EXHIBIT (d)(4)
[Razorfish, Inc. Letterhead]
January 6, 2003
SBI and Company
SBI Purchase Corp.
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Dear Sirs:
Reference is made to the Acquisition Agreement and Agreement and Plan of
Merger, dated as of November 21, 2002, by and among SBI and Company ("Parent"),
SBI Purchase Corp. ("Purchaser") and Razorfish, Inc. ("Razorfish"). Razorfish
hereby consents to the Purchaser's reduction of the Minimum Condition (as
defined in the Acquisition Agreement) to a majority of Razorfish Shares (as
defined in the Acquisition Agreement) outstanding.
RAZORFISH, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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By: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer