the scope and length of current projects and to enter into additional projects.

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 process provides assurance that the digital communications
solution meets with the client's expectations at every stage of its
development. This project management process consists of the following phases:

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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.

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.

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Digital communications solutions

The following chart illustrates some of the digital communications solutions
that Razorfish has created for its clients. Razorfish has provided these
examples in order for you to get a better understanding of the type of projects
that it has completed and expects to continue to complete in the forseeable
future.

Financial & Consulting Services

<TABLE>
<C> <C> <C> <S>
Challenge: Assist Charles Schwab Solution: Razorfish redesigned its trading
in responding to floor website and on-line
increased competition marketing presence to strengthen
in on-line investment Charles Schwab's position as the
services. industry-leading e-commerce
brokerage house. Razorfish also
enhanced Schwab's on-line
business identity and developed
a new user experience which are
consistently conveyed throughout
the website. As a result,
Charles Schwab is able to
clearly highlight its distinct
competitive strengths to both
its visitors and customers.

www.schwab.com

Media & Entertainment

Challenge: Strengthen Road Solution: Razorfish developed the user-
Runner's presence in interface and front-end
the high-speed on- application of Road Runner, the
line service high-speed on-line service which
industry. is owned by ServiceCo, the joint
venture among Time Warner,
MediaOne, Microsoft, Compaq and
Advance Newhouse. Leveraging the
use of new technologies, the
front-end application provides a
dynamic and engaging multimedia
experience for users. This new
version of Road Runner is being
deployed throughout Time
Warner's regional cable
affiliates.

www.rr.com

Challenge: Enhance the end- Solution: Razorfish designed an on-line
user's experience and environment to support
strengthen the on- theglobe.com's position as a
line business popular on-line community. The
identity of website features an elegant end-
theglobe.com. user interface designed to
appeal to theglobe.com's diverse
target audience and to provide a
compelling end-user experience.
Razorfish also has developed a
template system that allows both
community members and third
party providers to post content
on the website. Razorfish is
currently working with
theglobe.com to continue to
enhance the end-user's overall
experience and to expand the
features and functionality
offered by theglobe.com.

www.theglobe.com
</TABLE>

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<PAGE>

Software, Technology & Telecommunications

<TABLE>
<C> <C> <C> <S>
Challenge: Establish a stronger Solution: Razorfish consolidated the three
on-line business existing RS/6000 websites and
identity for IBM's reorganized the information in a
RS/6000, a series of manner designed to be more user-
powerful UNIX-based friendly. Razorfish also created
workstations, servers a stronger on-line business
and supercomputers. identity for the RS/6000 through
a dynamic homepage, active menus
and its custom Java interface.

www.rs6000.ibm.com

Challenge: Showcase Ericsson's Solution: Spray designed a website to
Multi-Service Access present multiple views of each
group's product, including its technical
communications specifications and use in
networking equipment business solutions. The end-user
in a way that can be can access independent press
appreciated by both coverage about and support for
technicians and each product on the website.
laypersons. Spray created a three-layered
architecture to overlay a
database containing all of the
information to be presented.
This architecture gives the end-
user the ability to access
customized information based on
his or her own level of
understanding of Ericsson's
communications networking
equipment.

www.ericsson.com/access

Challenge: Enhance eBay's Solution: Razorfish is assisting eBay in
successful on-line improving the structure of
trading community eBay's website. The new graphic-
website by improving based look is designed to
the graphic design enhance visual appeal and better
and user-interface. convey the eBay brand. Razorfish
is working with eBay to enhance
the end-user experience for a
rapidly growing customer base
and to seamlessly integrate new
features into this design.

www.ebay.com

</TABLE>

Travel & Leisure

<TABLE>
<C> <C> <C> <S>
Challenge: Create a digital Solution: CHBi created a website that is a
solution to help key channel for product and
reposition the RAC, a service delivery. The website
U.K. motoring club, offers interactive accommodation
from a roadside planning, combined route
recovery organization planning, live traffic news and
to a travel service the ability to become a member
provider. and purchase travel and
automotive accessories and
travel-related services on-line.
Razorfish is currently working
to deliver these services via
other information appliances,
including interactive TV and
mobile phones.

www.rac.co.uk
</TABLE>

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<PAGE>

<TABLE>
<C> <C> <C> <S>
Challenge: Create a central Solution: Spray built an on-line travel
information source service featuring an
for the customers of information-rich database that
the six international covers approximately 600
airlines, Air Canada, destinations in over
Lufthansa, SAS, Thai, 100 countries. The website is
United and Varig, automatically updated four times
that form the Star a day and gives users access to
Alliance. flight schedules, maps, currency
exchange rates, three-day
weather forecasts, airport and
ground transportation
information and electrical and
cellular phone standards. Users
can also purchase airline
tickets from certain airlines
and learn about airline bonus
programs.

www.star-alliance.com

Consumer Brands & Retail

Challenge: Display Electrolux Solution: Spray designed a website
products to its featuring a 1950's-style cartoon
world-wide customer house and family. The end-user
base in a way that is invited into each room of the
accommodates country- house where a member of the
to-country family describes the history and
differences in features of the Electrolux
product names and products used in that room in a
packaging while humorous fashion. The website
maintaining a also features "fridge cam," a
consistent business camera mounted in the
identity. refrigerator of an actual
suburban Stockholm family that
snaps a photo and posts it on
the website whenever the
refrigerator door is opened.
Spray has developed tools that
enable Electrolux country
managers to translate the
contents of the website into
local languages while allowing
Electrolux's Swedish
headquarters to control the
brand image and content.

www.electrolux.se

Cultural Institutions

Challenge: Extend The Solution: Razorfish developed a multi-
Smithsonian dimensional, digital exhibit
Institution's reach that allows visitors to explore
beyond its physical cultural history through various
walls. everyday objects. The visitor to
the website controls the
experience by viewing the
exhibition pieces on the website
in any order; the selection of
an object links the visitor to
another "room" with other
related objects and information.
The end result is a
personalized, fluid experience
for the visitor. In addition,
end-users can enhance the
exhibit by donating their own
objects and stories to The
Smithsonian Institution on-line.

www.si.edu/revealingthings
</TABLE>

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<PAGE>

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.

Currently, Razorfish's solutions managers are responsible for marketing and
sales. This approach provides Razorfish with a flexible sales resource. Because
of the historically high demand for Razorfish's services, Razorfish has not
needed a formal marketing or sales force. There can be no assurance that this
trend will continue; therefore, Razorfish intends to use a portion of the
proceeds of the offering to develop a sales and marketing force. Razorfish
intends the marketing and sales force primarily to develop and prioritize new
business leads and to filter incoming contacts from prospective clients.

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<PAGE>

Clients

Razorfish currently targets companies in industries that can use digital
technologies to increase sales, improve communications and create business
identities. These industries include financial and consulting services, media
and entertainment, software, technology and telecommunications, industrial and
consumer brands and retail. Set forth below is a representative list of
Razorfish's clients during the past twelve months within each targeted
industry. Because of the project-based nature of Razorfish's business, some of
the listed companies may not be current clients of Razorfish as a result of the
completion of recent projects.

<TABLE>
<S> <C>
FINANCIAL & CONSULTING SERVICES MEDIA & ENTERTAINMENT
Bank One Canal Plus
Barclays Global Cosmopolitan Magazine/Hearst Communications
Charles Schwab Disney
Dow Jones Excite
Egg Financial Times
Goldfish Razorfish Studios
Guardian Life Insurance Company of America Road Runner/Time Warner
Hagstromer and Qviberg Showtime Networks
Husbanken Stern Magazine
KPMG theglobe.com
Sparebank 1 The New Millennium Experience
TV4
CONSUMER BRANDS & RETAIL Warner Music Group
Allied Domecq
Arla SOFTWARE, TECHNOLOGY &
Bayer TELECOMMUNICATIONS
Canon Acer
Electrolux British Telecom
Hennes & Mauritz eBay
Kenwood USA Ericsson
Liz Claiborne HTV
Pripps IBM
Sony Electronics Intel
Toro MCI/WorldCom
Virgin Clothing Microsoft
Virgin Cola NASA Ames Research Center
Nokia
INDUSTRIAL Sega Entertainment
Ashlar SegaSoft
British Aerospace Sharp Electronics
J&W Telewest
Merck Sharp & Dohme Telia
Novartis
Shell Trading & Transport TRAVEL & LEISURE
Siemens Best Western International
Braathens
Finnair
First Hotels
RAC Motoring Services
SAS
Savoy
Star Alliance
Statens Jarnvagar
The Tote
</TABLE>

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<PAGE>

Razorfish has also created digital communications solutions for prestigious
cultural institutions including The Smithsonian Institution, Carnegie Hall, The
Whitney Museum and the Norwegian State Church (Norsk Kirkeiutlandet).

Razorfish believes that increased deregulation, consolidation and global
competition will lead companies in more industries to use digital
communications technology to differentiate their products and services.
Razorfish anticipates targeting those industries that it believes will most
effectively be able to use digital communications technologies to increase
sales, improve communications and create business identities.

Each of Razorfish's clients is generally charged for the time, materials and
expenses incurred on a particular project. However, the agreements entered into
in connection with a project are generally terminable by the client upon 30-
days' prior written notice. Razorfish cannot give any assurances that a client
will not terminate an engagement before its completion. If its clients
terminate existing agreements or if Razorfish is unable to enter into new
engagements, its business, financial condition and results of operations could
be materially and adversely affected.

On a pro forma basis assuming all of the 1998 and 1999 acquisitions had
occurred at the beginning of 1998, Charles Schwab would have accounted for
12.1% of revenues in 1998, and no client would have accounted for more than
10.0% of revenues in 1997. Charles Schwab accounted for approximately 27.1% of
Razorfish's actual revenues for 1998. Hagstromer and Qviberg accounted for
approximately 15.0% of Spray's actual revenues for 1998. Razorfish believes
that it will continue to derive a significant portion of its revenues from a
limited number of clients. The volume of work performed for these clients may
not be sustained from year to year, and there is a risk that these principal
clients may not retain Razorfish in the future. 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 affect on
Razorfish's business, financial condition and results of operations.

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 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 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."

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<PAGE>

The table below sets forth the ownership interests of Spray Ventures,
Communicade and Messrs. Dachis and Kanarick in Razorfish before and immediately
following the acquisition of Spray:

<TABLE>
<CAPTION>
Ownership interest (%)
-----------------------
Pre- Post-
acquisition acquisition
----------- -----------
<S> <C> <C>
Spray Ventures................................... -- % 40.0%
Communicade...................................... 36.8 30.3
Jeffrey A. Dachis................................ 25.0 11.6
Craig M. Kanarick................................ 25.0 11.6
</TABLE>

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 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 certain 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 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 shareholders retained a 49% interest in Tetre. Spray Ventures and the
Tetre shareholders entered into a shareholders agreement pursuant to which the
Tetre shareholders 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 equalled 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 shareholders agreement among Spray Ventures
and the former Tetre shareholders 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. For these reasons, Razorfish expects its
integration of Spray to be successful. In addition, Razorfish believes that the
combined strength of the companies and their common

49
<PAGE>

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

In order to acquire expertise in new technologies, gain access to
professionals and expand into new geographic regions, Razorfish has completed
six 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
in 1998.

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.

<tag> Media

Razorfish acquired substantially all of the assets of Los Angeles-based
<tag> Media in August 1998. <tag> 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. <tag> 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.

50
<PAGE>

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.

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.

51
<PAGE>

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. See "Risk Factors--We
compete in a new and highly competitive market that has low barriers to entry,"
"Risk Factors--We must maintain our reputation and expand our name recognition
to remain competitive" and "Business--Marketing and sales."

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 certain 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 servicemarks.

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. See "Risk Factors--Misappropriation
of our trademarks and other proprietary rights could harm our reputation,
affect our competitive position and cost us money" and "Risk Factors--Our
business is subject to U.S. and foreign government regulation of the Internet."

U.S. and foreign government regulation

Congress has recently passed legislation that regulates certain 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. In order to safeguard against the spread of certain 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 our business. In addition, our business may be
indirectly affected by our clients who may be subject to such legislation.
Increased regulation of the Internet

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<PAGE>

may decrease the growth in the use of the Internet, which could decrease the
demand for our services, increase our cost of doing business or otherwise have
a material adverse effect on our business, results of operations and financial
condition.

Employees

As of April 1, 1999, Razorfish had 414 full time employees, 168 of whom were
located in the United States and 246 of whom were located in Europe.
Razorfish's employees include 40 solutions managers (business, marketing and
branding strategists), 75 project managers, 112 developers, 98 designers, 17
sales and marketing personnel, 53 support staff (information services, human
resources, financial and legal personnel) and 19 executives (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 plans to
allocate a portion of the proceeds of the offering to expand programs for the
recruitment of qualified personnel. See "Use of Proceeds."

Razorfish's employees are not represented by any union and, except for
senior management and certain other employees, are retained on an at-will
basis. However, the regulations of certain European countries in which
Razorfish operates, including Sweden, may make it difficult for Razorfish to
terminate certain of those 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 15,000 square feet of office space. The leases for
this office space expire on December 31, 2001. Razorfish also leases office
space in Los Angeles, San Francisco, London, Stockholm, Oslo, Helsinki and
Hamburg.

Legal proceedings

Razorfish is not a party to any material legal proceedings.

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<PAGE>

MANAGEMENT

Directors and executive officers

Set forth below is certain information with respect to the directors and
executive officers of Razorfish.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
President, Chief Executive Officer, Treasurer
Jeffrey A. Dachis....... 32 and Director
Craig M. Kanarick....... 32 Chief Scientist, Vice Chairman of the Board,
Secretary and Director
Per I.G. Bystedt........ 34 Chairman of the Board and Director
Jonas S.A. Svensson..... 31 Vice Chairman of the Board, Executive Vice
President--Corporate Development and Director
Peter Seidler........... 40 Chief Creative Officer
Susan Black............. 32 Chief Financial Officer
Michael S. Simon........ 35 Executive Vice President--Business Affairs and
General Counsel
Executive Vice President--North American
Jean-Philippe Maheu..... 35 Operations
Thomas L. Randerz....... 42 Executive Vice President--European Operations
Evan Orensten........... 33 Executive Vice President--Global Intelligence
and Knowledge Management
Executive Vice President--Mergers and
Johan Ihrfelt........... 31 Acquisitions--Europe
Carter F. Bales......... 60 Director
Kjell A. Nordstrom...... 41 Director
John Wren............... 46 Director
</TABLE>

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." 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.

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." 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.

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 TV3
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

54
<PAGE>

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.

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.

Peter Seidler has been Chief Creative Officer of Razorfish since May 1998.
Mr. Seidler was Chief Creative Officer of Avalanche Solutions, a company that
he founded in connection with the acquisition by Razorfish of Avalanche
Systems' assets, from January 1998 to May 1998. From November 1994 until
January 1998, he was Chief Creative Officer and President of Avalanche Systems,
a strategic digital communications company that he founded. See "Business--
Other acquisitions." Mr. Seidler was also the founder and Creative Director of
Seidler Design Inc., a digital interface design company, from August 1993 until
November 1994. Mr. Seidler holds a B.A. degree from the City University of New
York and an M.F.A. degree in conceptual art from California Institute of the
Arts.

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.

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." Mr. Simon holds a B.A.
degree in American studies from Amherst College and a J.D. degree from Columbia
University.

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.

Thomas L. Randerz has served as Executive Vice President--European
Operations of Razorfish since the closing of the Spray acquisition in January
1999. Following Spray's merger with Tetre AB in June 1997, Mr. Randerz was
responsible for Spray's activities in the financial sector until September 1997
when he became Spray's Chief Operating Officer. He served in such position
until January 1999. Prior to joining Spray, Mr. Randerz was the Chief Executive
Officer of Tetre AB. From May 1987 to October 1995 he was a consultant

55
<PAGE>

and manager with Cap Gemini, an information technology consulting firm. Mr.
Randerz holds a degree in computer science and business administration from the
University of Stockholm.

Evan Orensten has served as Executive Vice President--Global Intelligence
and Knowledge Management of Razorfish since January 1999. From June 1997 to
January 1999, he was Managing Director of Razorfish's New York office. Mr.
Orensten served as a Vice President and Senior Interactive Strategist of Siegel
& Gale, a consulting firm, from January 1995 to May 1997. From April 1994 to
January 1995, Mr. Orensten was a Production Associate in the multimedia
department of Smith Barney Inc., and from January 1994 to April 1994, he was an
account executive of Interbrand, Inc., a consulting firm. Mr. Orensten holds an
A.B. degree in Asian studies from Vassar College and an M.B.A. degree in
international business from L'Ecole des Haute Etudes Commerciales.

Johan Ihrfelt, a co-founder of Spray, has served as Executive Vice
President--Mergers and Acquisitions--Europe of Razorfish since the closing of
the Spray acquisition in January 1999. He was the Chief Financial Officer and
Human Resources Manager of Spray, as well as a director, from August 1997 until
January 1999. Prior thereto, he served as Chief Executive Officer of Spray from
its incorporation in July 1995 until July 1997. From July 1994 until June 1995,
Mr. Ihrfelt was responsible for international operations at Interactive
Television AB, a member of the Kinnevik Group. He graduated from the Stockholm
School of Economics in June 1994.

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.

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.

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.

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 will terminate upon the
consummation of this offering.

In March 1999, Razorfish appointed Messrs. Bales and Nordstrom as
independent directors, and Razorfish also established an Audit Committee and a
Compensation Committee upon which both Messrs. Bales and Nordstrom serve.

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

56
<PAGE>

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. In addition, in
order to maintain listing on Nasdaq, Razorfish must maintain an audit committee
with a majority of its members who are "independent directors." Independent
directors are persons who are neither officers nor employees of Razorfish or
its subsidiaries or any other person who has a relationship which, in the
opinion of the Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.

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 will not receive a fee for attendance in person at meetings of the
Board of Directors or committees of the Board of Directors, but they will be
reimbursed for travel expenses and other out-of-pocket costs incurred in
connection with the attendance of meetings. Messrs. Bales and Nordstrom will
receive options to purchase shares of Common Stock upon the closing of this
offering. Certain of these options will vest 100% on the date of grant, and
each of Messrs. Bales and Nordstrom has 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 as to certain liabilities. Razorfish's Certificate
of Incorporation and By-laws provide for the indemnification of its directors
and officers to the fullest extent permitted by law. The effect of such
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.

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. Each of Messrs. Dachis and Kanarick is paid an
annual base salary of $104,000, 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 such executive
will no longer be responsible for his respective 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.

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 will 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 $145,000,
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.

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<PAGE>

These agreements contain customary provisions relating to assignment to
Razorfish of proprietary information developed during employment and the
protection of confidential information.

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, 1999 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 May 31, 1999 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.

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
such person's 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 two-year period prior to, termination of such
employee's employment and prospective clients to whom Razorfish has made a
presentation during the one-year period prior to such termination.

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>
Long-term compensation
Annual compensation awards
----------------------------------------------------
Name and principal position Salary Bonus Securities 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>

(footnotes on next page)

58
<PAGE>

- --------
(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 in order to satisfy
certain 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.

The amount of the bonus paid to each Named Executive Officer was partially
based upon the financial results of Razorfish during the first two quarters of
1998 and partially based on the decision of the Chief Executive Officer. An
additional bonus in the form of stock options under the 1997 Stock Option Plan
will be granted to each Named Executive Officer upon the completion of this
offering. Messrs. Seidler, Maheu and Orensten will be granted options to
purchase for 2,500, 5,000 and 5,000 shares of Common Stock, respectively,
exercisable at the price of the shares offered hereby.

Option grants in fiscal 1998

The following table sets forth information regarding stock options granted
pursuant to the 1997 Stock Option Plan during 1998 to each of the Named
Executive Officers.
<TABLE>
<CAPTION>
Potential realized
Individual Grants value at assumed
----------------------------------------------- annual rates of
Number of Percent of stock price
securities total options appreciation for
underlying granted to Exercise or option term
options employees in base price Expiration --------------------
Name granted 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 below the fair
market value of the Common Stock on the date of grant. This determination is
based on an independent third-party valuation of Razorfish's Common Stock.
Accordingly, Razorfish recorded a compensation charge of $1.8 million in 1998.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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 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.

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<PAGE>

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 Value of unexercised
underlying unexercised options in-the-money options at
at fiscal year-end fiscal year-end
Shares acquired Value ----------------------------------- -------------------------
Name on exercise 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>

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 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).

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 $11.00 (the
midpoint of the range disclosed on the cover of this prospectus) 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..................................... $166,670 $333,330
Craig M. Kanarick..................................... 166,670 333,330
Peter Seidler......................................... 13,456 --
Jean-Philippe Maheu................................... 95,970 525,250
Evan Orensten......................................... 83,340 500,000
</TABLE>

Employee benefit plans

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 (1) incentive stock options, (2) non-qualified
stock options (incentive and non-qualified stock options are collectively
referred to as "Options"), (3) restricted stock or (4) 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

60
<PAGE>

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.

Grants under the 1997 Stock Option Plan

Options. The Compensation Committee determines the terms and conditions of
each Option. The purchase price per share payable upon the exercise of an
Option (the "Option Exercise Price") is established by the Compensation
Committee, and, 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 such shares, as the Compensation Committee may
determine.

As of the date of this prospectus, there are Options outstanding to purchase
an aggregate of 647,995 shares of Common Stock of which 221,713 are currently
exercisable. In addition, Razorfish intends to grant all of the remaining
201,886 shares of Common Stock reserved for issuance under the 1997 Stock
Option Plan to some officers and employees concurrently with the consummation
of this offering. Of these Options, 533,664 were granted at an exercise price
less than the fair market value of the Common Stock on the date of grant and
114,331 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
$2.59 and 9 years, respectively.

Restricted stock. The Compensation Committee may grant restricted shares of
Common Stock to such Key Persons, in such amounts and subject to such terms and
conditions (which may depend on or be related to performance goals and other
conditions) as the Compensation Committee shall determine in its discretion.
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 such 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 pursuant to 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 certain 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 pursuant to the 1997
Stock Option Plan provide that: (1) upon 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 shall 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.

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<PAGE>

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 shall be forfeited to Razorfish,
and the rights of the holder with respect to such shares shall cease.

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 which (1)
increases the number of shares available for issuances (subject to certain
exceptions), (2) changes who is eligible to receive awards under the 1997 Stock
Option Plan or (3) 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
shall 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 shall 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 such 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 upon 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 such
compensation meets certain requirements. Although Razorfish believes that
compensation realized from options that have been granted under the 1997 Stock
Option Plan generally will satisfy the requirements of Section 162(m) of the
Code, there is no assurance that such awards will satisfy such requirements.
The deduction for compensation resulting from a restricted stock award will be
subject to the limitation imposed by Code Section 162(m).

62
<PAGE>

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 such Key Persons as the Compensation Committee
shall in its discretion select. Only employees of Razorfish are eligible to
receive grants of incentive stock options. Each award shall be evidenced by an
agreement (each an "Award Agreement") entered into by Razorfish and the
grantee. The Compensation Committee shall determine 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.

As of the date of this prospectus, no awards have been granted pursuant to
the 1999 Stock Incentive Plan; however, Razorfish intends to grant 430,500
options pursuant to the 1999 Stock Incentive Plan concurrently with the
consummation of this Offering.

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 Key Persons to whom awards will be granted, 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 purchase price per share payable upon the exercise of an Option
(the "Option Exercise Price") is established by the Compensation Committee,
and, in the case of an incentive stock option the Option Exercise Price must be

63
<PAGE>

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, 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 Key Person's employment 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; provided, however, that (1)
stockholders approval shall be obtained as required to comply with applicable
laws and (2) such amendment, suspension or termination shall not affect awards
that have been previously granted. Unless sooner terminated by the Board of
Directors, the provisions of the 1999 Stock Incentive Plan shall 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 shall 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 (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 (1) the exchange of awards for one or more other
types of awards by certain Key Persons and (2) the grant of certain types of
awards to one or more classes of Key Persons. 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 such awards will
result in ordinary income to the recipient and a deduction to Razorfish;
however, the amount and timing of such income and any such deduction will
depend on the time and conditions of the award.

Limitations on Razorfish's compensation deduction. Although it is
anticipated that certain 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 deductability imposed by Section 162(m) of the Code.

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<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 9, 1999 and as adjusted to reflect the
sale of the Common Stock offered hereby by (1) 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, (2) Razorfish's
directors and Named Executive Officers and (3) 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 deemed to be the beneficial owner of securities that can
be acquired within 60 days from the date of this 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 deemed outstanding for computing the ownership percentage of
the person holding such options, warrants or rights, but are not deemed
outstanding for computing the ownership percentage of any other person. The
amounts and percentages are based upon 21,087,875 shares of Common Stock
outstanding as of April 9, 1999, and 24,087,875 shares of Common Stock
outstanding as of the closing of this offering, respectively.

Spray Ventures, Communicade and Messrs. Dachis and Kanarick are parties to
the Stockholders Agreement. Because the Stockholders Agreement terminates on
the consummation of this offering, the shares owned by one party to the
Stockholders Agreement are not attributed to the beneficial ownership of the
other parties in this table.

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 Percentage owned
of Common Stock -----------------
beneficially owned
Name and address of prior to and after Prior to After
beneficial owners(1) offering offering offering
-------------------- ------------------ -------- --------
<S> <C> <C> <C>
Spray Ventures AB (2).................... 7,904,827 37.5% 32.8%
Nybrogatan 55
114 85 STOCKHOLM
Per I.G. Bystedt (2)(3)................ 7,904,827(4) 37.5 32.8
Jonas S.A. Svensson (2)(3)............. 7,904,827(4) 37.5 32.8
Omnicom Group, Inc. (5).................. 7,958,333(6) 37.7 33.0
c/o Communicade Inc.
437 Madison Avenue
New York, New York 10022
John Wren.............................. 7,958,333(7) 37.7 33.0
c/o Omnicom Group, Inc.
437 Madison Avenue
New York, New York 10022
Jeffrey A. Dachis........................ 2,326,130(8) 11.0 9.6
Craig M. Kanarick........................ 2,326,130(9) 11.0 9.6
Peter Seidler............................ 515,956(10) 2.4 2.1
Jean-Philippe Maheu...................... 47,931(11) * *
Evan Orensten............................ 46,668(12) * *
Carter F. Bales.......................... 7,000 * *
c/o The Wicks Group of Companies, L.L.C.
405 Park Avenue
New York, New York 10022
Kjell A. Nordstrom.......................
c/o Institute of International Business
Stockholm School of Economics
P.O. Box 6501
11383 Stockholm, Sweden
All directors and executive officers as a
group (14 persons)...................... 21,214,580(13) 99.7 88.0
</TABLE>

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- --------
* 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 certain of the shares of Razorfish Common Stock owned by Spray
Ventures to approximately 200 shareholders including Messrs. Bystedt,
Svensson, Ihrfelt and Randerz, officers of Razorfish. Each Spray Ventures'
shareholder received one warrant for each common share of Spray Ventures
owned by such shareholder. Each warrant gives the holder the right to
purchase four shares of Razorfish Common Stock at a per share purchase
price of SEK 64 ($7.70 based upon the April 9, 1999 exchange rate of SEK
8.2750=$1.00). The board of directors of Spray Ventures has issued an
aggregate of 481,483 warrants to purchase an aggregate of 1,925,932 shares
of Common Stock (or 8.0% of the outstanding shares of Razorfish Common
Stock after giving effect to this offering). 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 5,978,895 (24.8%), 5,979,009 (24.8%) and 5,929,093
(24.8%), respectively. Messrs. Bystedt, Svensson, Ihrfelt and Randerz, as
well as some of the other warrant holders, have agreed not to sell any
shares of Common Stock for 180 days following the closing of this offering
without the consent of Credit Suisse First Boston. As a result,
approximately 70% of the aggregate number of shares subject to exercise of
warrants will be held by individuals who are unable to sell the shares
acquired upon exercise of the warrants during the 180 day period following
the closing of this offering.
(3) The principal business address of Messrs. Bystedt and Svensson is c/o Spray
Network 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 shareholders 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 shareholder 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 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 Company's 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 13,456 shares of Common Stock subject to options that are
currently exercisable by Mr. Seidler and 2,500 shares of Common Stock
subject to options to be granted to Mr. Seidler concurrently with the
consummation of this offering and to be 100% vested on the date of grant.
(11) Includes 9,597 shares of Common Stock subject to options that are
currently exercisable by Mr. Maheu and 5,000 shares of Common Stock
subject to options to be granted to Mr. Maheu concurrently with the
consummation of this offering and to be 100% vested on the date of grant.
(12) Includes 8,334 shares of Common Stock that are currently exercisable by
Mr. Orensten and 5,000 shares of Common Stock subject to options to be
granted to Mr. Orensten concurrently with the consummation of this
offering and to be 100% vested on the date of grant.

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<PAGE>

(13) Includes (a) an aggregate of 113,106 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 April 9, 1999 and
32,500 shares to be granted to the directors and executive officers
concurrently with the consummation of this offering and to be 100% vested
on the date of grant, (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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<PAGE>

CERTAIN TRANSACTIONS

Transactions with Omnicom

In September 1996, Razorfish, Communicade (f/k/a 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 shareholder 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 terminates upon the closing of this offering. 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 borrowed under the working capital
line of credit in February 1999 with the proceeds from the exercise of the 10%
option by Communicade. 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 will terminate upon the closing of this offering.

As of the date of this prospectus, Razorfish has approximately $4.0 million
outstanding under the acquisition line of credit. Interest on any loan made
under the acquisition line of credit accrues at the same rate applicable to the
working capital line of credit and is payable quarterly on the outstanding
principal amount. The principal under any loan under the acquisition line of
credit is payable quarterly in equal installments over a seven-year period. The
unused portion of this line of credit will terminate upon the closing of this
offering, and all amounts outstanding under this line of credit must be repaid
as described in the previous sentence. The current interest rate is 5.93%. The
table below sets forth the amount borrowed for each acquisition of a "new
media" company that Razorfish funded with a loan from Communicade:

<TABLE>
<CAPTION>
Amount
Acquisition borrowed
----------- ----------
<S> <C>
Avalanche Systems........................... $1,000,000
CHBi........................................ 1,966,000
<tag> Media................................. 250,000
Plastic..................................... 525,000
----------
Total....................................... $3,741,000
==========
</TABLE>

See "Business--Other acquisitions" for a description of the acquisitions set
forth above.

Pursuant to the terms of the Stockholders Agreement, Communicade was granted
the 10% option. The purchase price per share upon exercise of the 10% option is
equal to 80% of the price per share to be sold in this offering. In February
1999, Communicade exercised the 10% option and purchased 1,976,810 shares of
Common Stock. The aggregate purchase price that Commmunicade paid for these
shares was $15.8 million. The purchase price paid by Communicade in connection
with the exercise of this option of $8.00 per share was based on an assumed
offering price of $10.00 per share. Razorfish has valued the option at the date
of exercise and has recorded additional purchase price for the Spray
acquisitions of $3,953,620 as a pro forma adjustment to goodwill. The purchase
price for these shares will be adjusted based on the actual offering price of
the shares offered hereby. At the closing of this offering, Communicade will
pay, or Razorfish will refund, the difference between the amount paid by
Communicade and the amount payable based on such actual offering price, as

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<PAGE>

applicable. Assuming that the actual offering price of the shares offered
hereby is $11.00 per share (the midpoint of the range disclosed on the cover of
this prospectus) the purchase price payable by Communicade will increase by
$1,581,448 to $17,395,928. See "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 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. 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 which are refunded by Razorfish Studios. As of December 31, 1998,
Razorfish Studios owed approximately $601,000 to Razorfish for certain 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 four employees. Such 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.

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<PAGE>

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.

Registration rights agreement

Razorfish and Communicade have entered into a registration rights agreement
pursuant to which, subject to certain limitations, Communicade has certain
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. See "Description of Capital Stock--Registration Rights."

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--Option grants in fiscal 1998."

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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<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

Razorfish's 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 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 By-laws, which have been filed as exhibits to the
Registration Statement of which this prospectus is a part.

Common stock

Class A Common Stock

Following this offering, 24,087,875 shares of Common Stock will be
outstanding or 24,537,875 shares if the underwriters exercise their over-
allotment option in full. As of April 1, 1999, there were 16 holders of the
Company's Common Stock. 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. See "Dividend
Policy."

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 to be sold by
Razorfish in this offering when they are paid for will 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.

Preferred stock

Pursuant to the 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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<PAGE>

Registration rights

In March 1999, Razorfish entered into a registration rights agreement with
Communicade pursuant to which Razorfish granted Communicade certain rights with
respect to the registration under the Securities Act of the shares of Common
Stock owned by Communicade. Subject to certain limitations and exclusions,
during the period commencing on the one year anniversary of the closing of this
offering and ending on the fifth anniversary thereof, Communicade will have
five "demand" registration rights to require Razorfish to effect the
registration of the its shares of Common Stock. In addition, at any time during
the period commencing on February 3, 2000 and ending on the fifth anniversary
of the closing date of this offering (the "Registration Rights Period"),
Communicade has unlimited "piggyback" registration rights to have its shares of
Common Stock registered under the Securities Act. The registration rights
agreement provides that, during the Registration Rights Period, whenever
Razorfish proposes to register shares of its Common Stock under the Securities
Act (other than in connection with this Registration Statement and certain
other exceptions), then Communicade will have the right, subject to certain
restrictions, to request that Razorfish register its shares of Common Stock in
connection with such registration. The inclusion of Communicade's shares in any
registration effected by Razorfish will be subject to the right of the managing
underwriter, if any, to reduce or exclude those Shares. Communicade will pay
for all expenses incurred in connection with a demand registration and for
incremental expenses in connection with piggyback registration rights,
including underwriting discounts and commissions attributable to the shares of
Common Stock sold by Communicade for both types of registrations.

Limitation on directors' liabilities

Razorfish's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware law, the personal liability of directors and officers for
monetary damages for breach of their fiduciary duties as directors and
officers, except for liability:

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

. for 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, which concerns
unlawful payments of dividends, stock purchases or redemptions or

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

Razorfish may obtain standard policies of insurance under which coverage
would be provided to its directors and officers against loss arising from
claims of breach of duty or other wrongful act. This insurance would also
provide coverage to Razorfish with respect to payments which may be made by
Razorfish to such officers and directors pursuant to the above indemnification
provision or otherwise as a matter of law.

Anti-takeover effects of provisions of Razorfish's By-laws

Razorfish's By-laws provide that the number of directors may be changed by
an amendment to the By-laws adopted by the Board of Directors or by the holders
of a majority of Razorfish's outstanding voting stock. Vacancies on the Board
of Directors may be filled by the holders of a majority of directors in office
even if such members constitute less than a quorum.

Razorfish's By-laws also provide that special meetings of the stockholders
may be called only by the Chairman of the Board, the Chief Executive Officer,
the President or a majority of the Board of Directors. Razorfish's By-laws also
require advance written notice of a proposal or directors nomination which a
stockholder desires to present at an annual meeting of stockholders.
Razorfish's Secretary must receive the notice from the stockholder not less
than 45 days nor more than 75 days prior to the date on which Razorfish mails
the proxy materials for the previous year's annual meeting.

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<PAGE>

Razorfish's Certificate of Incorporation does not include a provision for
cumulative voting in the election of directors. Under cumulative voting, a
minority stockholder holding a sufficient number of shares may be able to
ensure the election of one or more directors. The absence of cumulative voting
may have the effect of limiting the ability of minority stockholders to affect
changes in Board of Directors and, as a result, may have the effect of
deterring a hostile takeover or delaying or preventing changes in control or
management of Razorfish.

Anti-takeover effects of Delaware law

Razorfish's Certificate of Incorporation contains a provision electing not
to be governed by Section 203. In general, Section 203 of the Delaware General
Corporation Law prohibits a publicly held Delaware corporation from engaging in
a broad range of "business combinations" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved
in a prescribed manner. A "business combination" includes a merger, asset sale
or other transaction resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns or, in certain cases, within three years prior,
did own, 15% or more of the corporation's voting stock. As a result of the
Razorfish's election not to be governed by Section 203, Razorfish may engage in
certain transactions with interested parties that change the control of
Razorfish without satisfying the waiting periods presented by the statute.

Transfer agent and registrar

The Transfer Agent and Registrar for the Common Stock is American Stock &
Transfer Co.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of this offering, 24,087,875 shares of Common Stock will
be outstanding or 24,537,875 shares if the underwriters exercise their over-
allotment option in full. Of these shares, the 3,450,000 shares of Common
Stock, assuming the underwriters exercise their over-allotment option in full,
sold in this offering will be freely tradable without restriction or further
registration under the Securities Act, unless held by an "affiliate" of
Razorfish (a "Razorfish Affiliate") as that term is defined in Rule 144. All of
the shares of Common Stock outstanding prior to this offering are "restricted
securities," as such term is defined under Rule 144. These shares are
restricted securities because they were issued in private transactions not
involving a public offering and may not be sold in the absence of registration
other than in accordance with Rule 144 or Rule 701 promulgated under the
Securities Act or another exemption from registration. This prospectus may not
be used in connection with any resale of shares of Common Stock acquired in
this offering by Razorfish Affiliates.

Each of Razorfish, its directors and executive officers and its existing
stockholders has agreed not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of Razorfish Common Stock or securities convertible into or
exchangeable or exercisable for any shares of Common Stock of Razorfish without
the prior written consent of Credit Suisse First Boston Corporation for a
period of 180 days after the date of this prospectus. The restrictions set
forth in the previous sentence do not apply to grants of employee stock options
pursuant to the terms of Razorfish's stock option plans, issuances of
securities pursuant to the exercise of such options outstanding on the date
hereof or the exercise of any other stock options outstanding on the date
hereof. The foregoing restrictions will also not apply to shares received upon
the exercise of certain warrants by those warrantholders who are not directors,
executive officers or existing stockholders of Razorfish.
In general, under Rule 144 as currently in effect, if a minimum of one year
has elapsed since the later of the date of acquisition of the restricted
securities from the issuer or from an affiliate of the issuer, a person (or
persons whose shares of Common Stock are aggregated), including persons who may
be deemed Razorfish Affiliates, would be entitled to sell within any three-
month period a number of shares of Common Stock that does not exceed the
greater of

(1) one percent of the then-outstanding shares of Common Stock, which
equals approximately 240,879 shares immediately after this offering, or

(2) the average weekly trading volume during the four calendar weeks
preceding the date on which notice of the sale is filed with the
Securities and Exchange Commission.

Sales under Rule 144 are also subject to certain restrictions as to the
manner of sale, notice requirements and the availability of current public
information about Razorfish. In addition, under Rule 144(k), if a period of at
least two years has elapsed since the later of the date restricted securities
were acquired from Razorfish or the date they were acquired from a Razorfish
Affiliate, a stockholder who is not a Razorfish Affiliate at the time of sale
and who has not been a Razorfish Affiliate for at least three months prior to
the sale would be entitled to sell shares of Common Stock in the public market
immediately without compliance with the foregoing requirements under Rule 144.
Rule 144 does not require the same person to have held the securities for the
applicable periods. The foregoing summary of Rule 144 is not intended to be a
complete description thereof.

In addition, any employee, director or officer of, or consultant to
Razorfish who acquired shares pursuant to a written compensatory plan or
contract may be entitled to rely on the resale provisions of Rule 701 of the
Securities Act, which permits non-affiliates to sell their Rule 701 shares
without having to comply with the public information, holding period, volume
limitation or notice provisions of Rule 144, and permits Razorfish Affiliates
to sell their Rule 701 shares without having to comply with the holding period
restrictions of Rule 144, in each case, commencing 90 days after the date of
this prospectus.

74
<PAGE>

Immediately following the offering, none of the 21,087,875 "restricted
securities" will be available for immediate sale in the public market pursuant
to Rule 144(k). Beginning 90 days after the date of this prospectus, and
without consideration of the contractual restrictions described above, 647,995
shares either issued under the 1997 Stock Option Plan or acquired upon exercise
of options issued under the 1997 Stock Option Plan will be outstanding and
eligible for sale in reliance upon Rule 701. Additional shares may be available
if options are exercised in the 180-day period following the date of this
prospectus.

Following this offering, Razorfish intends to file a registration statement
on Form S-8 under the Securities Act to register (1) 1,172,548 shares of Common
Stock reserved or to be available for issuance pursuant to the 1997 Stock
Option Plan and (2) 922,327 shares of Common Stock reserved or to be available
for issuance pursuant to the 1999 Stock Incentive Plan. Shares of Common Stock
issued pursuant to the 1997 Stock Option Plan and the 1999 Stock Incentive Plan
generally will be available for sale in the open market by holders who are not
Razorfish Affiliates and, subject to the volume and other applicable
limitations of Rule 144, by holders who are Razorfish Affiliates, unless such
shares are subject to vesting restrictions or the contractual restrictions
described above.

Prior to this offering, there has been no public market for the Common
Stock. No information is currently available and Razorfish cannot predict the
timing or amount of future sales of shares, or the effect, if any, that future
sales of shares, or the availability of shares for future sale, will have on
the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of the Common Stock (including shares issuable upon the
exercise of stock options) in the public market after the lapse of the
restrictions described above, or the perception that such sales may occur,
could materially adversely affect the prevailing market prices for the Common
Stock and the ability of Razorfish to raise equity capital in the future. See
"Risk Factors--The volume of trading and price of our Common Stock could
fluctuate significantly, which could adversely affect our stock price" and
"Risk Factors--The sale of a substantial number of shares of our Common Stock
in the public market could adversely affect the market price, which could
negatively impact your investment in us."

75
<PAGE>

UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

The following is a general discussion of the material United States federal
income and estate tax consequences of the ownership and disposition of the
Common Stock applicable to Non-United States Holders of such Common Stock. For
the purpose of this discussion, a "Non-United States Holder" is any holder that
for United States federal income tax purposes is not a "United States person"
(as defined below). This discussion does not address all aspects of United
States federal income and estate taxation that may be relevant in light of such
Non-United States Holder's particular facts and circumstances (such as being a
U.S. expatriate) and does not address any tax consequences arising under the
laws of any state, local or non-United States taxing jurisdiction. Furthermore,
the following discussion is based on current provisions of the Code and
administrative and judicial interpretations thereof, all as in effect on the
date hereof, and all of which are subject to change, possibly with retroactive
effect. Razorfish has not and will not seek a ruling from the Internal Revenue
Service ("IRS") with respect to the United States federal income and estate tax
consequences described below, and as a result, there can be no assurance that
the IRS will not disagree with or challenge any of the conclusions set forth in
this discussion. For purposes of this discussion, the term "United States
person" means: (i) a citizen or resident of the United States; (ii) a
corporation, partnership, or association or other legal entity taxable as a
corporation created or organized in the United States or under the laws of the
United States or of any political subdivision thereof; (iii) an estate whose
income is included in gross income for United States federal income tax
purposes regardless of its source; or (iv) a trust whose administration is
subject to the primary supervision of a United States court and which has one
or more United States persons who have the authority to control all substantial
decisions of the trust.

Dividends

Razorfish has never paid, and does not anticipate that it will pay, cash
dividends on its Common Stock. Should Razorfish ever pay a cash dividend, any
dividend paid to a Non-United States Holder of Common Stock generally would be
subject to United States withholding tax at the then-effective U.S. withholding
tax rate (currently 30% of the gross amount of the dividend) or such lower rate
as may be specified by an applicable tax treaty. Dividends received by a Non-
United States Holder that are effectively connected with a United States trade
or business conducted by such Non-United States Holder would be exempt from
such withholding tax. However, such effectively connected dividends, net of
certain deductions and credits, would be taxed at the same graduated rates that
apply to United States persons.

Dividends may be subject to backup withholding at the rate of 31% unless the
Non-United States Holder certifies to certain required information in
accordance with United States Treasury Regulations applicable to withholding
and information reporting.

Generally, Razorfish must report annually to the IRS the amount of dividends
paid, the name and address of the recipient, and the amount, if any, of tax
withheld. A similar report is sent to the holder. Pursuant to tax treaties or
other agreements, the IRS may make such reports available to tax authorities in
the recipient's country of residence.

Gain on Disposition of Common Stock

A Non-United States Holder generally will not be subject to United States
federal income tax on any gain realized upon the sale or other disposition of
his Common Stock unless: (i) such gain is effectively connected with a United
States trade or business of the Non-United States Holder (all or a portion of
which gain, in the case of a corporate Non-United States Holder, may be subject
to the branch profits tax at the rate of 30% (or lower treaty rate, if
applicable)); (ii) the Non-United States Holder is an individual who holds such
Common Stock as a capital asset (within the meaning of Section 1221 of the
Code) and who is present in the United States for a period or periods
aggregating 183 days or more during the taxable year in which such sale or
disposition occurs and certain other conditions are met; or (iii) Razorfish is
or has been a "United States real property holding corporation" for federal
income tax purposes at any time within the shorter of the five-year

76
<PAGE>

period preceding such disposition or such Holder's holding period. Razorfish
has determined that it is not and does not believe that it is likely to become
a "United States real property holding corporation" for United States federal
income tax purposes. However, no assurance can be provided that Razorfish will
not become a United States real property holding corporation. If Razorfish were
to become a United States real property holding corporation, gains realized by
a Non-United States Holder which did not directly or indirectly own more than
5% of the Razorfish Common Stock at any time during the shorter of the five-
year period preceding such disposition or such Holder's holding period
generally would not be subject to United States federal income tax as a result
of the status of Razorfish as a United States real property holding
corporation, provided that the Common Stock was regularly traded on an
established securities market.

The payment of the proceeds of a sale of Common Stock to or through the
United States office of a broker is currently subject to both information
reporting and backup withholding at the rate of 31% unless the Non-United
States Holder certifies its non-United States status under penalties of perjury
or otherwise establishes an exemption. Generally, the payment of the proceeds
of a disposition by a Non-United States Holder of Common Stock outside the
United States to or through a foreign office of a broker will not be subject to
backup withholding. However, such payments will be subject to information
reporting if the broker is: (i) a United States person; (ii) a "controlled
foreign corporation" for United States tax purposes; (iii) a foreign person 50%
or more of whose gross income for certain periods is derived from the conduct
of a trade or business in the United States unless, in each of the foregoing
cases, such broker has documentary evidence in its files of the Holder's non-
United States status and certain conditions are met or the Holder otherwise
establishes an exemption; or (iv) with respect to payments made after December
31, 1999, a foreign partnership, if at any time during its taxable year, one or
more of its partners are United States persons, as defined in US Treasury
Regulations, who in the aggregate hold more than 50% of the income or capital
interest in the partnership or if, at any time during its taxable year, such
foreign partnership is engaged in a United States trade or business, unless the
Non-United States Holder establishes an exemption in accordance with recently
finalized regulations regarding withholding and information reporting (the
"Final Regulations"), which will generally be effective for payments made after
December 31, 1999.

The Final Regulations unify current certification procedures and forms and
clarify reliance standards. Except as noted above with respect to foreign
brokers that are partnerships, the Final Regulations generally do not
significantly alter the substantive withholding and information reporting
requirements but do alter the procedures for claiming the benefits of an income
tax treaty and change the certification procedures relating to the receipt by
intermediaries of payments on behalf of the beneficial owner of shares of
Common Stock. Non-United States Holders should consult their own tax advisors
regarding the effect, if any, of the Final Regulations.

Backup withholding, if applied, is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained, provided that the required information is furnished to
the IRS.

Estate Tax

Common Stock owned or treated as owned at the time of death by an individual
who is not a citizen or resident of the United States for federal estate tax
purposes will be included in such individual's estate for United States federal
estate tax purposes, unless an applicable estate tax treaty applies other
rules, and as a result may be subject to United States federal estate tax.

THE FOREGOING DISCUSSION IS A SUMMARY OF THE PRINCIPAL FEDERAL INCOME AND
ESTATE TAX CONSEQUENCES OF THE OWNERSHIP, SALE OR OTHER DISPOSITION OF
RAZORFISH COMMON STOCK BY NON-UNITED STATES HOLDERS. ACCORDINGLY, INVESTORS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE INCOME TAX
CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF COMMON STOCK, INCLUDING THE
APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN TO OTHER TAXING
JURISDICTION.

77
<PAGE>

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement, dated , 1999, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, BancBoston Robertson
Stephens Inc., BT Alex. Brown Incorporated and Lehman Brothers Inc., are
acting as representatives, the following respective numbers of shares of
Common Stock:

<TABLE>
<CAPTION>
Number
Underwriters of shares
------------ ---------
<S> <C>
Credit Suisse First Boston Corporation.............................
BancBoston Robertson Stephens Inc. ................................
BT Alex. Brown Incorporated........................................
Lehman Brothers Inc. ..............................................
---------
Total.......................................................... 3,000,000
=========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of Common Stock offered in this offering if any are
purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults the purchase commitments of non-defaulting underwriters
may be increased or this offering of the Common Stock may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to 450,000 additional shares of Common Stock at the initial
public offering price less the underwriting discounts and commissions. This
option may be exercised only to cover over-allotments of Common Stock.

The underwriters propose to offer the Common Stock initially at the public
offering price on the cover page of this prospectus and to selling group
members at that price less a concession of $ per share. The underwriters and
the selling group members may allow a discount of $ per share on sales to
other broker/dealers. After the initial public offering, the public offering
price and concession and discount to dealers may be changed by the
representatives.

The following table summarizes the discounts and commissions and estimated
expenses that we will pay.

<TABLE>
<CAPTION>
Total
-----------------------------
Without With
Per share over-allotment over-allotment
--------- -------------- --------------
<S> <C> <C> <C>
Underwriting discounts and commissions
paid by us........................... $ $ $
Expenses payable by us................ $ $ $
</TABLE>

The underwriters have informed us that they do not expect discretionary
sales to exceed 10% of the Common Stock being offered.

We, our officers and directors and some of our existing stockholders have
agreed not to offer, sell, contract to sell, announce their intention to sell,
pledge or otherwise dispose of, directly or indirectly, or file with the
Securities and Exchange Commission a registration statement under the
Securities Act relating to, any additional shares of our Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
our Common Stock without the prior written consent of Credit Suisse First
Boston Corporation for a period of 180 days after the date of this prospectus,
except in our case for grants of employee stock options pursuant to the terms
of a plan in effect on the date hereof, issuances of securities pursuant to
the exercise of employee stock options outstanding on the date hereof or the
exercise of any other stock options outstanding on the date hereof.

78
<PAGE>

The underwriters have reserved for sale, at the initial offering price, up
to 300,000 shares of Common Stock for employees and certain other persons
associated with Razorfish who have expressed an interest in purchasing Common
Stock in this offering. The number of shares of Common Stock available for sale
to the general public in this offering will be reduced to the extent these
persons purchase the reserved shares. Any reserved shares not so purchased will
be offered by the underwriters to the general public on the same terms as the
other shares.

We have agreed to indemnify the underwriters against certain liabilities,
including civil liabilities under the Securities Act, or to contribute to
payments which the underwriters may be required to make in respect thereof.

We have applied to list the shares of Common Stock on The Nasdaq National
Market under the symbol "RAZF."

Prior to the offering, there has been no public market for the Common Stock.
The initial public offering price for the Common Stock will be determined by
negotiation between us and the representatives, and does not reflect the market
price for the Common Stock following the offering. Among the principal factors
considered in determining the initial public offering price will be:

. the information set forth in this prospectus and otherwise available to
the representatives;

. market conditions for initial public offerings;

. the history of and prospects for the industry in which we will compete;

. our past and present operations;

. our past and present earnings and current financial position;

. the ability of our management;

. our prospects for future earnings;

. the present state of our development and our current financial condition;

. the recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies;

. the general condition of the securities markets at the time of this
offering; and

. other relevant factors.

We can offer no assurances that the initial public offering price will
correspond to the price at which the Common Stock will trade in the public
market subsequent to the offering or that an active trading market for the
Common Stock will develop and continue after the offering.

The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of 1934. Over-allotment involves syndicate
sales in excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase shares of the Common Stock so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the Common Stock originally sold by
such syndicate member is purchased in a syndicate covering transaction to cover
syndicate short positions.

Such stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the Common Stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The Nasdaq Stock Market's National Market or otherwise and, if
commenced, may be discontinued at any time.

79
<PAGE>

NOTICE TO CANADIAN RESIDENTS

Resale restrictions

The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of Common Stock are effected. Accordingly, any resale of the Common
Stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the Common Stock.

Representations of purchasers

Each purchaser of Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom such
purchase confirmation is received that (1) such purchaser is entitled under
applicable provincial securities laws to purchase such Common Stock without the
benefit of a prospectus qualified under such securities laws, (2) where
required by law, that such purchaser is purchasing as principal and not as
agent and (3) such purchaser has reviewed the text above under "Resale
Restrictions."

Rights of action (Ontario purchasers)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Section 32 of the Regulation under the Ontario securities law. As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.

Enforcement of legal rights

All of the issuer's directors and officers, as well as the experts named
herein, may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such persons
in Canada or to enforce a judgment obtained in Canadian courts against such
issuer or persons outside of Canada.

Notice to British Columbia residents

A purchaser of Common Stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Common Stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of Common Stock acquired on the same date and under
the same prospectus exemption.

Taxation and eligibility for investment

Canadian purchasers of Common Stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the Common
Stock in their particular circumstances and with respect to the eligibility of
the Common Stock for investment by the purchaser under relevant Canadian
legislation.

80
<PAGE>

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for
Razorfish by Morrison & Foerster LLP, New York, New York. The underwriters have
been represented by Cravath, Swaine & Moore, New York, New York.

EXPERTS

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.

81
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

Razorfish has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 with respect to the Common Stock being
offered by this prospectus. This prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to Razorfish and the
shares of Common Stock offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto. Statements contained
in this prospectus as to the contents of any contract or other document
referred to herein are not necessarily complete and, where such contract is an
exhibit to the Registration Statement, each such statement is qualified in all
respects by the provisions of such exhibit, to which such reference is hereby
made. Copies of the Registration Statement, including the exhibits and
schedules thereto, may be examined without charge at the Public Reference Room
of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at the Commission's regional offices located at 500 West Madison
Street, Suite 1400, Chicago, IL 60661, and Seven World Trade Center, 13th
Floor, New York, NY 10048 or on the Internet at http://www.sec.gov. Copies of
all or a portion of the Registration Statement can be obtained from the Public
Reference Room of the Securities and Exchange Commission upon payment of
prescribed fees, and information on the operation of the Public Reference Room
may be obtained by calling the Commission at (800) SEC-0330.

As a result of this offering, Razorfish will become subject to the
information and reporting requirements of the Exchange Act and, in accordance
therewith, will file periodic reports, proxy statements and other information
with the Securities and Exchange Commission. Upon approval of the Common Stock
for listing on Nasdaq, such reports, proxy and information statements and other
information may also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.

82
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
RAZORFISH, INC. AND SUBSIDIARIES
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998.............. F-3
Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998...................................................... F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1996, 1997 and 1998......................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998...................................................... F-6
Notes to Consolidated Financial Statements................................ F-7

SPRAY NETWORK AB AND SUBSIDIARIES
Report of Independent Public Accountants.................................. F-24
Consolidated Balance Sheets as of December 31, 1997 and 1998.............. F-25
Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998...................................................... F-26
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1996, 1997 and 1998......................................... F-27
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998...................................................... F-28
Notes to Consolidated Financial Statements................................ F-29

SPRAY VENTURES AB AND SUBSIDIARIES
Report of Independent Public Accountants.................................. F-39
Consolidated Balance Sheets as of December 31, 1996 and at August 31,
1997..................................................................... F-40
Consolidated Statements of Operations for the years ended December 31,
1996 and the eight months ended August 31, 1997.......................... F-41
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1996 and the eight months ended August 31, 1997............. F-42
Consolidated Statements of Cash Flows for the years ended December 31,
1996 and the eight months ended August 31, 1997.......................... F-43
Notes to Consolidated Financial Statements................................ F-44

AVALANCHE SYSTEMS, INC.
Report of Independent Public Accountants.................................. F-50
Independent Auditors' Report.............................................. F-51
Statements of Operations for the years ended December 31, 1996 and 1997... F-52
Statements of Stockholders' Equity (Deficit) for the years ended December
31, 1996 and 1997........................................................ F-53
Statements of Cash Flows for the years ended December 31, 1996 and 1997... F-54
Notes to Financial Statements............................................. F-55
</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

<TABLE>
<CAPTION>
December 31,
----------------------
1997 1998
---------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................. $1,176,076 $ 598,720
Accounts receivable, net of allowance for doubtful
accounts of $0 and $50,000, respectively............. 1,304,420 2,373,006
Unbilled charges...................................... 371,692 1,326,905
Prepaid expenses and other current assets............. 309,962 572,700
Deferred tax assets................................... 381,846 102,128
Due from affiliate.................................... -- 601,089
---------- -----------
Total current assets................................ 3,543,996 5,574,548
PROPERTY AND EQUIPMENT, net of accumulated depreciation
and amortization of $136,608 and $472,410,
respectively........................................... 617,560 1,185,544
INTANGIBLES, net of accumulated amortization of
$106,634............................................... -- 3,454,582
DEFERRED TAX ASSETS..................................... 35,993 620,275
DEFERRED REGISTRATION COSTS............................. -- 564,165
OTHER ASSETS............................................ 68,961 686,369
---------- -----------
Total assets........................................ $4,266,510 $12,085,483
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Due to Omnicom Group, Inc............................. $1,805,000 $ 1,782,380
Due to related party.................................. -- 500,000
Accounts payable and accrued expenses................. 270,032 1,791,417
Income taxes payable.................................. 42,217 206,024
Deferred rent......................................... 39,970 58,158
Advanced billings..................................... 455,096 345,031
Current portion of capital lease obligations.......... 71,803 47,107
Deferred tax liabilities.............................. 848,421 1,395,884
---------- -----------
Total current liabilities........................... 3,532,539 6,126,001
LONG-TERM DEBT.......................................... -- 3,206,506
CAPITAL LEASE OBLIGATIONS............................... 76,662 5,671
OTHER LIABILITIES....................................... -- 18,655
---------- -----------
Total liabilities................................... 3,609,201 9,356,833
---------- -----------
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 and 9,223,821 shares issued and outstanding
at December 31, 1997 and 1998, respectively.......... 91,568 92,238
Class B, $.01 par value, 50 shares authorized; no
shares issued or outstanding......................... -- --
Additional paid-in capital............................ 342,251 2,410,121
Cumulative foreign currency translation adjustments... -- 3,860
Retained earnings..................................... 223,490 222,431
---------- -----------
Total stockholders' equity.......................... 657,309 2,728,650
---------- -----------
Total liabilities and stockholders' equity.......... $4,266,510 $12,085,483
========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Year Ended
December 31,
-----------------------------------
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
REVENUES.................................. $1,218,136 $3,617,688 $13,843,289
DIRECT SALARIES AND COSTS................. 895,220 1,906,111 7,769,752
---------- ---------- -----------
Gross profit............................ 322,916 1,711,577 6,073,537
SALES AND MARKETING....................... 128,959 174,550 438,204
GENERAL AND ADMINISTRATIVE................ 500,063 876,567 2,897,064
AMORTIZATION OF GOODWILL.................. -- -- 106,634
NON-CASH COMPENSATION EXPENSE............. -- 78,819 1,936,539
---------- ---------- -----------
Income (loss) from operations........... (306,106) 581,641 695,096
INTEREST EXPENSE, NET..................... 5,161 19,489 241,342
---------- ---------- -----------
Income (loss) before income taxes....... (311,267) 562,152 453,754
PROVISION (BENEFIT) FOR INCOME TAXES...... (56,801) 264,963 454,813
---------- ---------- -----------
Net income (loss)....................... $ (254,466) $ 297,189 $ (1,059)
========== ========== ===========
PER SHARE INFORMATION:
Net income (loss) per share--
Basic................................. $ (0.03) $ 0.03 $ (0.00)
========== ========== ===========
Diluted............................... $ (0.03) $ 0.03 $ (0.00)
========== ========== ===========
Weighted average common shares
outstanding--
Basic................................. 9,090,906 9,156,819 9,223,821
========== ========== ===========
Diluted............................... 9,537,607 9,886,241 9,670,522
========== ========== ===========
PRO FORMA NET INCOME (LOSS) DATA
(Unaudited)
Net income (loss) before provision
(benefit) for income taxes............. $ (311,267) $ 562,152 $ 453,754
Pro forma income tax provision (benefit)
(actual for December 31, 1997 and 1998)
....................................... (133,845) 264,963 454,813
---------- ---------- -----------
Pro forma net income (loss)............. $ (177,422) $ 297,189 $ (1,059)
========== ========== ===========
</TABLE>

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

F-4
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Cumulative
Common Stock Treasury Stock Additional Foreign Retained Total
----------------- ------------------- Paid-in Currency Earnings Stockholders'
Shares Amount Shares Amount Capital Translation (Deficit) Equity
--------- ------- --------- -------- ---------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1,
1996................... 9,090,906 $90,909 -- $ -- $ (90,909) $ -- $ 35,767 $ 35,767
Capital contribution... -- -- -- -- 500,000 -- -- 500,000
S-corporation
termination........... -- -- -- -- (145,000) -- 145,000 --
Net loss............... -- -- -- -- -- -- (254,466) (254,466)
--------- ------- --------- -------- ---------- ------ -------- ----------
BALANCE, December 31,
1996................... 9,090,906 90,909 -- -- 264,091 -- (73,699) 281,301
Common stock issued to
employees............. 65,913 659 -- -- 12,825 -- -- 13,484
Common stock option
compensation.......... -- -- -- -- 65,335 -- -- 65,335
Net income............. -- -- -- -- -- -- 297,189 297,189
--------- ------- --------- -------- ---------- ------ -------- ----------
BALANCE, December 31,
1997................... 9,156,819 91,568 342,251 -- 223,490 657,309
Purchase of treasury
stock................. -- -- 500,000 (500,000) -- -- -- (500,000)
Common stock issued to
employees............. 67,002 670 (500,000) 500,000 66,331 -- -- 567,001
Common stock option
compensation.......... -- -- -- -- 1,936,539 -- -- 1,936,539
Foreign currency
translation
adjustment............ -- -- -- -- -- 3,860 -- 3,860
Capital contribution... -- -- -- -- 65,000 -- -- 65,000
Net loss............... -- -- -- -- -- -- (1,059) (1,059)
--------- ------- --------- -------- ---------- ------ -------- ----------
BALANCE, December 31,
1998................... 9,223,821 $92,238 -- $ -- $2,410,121 $3,860 $222,431 $2,728,650
========= ======= ========= ======== ========== ====== ======== ==========
</TABLE>

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

F-5
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years
Ended December 31,
-----------------------------------
1996 1997 1998
--------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................ $(254,466) $ 297,189 $ (1,059)
Adjustments to reconcile net income
(loss) to net cash (used in) provided by
operating activities--
Allowance for doubtful accounts.......... -- -- 50,000
Depreciation and amortization............ 26,812 107,261 442,436
Non-cash common stock option
compensation............................ -- 78,819 1,936,539
Non-cash capital contribution............ -- -- 65,000
Increase in deferred tax assets.......... (64,265) (348,846) (304,564)
Decrease (increase) in accounts
receivable.............................. 50,404 (1,257,482) (332,131)
Increase in unbilled charges............. -- (371,692) (955,213)
Increase in prepaid expenses and other
current assets.......................... (105,999) (203,963) (262,738)
Increase in due from affiliate........... -- -- (601,089)
Increase in other assets................. (29,145) (40,316) (188,423)
Increase in accounts payable and accrued
expenses................................ 79,678 143,033 1,070,568
Increase (decrease) in advanced
billings................................ -- 455,096 (110,065)
Increase in deferred tax liabilities..... 42,840 795,634 547,463
Increase (decrease) in income taxes
payable................................. 31,399 (1,229) 163,807
Increase in deferred rent................ -- 39,970 18,188
Increase in other liabilities............ -- -- 18,655
Increase in due to related party......... -- -- 500,000
--------- ----------- -----------
Net cash (used in) provided by operating
activities............................. (222,742) (306,526) 2,057,374
--------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..................... (189,356) (316,043) (675,907)
Acquisitions of subsidiaries, net of cash
acquired................................ -- -- (4,553,718)
--------- ----------- -----------
Net cash used in investing activities... (189,356) (316,043) (5,229,625)
--------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred registration costs.............. -- -- (564,165)
Payments under capital lease
obligations............................. (25,278) (68,979) (95,687)
Proceeds from capital contribution....... 500,000 -- --
Proceeds from exercise of stock options.. -- -- 567,001
Net borrowings under lines of credit
options................................. -- 1,805,000 3,183,886
Purchase of treasury stock............... -- -- (500,000)
--------- ----------- -----------
Net cash provided by financing
activities............................. 474,722 1,736,021 2,591,035
--------- ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS..................... -- -- 3,860
--------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents............................ 62,624 1,113,452 (577,356)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD................................... -- 62,624 1,176,076
--------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.. $ 62,624 $ 1,176,076 $ 598,720
========= =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for--
Income taxes paid........................ $ -- $ -- $ --
Interest paid............................ 5,161 17,775 7,442
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING ACTIVITIES:
Equipment acquired under capital leases.. 95,598 126,901 --
</TABLE>

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

F-6
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Razorfish, Inc. ("Razorfish"), together with its wholly owned subsidiaries
(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 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, 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. In order to service its global clients, Razorfish has completed six
acquisitions since its inception in 1995, and 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 Razorfish 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, CHBi Razorfish Ltd. 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.

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-7
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.
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.

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.

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.

F-8
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.

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.

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") and SEC Staff Accounting Bulletin
No. 98 ("SAB No. 98"). Under the provisions of SFAS No. 128 and SAB No. 98,
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 (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. The impact of the adoption of this statement by the
Company was not material.

F-9
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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
-----------------------------------
Net Common Net (Loss) Per
(Loss) Shares Common Share
--------- --------- --------------
<S> <C> <C> <C>
Basic EPS:
Net loss attributable to common stock.... $(254,466) 9,090,906 $(0.03)
Effect of nominal issuances of common
stock options........................... -- 446,701 --
--------- --------- ------
Diluted EPS.......................... $(254,466) 9,537,607 $(0.03)
========= ========= ======
<CAPTION>
For the Year Ended December 31,
1997
-----------------------------------
Net Common Net Income Per
Income Shares Common Share
--------- --------- --------------
<S> <C> <C> <C>
Basic EPS:
Net income attributable to common stock.. $ 297,189 9,156,819 $ 0.03
Effect of nominal issuances of common
stock options........................... -- 446,701 --
Effect of common stock options........... -- 282,721 --
--------- --------- ------
Diluted EPS ........................... $ 297,189 9,886,241 $ 0.03
========= ========= ======
<CAPTION>
For the Year Ended
December 31, 1998
-----------------------------------
Net Common Net (Loss) Per
(Loss) Shares Common Share
--------- --------- --------------
<S> <C> <C> <C>
Basic EPS:
Net loss attributable to common stock.... $ (1,059) 9,223,821 $(0.00)
Effect of nominal issuances of common
stock options........................... -- 446,701 --
--------- --------- ------
Diluted EPS............................ $ (1,059) 9,670,522 $(0.00)
========= ========= ======
</TABLE>

F-10
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company considers nominal issuances of options to purchase Common Stock
to be issuances for which consideration received is significantly less than the
fair value of the underlying Common Stock. Diluted EPS for 1996 and 1998 does
not include the impact of common stock options then outstanding, as the effect
of their inclusion would be anti-dilutive.

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
December 31,
---------------------------
1996 1997 1998
--------- -------- -------
<S> <C> <C> <C>
Net income (loss)................................. $(254,466) $297,189 $(1,059)
Foreign currency translation adjustment........... -- -- 3,860
--------- -------- -------
Comprehensive income (loss)..................... $(254,466) $297,189 $ 2,801
========= ======== =======
</TABLE>

Proposed Public Offering

In connection with its contemplated initial public offering of Common Stock,
the Company has incurred approximately $564,000 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.

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. 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 will 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

F-11
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.

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 $1,294,000.

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
$789,000, 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
$500,000. 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
$1,865,000 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 total cash consideration of
approximately $2,028,000 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 $1,972,000, 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.

F-12
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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
$686,000 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 $305,000, 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.

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
$256,000 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 $223,000, 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 such, 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 $290,000. 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
$272,000, which is the excess cost of net assets acquired and is being
amortized over a useful life of 20 years.

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/
Avalanche CHBi
Solutions Limited Plastic <tag> Media Sunbather
---------- ---------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Accounts receivable....... $ 85,625 $ 462,706 $238,124 $ -- $ --
Fixed assets.............. -- 44,626 132,234 32,954 18,065
Other assets.............. 418,680 -- 10,305 -- --
Intangible assets......... 789,257 1,971,823 305,100 223,448 271,588
Current liabilities....... -- (450,817) -- -- --
---------- ---------- -------- -------- --------
Total purchase price.... $1,293,562 $2,028,338 $685,763 $256,402 $289,653
========== ========== ======== ======== ========
</TABLE>

F-13
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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 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 common stock pursuant to a Stockholders Agreement. 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.
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 Razorfish in connection with the Spray
Acquisition.

In addition, simultaneously with the Spray Acquisition, Messrs. Dachis and
Kanarick, the founders of Razorfish, 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,
------------------------
1997 1998
----------- -----------
<S> <C> <C>
Pro forma:
Revenues......................................... $17,812,546 $30,974,052
Net (loss)....................................... (5,687,832) (4,056,650)
Basic net (loss) per share....................... (0.27) (0.19)
Diluted net (loss) per share..................... (0.27) (0.19)
</TABLE>

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 $3.5 million 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 $1.3 million and $0.6
million, respectively, and the remaining payment of $1.7 million 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 $2.0 million 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.

F-14
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Amounts borrowed under the working capital line of credit bear no interest
on the first $1.0 million 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 $1.0 million
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
$65,000 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 $0.8 million and $1.1 million of the working capital line of
credit outstanding as of December 31, 1997 and 1998, respectively. In addition,
the Company had $1.0 million and $3.9 million of the acquisition funding
outstanding as of December 31, 1997 and 1998, respectively, in connection with
the acquisition of "new media companies." 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.

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 and $601,089,
respectively, as of December 31, 1997 and 1998. 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.

F-15
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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
$500,000 due to the stockholders as of December 31, 1998, is non-interest
bearing and is due in full in March 1999.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
<TABLE>
<CAPTION>
Year Ended December
31,
---------------------
1997 1998
--------- ----------
<S> <C> <C>
Computer equipment.................................... $ 250,861 $ 635,617
Equipment under capital leases........................ 290,183 220,583
Furniture and fixtures................................ 179,152 419,229
Leasehold improvements................................ 33,972 382,525
--------- ----------
Total property and equipment........................ 754,168 1,657,954
Less--Accumulated depreciation and amortization....... (136,608) (472,410)
--------- ----------
Property and equipment, net......................... $ 617,560 $1,185,544
========= ==========
</TABLE>
Depreciation and amortization aggregated $26,812, $107,261 and $335,802,
respectively, for the three years ended December 31, 1998.

5. INTANGIBLE ASSETS

Intangible assets consist of the following:
<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Goodwill........................................................ $3,561,216
Less--Accumulated amortization................................ (106,634)
----------
Intangible assets, net...................................... $3,454,582
==========
</TABLE>

Amortization aggregated $106,634 for the year ended December 31, 1998. 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>
Year Ended December
31,
-------------------
1997 1998
-------- ----------
<S> <C> <C>
Accounts payable........................................ $104,130 $ 873,844
Accrued expenses........................................ 75,902 269,093
Accrued professional fees............................... 90,000 648,480
-------- ----------
Total................................................. $270,032 $1,791,417
======== ==========
</TABLE>

7. LONG-TERM DEBT

Long-term debt consists of acquisition borrowings from Omnicom in the
original principal amount of approximately $3.7 million. The loan is payable in
equal quarterly installments over a period of seven years and bears interest at
approximately 6.0% per annum.

F-16
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Maturities of long-term debt outstanding are as follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
- ------------
<S> <C>
1999................................................................. $1,782,380
2000................................................................. 534,418
2001................................................................. 534,418
2002................................................................. 534,418
2003................................................................. 534,418
Thereafter........................................................... 1,068,834
----------
Total............................................................ $4,988,886
==========
</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 December 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Income (loss) before income taxes:
Domestic.................................. $(311,267) $ 562,152 $(167,080)
International............................. -- -- 279,092
--------- --------- ---------
$(311,267) $ 562,152 $ 112,012
========= ========= =========
Provision (benefit) for taxes on income:
Current--
Federal................................. $ (13,365) $(110,105) $ 41,701
State and local......................... (22,009) (71,720) 75,822
International........................... -- -- 94,891
Deferred--
Federal................................. (12,129) (348,856) 191,224
State and local......................... (9,298) 795,644 51,175
International........................... -- -- --
--------- --------- ---------
$ (56,801) $ 264,963 $ 454,813
========= ========= =========
</TABLE>

A reconciliation of the difference between the statutory U.S. Federal 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 federal income tax rate..................... (34.0)% 34.0% 34.0%
State and local taxes on income, net of federal income
tax benefit.......................................... (6.6) 12.4 13.3
Effect on change from "S" corp........................ 28.8 -- --
Disallowed expenses................................... -- -- 4.4
Incentive stock option expense........................ -- -- 42.6
Goodwill amortization................................. -- -- 5.2
Other................................................. (6.4) 0.7 0.7
----- ---- -----
Effective rate...................................... (18.2)% 47.1% 100.2%
===== ==== =====
</TABLE>

F-17
<PAGE>

RAZORFISH, INC. 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>
Year Ended
December 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
Current deferred income tax assets (liabilities),
net:
Accrual to cash adjustments....................... $(466,575) $(178,064)
Bad debts......................................... -- 23,088
Other............................................. -- 15,700
Noncurrent deferred tax assets (liabilities), net:
Stock options..................................... 35,993 --
Accrual to cash adjustment........................ -- (534,205)
--------- ---------
Total deferred income taxes, net................ $(430,582) $(673,481)
========= =========
</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 $200,000 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 $180,767. For the period
from September 19, 1996 to December 31, 1996, the net loss incurred was
$73,699.

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......................... $(105,831)
State income taxes, net of Federal benefit...................... (28,014)
----------
$(133,845)
==========
</TABLE>

Certain goodwill related to international acquisitions may be deemed
nondeductible under Internal Revenue Service Regulations.

F-18
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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 $500,000 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
$12,825 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 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. 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.

F-19
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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 $65,335 and $1,936,539, respectively, has
only been recognized for stock options granted below fair market value for the
year ended December 31, 1997 and December 31, 1998, 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........ $ 297,189 $ (1,059)
Net loss, pro forma................... (1,127,727) (2,067,566)
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>

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>

F-20
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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........................... $12,142,869 $1,700,420 $13,843,289
Operating profit (loss)............ 415,596 279,500 695,096
Net income (loss).................. (185,260) 184,201 (1,059)
Identifiable assets................ 10,852,538 1,232,945 12,085,483
</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
$85,807, $185,175 and $729,921, 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.......................................... $ 909,537 $264,960 $644,577
2000.......................................... 1,032,184 264,960 767,224
2001.......................................... 977,337 264,960 712,377
2002.......................................... 412,721 264,960 147,761
2003.......................................... 379,016 264,960 114,056
Thereafter.................................... 1,499,725 839,040 660,685
</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 $1,041,200 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.

F-21
<PAGE>

RAZORFISH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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 $435,000 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.

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.......................................................... $51,459
2000.......................................................... 5,737
2001.......................................................... --
-------
Total minimum lease payments................................ 57,196
Less--
Amounts representing interest............................... 4,418
Current portion............................................. 47,107
-------
Long term portion......................................... $ 5,671
=======
</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).

F-22
<PAGE>

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 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 between $10.00 and $12.00 before taking into account
applicable underwriting commissions and offering expenses.

F-23
<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-24
<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
------ -------
ASSETS
------
<S> <C> <C>
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
====== =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
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-25
<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
DIRECT SALARIES AND COSTS.............................. 4,391 7,258 13,111
------ ------ -------
Gross profit......................................... 928 560 2,291
SALES AND MARKETING.................................... 350 395 757
GENERAL AND ADMINISTRATIVE............................. 256 965 2,763
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-26
<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-27
<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-28
<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

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
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.

F-29
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.

Income Taxes

F-30
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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-31
<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.

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.

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.

F-32
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.

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.

F-33
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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-34
<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-35
<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-36
<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-37
<PAGE>

SPRAY NETWORK AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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-38
<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-39
<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-40
<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
DIRECT SALARIES AND COSTS.................... 2,691 2,644
------ -------
Gross profit (loss)........................ 25 (1,059)
SALES AND MARKETING.......................... 86 53
GENERAL AND ADMINISTRATIVE................... 130 450
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-41
<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-42
<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-43
<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

F-44
<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-45
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.

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>

F-46
<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-47
<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-48
<PAGE>

SPRAY VENTURES AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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-49
<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-50
<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-51
<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-52
<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-53
<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-54
<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-55
<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.

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-56
<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-57
<PAGE>

[LOGO OF RAZORFISH, INC.]
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other expenses of issuance and distribution.

The following table sets forth the expenses to be borne by the registrant,
other than underwriting discounts, in connection with the issuance and
distribution of the Common Stock hereunder:

<TABLE>
<CAPTION>
Item Amount
---- ----------
<S> <C>
SEC registration fee........................................... $ 11,509
NASD filing fee................................................ 6,250
Nasdaq National Market listing fee............................. 96,000
Accounting fees and expenses................................... 800,000
Legal fees and expenses........................................ 550,000
Printing costs................................................. 350,000
Miscellaneous.................................................. 50,000
----------
Total........................................................ $1,863,759
==========
</TABLE>

Item 14. Indemnification of directors and officers.

Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(4) for any transaction from which the director derived an improper personal
benefit. Razorfish's Certificate of Incorporation contains provisions permitted
by Section 102(b)(7) of the DGCL.

Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such director, officer, employee or agent acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful.
A Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

Razorfish's Certificate of Incorporation filed as Exhibit 3.1 to this
Registration Statement provides indemnification of directors and officers of
Razorfish to the fullest extent permitted by the DGCL.

II-1
<PAGE>

Item 15. Recent sales of unregistered securities.

On the closing date of the offering, Razorfish will grant to four employees
options to purchase an aggregate of 60,000 shares of Common Stock in
consideration for their respective minority interests in certain subsidiaries
of Spray. Exemption from registration for this transaction will be claimed
pursuant to Regulation S of the Securities Act regarding transactions by the
issuer not involving a public offering, in that this transaction was made,
without general solicitation or advertising, to a sophisticated investor
located outside the United States with access to all relevant information
necessary to evaluate this investment and who represented to Razorfish that the
options were being acquired for investment.

On February 3, 1999, Razorfish issued 1,976,810 shares of Common Stock to
Communicade for an estimated purchase price of $15,814,476 which will be
adjusted on the closing date of the offering. Exemption from registration for
this transaction was claimed pursuant to Section 4(2) of the Securities Act
regarding transactions by the issuer not involving a public offering, in that
this transaction was made, without general solicitation or advertising, to a
sophisticated investor with access to all relevant information necessary to
evaluate this investment and who represented to Razorfish that the shares were
being acquired for investment.

On January 5, 1999, Razorfish issued an aggregate of 9,881,034 shares of
Common Stock and in February 1999 an aggregate of 50 shares of Class B Common
Stock to Spray Ventures and Communicade in exchange for all of the issued and
outstanding shares of stock of Spray and warrants exercisable for an additional
138 shares of stock of Spray. Exemption from registration for these
transactions was claimed pursuant to Section 4(2) of the Securities Act
regarding transactions by the issuer not involving a public offering, in that
these transactions were made, without general solicitation or advertising, to
sophisticated investors with access to all relevant information necessary to
evaluate these investments and who represented to Razorfish that the shares
were being acquired for investment.

In February 1997, Razorfish issued under its 1997 Stock Option Plan an
aggregate of 65,911 shares of Common Stock to seven employees pursuant to the
terms of a Stock Grant Agreement entered into by Razorfish and each such
employee. These shares were issued to each employee in consideration for
services rendered to Razorfish by such employee. Exemption from registration
for this transaction was claimed pursuant to Rule 701 of the Securities Act.

Additionally, since February 24, 1997, Razorfish has granted stock options
to certain of its employees and consultants pursuant to its 1997 Stock Option
and Incentive Plan. Such grants were made in reliance on Rule 701 promulgated
under the Securities Act. As of April 1, 1999, the Registrant had granted
options to purchase 647,995 shares of Common Stock to employees and consultants
pursuant to the 1997 Stock Option and Incentive Plan.

Item 16. Exhibits and Financial Statement Schedules.

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.3 Registration Rights Agreement, dated March 30, 1999, between the
Company and Communicade Inc.**
4.4 Specimen Common Stock Certificate of the Company.
5.1 Form of Opinion of Morrison & Foerster LLP.**
10.1 The Amended and Restated 1997 Stock Option and Incentive Plan.**
10.2 1999 Stock Incentive Plan.**
10.3 Employment Agreement, dated September 18, 1996, between the Company
and Jeffrey A. Dachis.**
10.4 Non-competition Agreement, dated September 18, 1996, between the
Company and Jeffrey A. Dachis.**
10.5 Employment Agreement, dated September 18, 1996, between the Company
and Craig M. Kanarick.**
10.6 Non-competition Agreement, dated September 18, 1996, between the
Company and Craig M. Kanarick.**
10.7 Employment Agreement, dated April 30, 1998, between the Company and
Peter Seidler.**
10.8 Amendment to Employment Agreement, dated November 26, 1998, between
the Company and Peter Seidler.**
10.9 Employment Agreement, dated June 19, 1997, between the Company and
Jean-Philippe Maheu.**
10.10 Employment Agreement, dated June 1, 1997, between the Company and
Evan Orensten.**
10.11 Employment Agreement, dated as of October 1, 1998, between the
Company and Per Bystedt.**
10.12 Employment Agreement, dated as of October 1, 1998, between the
Company and Jonas Svensson.**
Employment Agreement, dated as of October 1, 1998, between the
10.13 Company and Johan Ihrfelt.**
10.14 Lease Agreement, dated October 28, 1996, between the Company and Man
Yun Real Estate Corporation.**
10.15 Lease Agreement, dated April 30, 1997, between the Company and Man
Yun Real Estate Corporation.**
10.16 Lease Agreement, dated December 23, 1998, between C.H.B.I. Razorfish
Limited and The Mayor and Commonalty and Citizens of the City of
London.**
10.17 Lease Agreement, dated March 10, 1998, between J&R Bechelli and
Alpha Online, Inc., as amended by letter dated February 9, 1999.**
10.18 Lease Agreement No. 731 100, dated April 12, 1996, between Spray
(f/k/a Spray Interactive Media Agency AB) and Bojner Estate AB
("Bojner") and the English translation thereof.**
10.19 Lease Agreement No. 741 100, dated September 30, 1997, between Spray
(f/k/a Spray Interactive Media AB) and Bojner and the English
translation thereof.**
10.20 Lease Contract No. 01009 001 024 ("Trygg-Hansa Lease"), dated April
30, 1998, between Spray and Trygg-Hansa ("Trygg-Hansa") and the
English translation thereof.**
10.21 Supplement No. 1, dated April 30, 1998, to Trygg-Hansa Lease and the
English translation thereof.**
10.22 Supplement No. 2, dated August 18, 1998, to Trygg-Hansa Lease and
the English translation thereof.**
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.23 Personal Guarantee for Premises, dated April 29, 1998, made by Lars
T. Andersson and Per Bystedt in favor of Trygg-Hansa with respect to
Trygg-Hansa Lease and the English translation thereof.**
10.24 Personal Guarantee for Premises, dated April 29, 1998, made by Johan
Ihrfelt and Jonas Svensson in favor of Trygg-Hansa with respect to
Trygg-Hansa Lease and the English translation thereof.**
10.25 Rent Contract Covering Business Premises, dated February 3, 1998,
between Spray Interactive Media AB and DEGI Deutsche Gesellschaft
fur Immobilienfonds mbH and the English translation thereof.**
10.26 Rental Agreement for Office Space No. 910539, dated April 25, 1997,
between Spray Interactive Media Oy and Valtion Kiinteistolaitos
(State Real Property Authority)/Uusimaa ("State Real Property
Authority") and the English translation thereof.**
10.27 Rental Agreement for Office Space No. 910539, dated May 14, 1997,
between Spray Interactive Media Oy and State Real Property Authority
and the English translation thereof.**
10.28 Lease Contract, dated June 17, 1998, between Spray Geelmuyden.Kiese
A.S. and Kongensgate 2 ANS and the English translation thereof.**
10.29 Subscription and Exchange Agreement, dated as of October 1, 1998,
among the Company, Spray Ventures AB and Communicade.**
10.30 First Amendment to the Subscription and Exchange Agreement, dated
November 25, 1998, among the Company, Spray Ventures AB, Spray
Network AB and Communicade.**
10.31 Second Amendment to the Subscription and Exchange Agreement, dated
December 10, 1998, among the Company, Spray Ventures AB, Spray
Network AB and Communicade.**
10.32 Stock Purchase Agreement, dated as of October 1, 1998, among
Communicade, Jeffrey A. Dachis and Craig M. Kanarick.**
10.33 Stock Purchase Agreement, dated October 23, 1998, between
Communicade and Spray Ventures AB.**
10.34 Amendment to Stock Purchase Agreement, dated December 10, 1998,
between Communicade and Spray Ventures AB.**
10.35 Loan Agreement, dated September 18, 1996, between the Company and
Omnicom Finance Inc.**
10.36 Contractor Agreement, dated December 19, 1997, between the Company
and Charles Schwab & Co., Inc.**
10.37 Letter Agreement, dated August 8, 1997, between the Company and Road
Runner Group.**
10.38 Agreement, dated November 6, 1997, between the Company and AT&T
Corp.**
10.39 Agreement, dated May 12, 1997, between the Company and CBS.**
22.1 Subsidiaries of the Company.**
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of M.R. Weiser & Co., LLP.
23.3 Consent of Morrison & Foerster LLP (set forth in Exhibit 5.1).**
24.1 Power of Attorney.**
27.1 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.
** Previously filed.

II-4
<PAGE>

Item 17. Undertakings.

The Registrant hereby undertakes the following:

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

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

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

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

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on April 22, 1999.

RAZORFISH, INC.

*
By: _________________________________
Jeffrey A. Dachis
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name and Signatures Title Date
------------------- ----- ----

<C> <S> <C>
* President, Chief April 22, 1999
____________________________________ Executive Officer,
Jeffrey A. Dachis Treasurer and Director

* Chief Scientist, Vice April 22, 1999
____________________________________ Chairman of the Board,
Craig M. Kanarick Secretary and Director

* Chairman of the Board April 22, 1999
____________________________________ and Director
Per I. G. Bystedt

* Vice Chairman of the April 22, 1999
____________________________________ Board, Executive Vice
Jonas S. A. Svensson President-Corporate
Development and Director

* Chief Financial Officer April 22, 1999
____________________________________ (Chief Financial and
Susan Black Accounting Officer)

/s/ Carter F. Bales Director April 22, 1999
____________________________________
Carter F. Bales

Director
____________________________________
Kjell A. Nordstrom

* Director April 22, 1999
____________________________________
John Wren
* By power of attorney.

/s/ Michael S. Simon
_______________________________
Michael S. Simon
Attorney-in-fact

</TABLE>

S-1
<PAGE>

Report of Independent Public Accountants

To Razorfish, Inc.:

We have audited in accordance with generally accepted auditing standards, the
financial statements of Razorfish, Inc. and subsidiaries included in this
registration statement and have issued our report thereon dated March 5, 1999.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule of valuation and qualifying accounts
is the responsibility of the Company's management and is presented for purposes
of complying with the Securities and Exchange Commissions rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

New York, New York
March 5, 1999

S-2
<PAGE>

Schedule II

RAZORFISH, INC. AND SUBSIDIARIES

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

<TABLE>
<CAPTION>
Balance at Charged to Charged to
Beginning Costs and Other Balance at
of Year Expenses Accounts Deductions End of Year
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
For the fiscal year
ended December 31, 1996
Allowance for doubtful
accounts............. $-- $-- $-- $-- $--
==== ==== ==== ==== ====
For the fiscal year
ended December 31, 1997
Allowance for doubtful
accounts............. $-- $-- $-- $-- $--
==== ==== ==== ==== ====
For the fiscal year
ended December 31, 1998
Allowance for doubtful
accounts............. $-- $ 50 $-- $-- $ 50
==== ==== ==== ==== ====
</TABLE>

S-3
<PAGE>

Report of Independent Public Accountants

To Spray Network AB:

We have audited in accordance with generally accepted auditing standards, the
financial statements of Spray Network AB and subsidiaries included in this
registration statement and have issued our report thereon dated March 5, 1999.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule of valuation and qualifying accounts
is the responsibility of the Company's management and is presented for purposes
of complying with the Securities and Exchange Commissions rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

New York, New York
March 5, 1999

S-4
<PAGE>

Schedule II

SPRAY NETWORK AB AND SUBSIDIARIES

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

S-5
<PAGE>

Report of Independent Public Accountants

To Spray Ventures AB:

We have audited in accordance with generally accepted auditing standards, the
financial statements of Spray Ventures AB and subsidiaries included in this
registration statement and have issued our report thereon dated January 18,
1999. Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of valuation and qualifying
accounts is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commissions rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

New York, New York
January 18, 1999

S-6
<PAGE>

Schedule II

SPRAY VENTURES AB AND SUBSIDIARIES

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

<TABLE>
<CAPTION>
Balance at Charged to Charged to
Beginning Costs and Other Balance at
of Year Expenses Accounts Deductions End of Year
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
For the fiscal year
ended December 31, 1996
Allowance for doubtful
accounts............. $-- $-- $-- $-- $--
==== ==== ==== ==== ====
For the eight months
ended August 31, 1997
Allowance for doubtful
accounts............. $-- $ 39 $-- $-- $ 39
==== ==== ==== ==== ====
</TABLE>

S-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.**
3.1 Certificate of Incorporation of Razorfish, Inc. (the "Company"), as
amended.**
3.2 By-laws of the Company.**
4.1 Stockholders Agreement, dated as of October 1, 1998, among the
Company, Spray Ventures, Communicade, Jeffrey A. Dachis and Craig M.
Kanarick.**
4.2 Amendment to Stockholders Agreement, dated February 3, 1999, among
the Company, Spray Ventures, Communicade, Jeffrey A. Dachis and
Craig M. Kanarick.**
4.3 Registration Rights Agreement, dated March 30, 1999, between the
Company and Communicade Inc.**
4.4 Specimen Common Stock Certificate of the Company.
5.1 Form of Opinion of Morrison & Foerster LLP.**
10.1 The Amended and Restated 1997 Stock Option and Incentive Plan.**
10.2 1999 Stock Incentive Plan.**
10.3 Employment Agreement, dated September 18, 1996, between the Company
and Jeffrey A. Dachis.**
10.4 Non-competition Agreement, dated September 18, 1996, between the
Company and Jeffrey A. Dachis.**
10.5 Employment Agreement, dated September 18, 1996, between the Company
and Craig M. Kanarick.**
10.6 Non-competition Agreement, dated September 18, 1996, between the
Company and Craig M. Kanarick.**
10.7 Employment Agreement, dated April 30, 1998, between the Company and
Peter Seidler.**
10.8 Amendment to Employment Agreement, dated November 26, 1998, between
the Company and Peter Seidler.**
10.9 Employment Agreement, dated June 19, 1997, between the Company and
Jean-Philippe Maheu.**
10.10 Employment Agreement, dated June 1, 1997, between the Company and
Evan Orensten.**
10.11 Employment Agreement, dated as of October 1, 1998, between the
Company and Per Bystedt.**
10.12 Employment Agreement, dated as of October 1, 1998, between the
Company and Jonas Svensson.**
Employment Agreement, dated as of October 1, 1998, between the
10.13 Company and Johan Ihrfelt.**
10.14 Lease Agreement, dated October 28, 1996, between the Company and Man
Yun Real Estate Corporation.**
10.15 Lease Agreement, dated April 30, 1997, between the Company and Man
Yun Real Estate Corporation.**
10.16 Lease Agreement, dated December 23, 1998, between C.H.B.I. Razorfish
Limited and The Mayor and Commonalty and Citizens of the City of
London.**
10.17 Lease Agreement, dated March 10, 1998, between J&R Bechelli and
Alpha Online, Inc., as amended by letter dated February 9, 1999.**
10.18 Lease Agreement No. 731 100, dated April 12, 1996, between Spray
(f/k/a Spray Interactive Media Agency AB) and Bojner Estate AB
("Bojner") and the English translation thereof.**
10.19 Lease Agreement No. 741 100, dated September 30, 1997, between Spray
(f/k/a Spray Interactive Media AB) and Bojner and the English
translation thereof.**
10.20 Lease Contract No. 01009 001 024 ("Trygg-Hansa Lease"), dated April
30, 1998, between Spray and Trygg-Hansa ("Trygg-Hansa") and the
English translation thereof.**
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.21 Supplement No. 1, dated April 30, 1998, to Trygg-Hansa Lease and the
English translation thereof.**
10.22 Supplement No. 2, dated August 18, 1998, to Trygg-Hansa Lease and
the English translation thereof.**
10.23 Personal Guarantee for Premises, dated April 29, 1998, made by Lars
T. Andersson and Per Bystedt in favor of Trygg-Hansa with respect to
Trygg-Hansa Lease and the English translation thereof.**
10.24 Personal Guarantee for Premises, dated April 29, 1998, made by Johan
Ihrfelt and Jonas Svensson in favor of Trygg-Hansa with respect to
Trygg-Hansa Lease and the English translation thereof.**
10.25 Rent Contract Covering Business Premises, dated February 3, 1998,
between Spray Interactive Media AB and DEGI Deutsche Gesellschaft
fur Immobilienfonds mbH and the English translation thereof.**
10.26 Rental Agreement for Office Space No. 910539, dated April 25, 1997,
between Spray Interactive Media Oy and Valtion Kiinteistolaitos
(State Real Property Authority)/Uusimaa ("State Real Property
Authority") and the English translation thereof.**
10.27 Rental Agreement for Office Space No. 910539, dated May 14, 1997,
between Spray Interactive Media Oy and State Real Property Authority
and the English translation thereof.**
10.28 Lease Contract, dated June 17, 1998, between Spray Geelmuyden.Kiese
A.S. and Kongensgate 2 ANS and the English translation thereof.**
10.29 Subscription and Exchange Agreement, dated as of October 1, 1998,
among the Company, Spray Ventures AB and Communicade.**
10.30 First Amendment to the Subscription and Exchange Agreement, dated
November 25, 1998, among the Company, Spray Ventures AB, Spray
Network AB and Communicade.**
10.31 Second Amendment to the Subscription and Exchange Agreement, dated
December 10, 1998, among the Company, Spray Ventures AB, Spray
Network AB and Communicade.**
10.32 Stock Purchase Agreement, dated as of October 1, 1998, among
Communicade, Jeffrey A. Dachis and Craig M. Kanarick.**
10.33 Stock Purchase Agreement, dated October 23, 1998, between
Communicade and Spray Ventures AB.**
10.34 Amendment to Stock Purchase Agreement, dated December 10, 1998,
between Communicade and Spray Ventures AB.**
10.35 Loan Agreement, dated September 18, 1996, between the Company and
Omnicom Finance Inc.**
10.36 Contractor Agreement, dated December 19, 1997, between the Company
and Charles Schwab & Co., Inc.**
10.37 Letter Agreement, dated August 8, 1997, between the Company and Road
Runner Group.**
10.38 Agreement, dated November 6, 1997, between the Company and AT&T
Corp.**
10.39 Agreement, dated May 12, 1997, between the Company and CBS.**
22.1 Subsidiaries of the Company.**
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of M.R. Weiser & Co., LLP.
23.3 Consent of Morrison & Foerster LLP (set forth in Exhibit 5.1).**
24.1 Power of Attorney.**
27.1 Financial Data Schedule.
</TABLE>
- --------

** Previously filed.

<PAGE>

RAZORFISH, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 755236 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS

[NUMBERS] [SHARES]

RF
THIS CERTIFIES THAT

Is the owner of

FULLY-PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
RAZORFISH, INC.

(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are subject to all of the terms and conditions contained in the
Certificate of Incorporation and all amendments thereto. Upon request, the
Corporation will furnish without charge to the holder hereof a statement of the
powers, designations, preferences and relative, participating optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights as may be
established, from time to time by the Certificate of Incorporation of the
Corporation and by any certificate of designation, the number of shares
constituting each class and series and the designations thereof. This
Certificate is no valid unless countersigned and registered by the Transfer
Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated:

RAZORFISH, INC.
CORPORATE SEAL
OF DELAWARE

/s/ President, Chief Executive Officer /s/ Secretary and Chief
Scientist and Treasurer

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY AUTORIZED SIGNATURE
TRANSFER AGENT AND REGISTRAR
<PAGE>

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-____________Custodian_____________
TEN ENT - as tenants by the entiretles (Cust) (Miner)
JT TEN - - as joint tenants with right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act_____________________
(State)

Additional abbreviations my also be used though not in the above list

For Value Received.______________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[_______________________________]

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

____________________________________________________________________________________________________

_______________________________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint

_____________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Company with full power of substitution
in the premises.

Dated___________

_____________________________________________________________
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH
NOTICE : THE NAME WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER
</TABLE>

Signature(s) Guaranteed:

_________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY ELIGIBLE
GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM).
PURSUANT TO S.E.C. RULE 17Ad-16

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports dated March 5, 1999 for Razorfish, Inc. and subsidiaries, March 5, 1999
for Spray Network AB and subsidiaries, March 5, 1999 for Avalanche Systems, Inc.
and January 18, 1999 for Spray Ventures AB and subsidiaries included in or
made a part of this registration statement.

ARTHUR ANDERSEN LLP

New York, New York
April 22, 1999

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and the
use of our report dated March 3, 1997 relating to the financial statements of
Avalanche Systems, Inc. for the year ended December 31, 1996 included in
Amendment No. 1 to Registration Statement No. 333-71043 on Form S-1 for the
registration of the Class A Common Stock of Razorfish, Inc.

/s/ M.R. Weiser & Co. LLP
M.R. Weiser & Co. LLP

New York, New York
April 22, 1999

<PAGE>

<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 598,720 1,176,076
<SECURITIES> 0 0
<RECEIVABLES> 2,423,006 1,304,420
<ALLOWANCES> 50,000 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,574,548 3,543,996
<PP&E> 1,657,954 754,168
<DEPRECIATION> 472,410 136,608
<TOTAL-ASSETS> 12,085,483 4,266,510
<CURRENT-LIABILITIES> 6,126,001 3,532,539
<BONDS> 0 0
0 0
0 0
<COMMON> 92,238 91,568
<OTHER-SE> 2,410,121 342,251
<TOTAL-LIABILITY-AND-EQUITY> 12,085,483 4,266,510
<SALES> 13,843,289 3,617,688
<TOTAL-REVENUES> 13,843,289 3,617,688
<CGS> 7,769,752 1,906,111
<TOTAL-COSTS> 7,769,752 1,906,111
<OTHER-EXPENSES> 5,378,441 1,129,936
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 241,342 19,489
<INCOME-PRETAX> 453,754 562,152
<INCOME-TAX> 454,813 264,963
<INCOME-CONTINUING> (1,059) 297,189
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,059) 297,189
<EPS-PRIMARY> 0 .02
<EPS-DILUTED> 0 .02

</TABLE>