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                                                                    EXHIBIT 10.4

                                       [AVANADE LOGO]
                                       /SYSTEMS.SOLUTIONS.SUCCESS/FROM ACCENTURE
                                       & MICROSOFT

                                       2211 Elliott Avenue
                                       Seattle, Washington 98121
                                       Tel: 1 206 239 5600
                                       Fax: 1 206 239 5605

March 2, 2001

Adam Warby
2211 Elliott
Seattle, Washington, 98121

Dear Adam:

Avanade is excited to offer you the opportunity to join our company in the
position of Vice President of Sales and Marketing effective March 5, 2001. We
trust you will treat the details of this offer with utmost confidentiality.

As an Avanade employee, your compensation and benefits package will be as
follows:

CASH COMPENSATION

      BASE SALARY:                     $200,000 per year payable two times per
                                       month. The merit review schedule for
                                       Avanade employees has not yet been
                                       established. All salary increases will be
                                       based on performance.

      INCENTIVE OPPORTUNITY:           An additional amount of up to 40% of your
                                       base salary is available to you in your
                                       first year with Avanade contingent upon
                                       your performance. Mitch Hill, CEO, will
                                       define your incentive plan.

      STOCK OPTIONS:                   We will recommend to the Board of
                                       Directors ("Board") that you receive an
                                       option to purchase a total of 236,250
                                       shares of Avanade stock at a price to be
                                       determined by the Board at the time of
                                       the grant. In addition, 78,750 stock
                                       options have been reserved for you. These
                                       additional options will be available for
                                       award after you have been with Avanade
                                       for one year and will be based on
                                       individual, team and company performance.
                                       All options will vest 25% after you have
                                       been at Avanade for one year and l/48th
                                       per month for the following 36 months
                                       thereafter (a four year vesting
                                       schedule).

      FOUNDERS STOCK                   100,000 shares at a price to be
                                       determined by the Board.

                                       In addition to the above vesting
                                       schedule, your options, whether vested or
                                       unvested, will be terminated and
                                       forfeited in full if your employment
                                       terminates other than

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                                              /SYSTEMS.SOLUTIONS.SUCCESS/FROM
                                              ACCENTURE & MICROSOFT

                                       for your death or disability prior to the
                                       earliest of an IPO, July 1, 2005 or
                                       certain changes of control.

                                       The options as recommended are subject to
                                       Board approval and will be subject to the
                                       stock option agreement and the Company's
                                       stock option plan as approved by the
                                       Board.

      HEALTH BENEFITS                  You will be eligible for all health
                                       benefits available to any other Avanade
                                       employee, starting on your first day of
                                       employment.

                                       The benefit plan includes medical with
                                       vision, dental, life, dependent life,
                                       disability, 401(k) with company match of
                                       100% up to 6% of base salary, flexible
                                       spending accounts, and an Employee
                                       Assistance Program.

      VACATION                         You will be eligible to accrue 20
                                       vacation days per year. Accrual begins
                                       upon hire. In order to make vacation days
                                       available to you from your date of hire,
                                       Avanade will allow you to take up to 10
                                       vacation days during your first six
                                       months, as a vacation credit from your
                                       annual allotment, in advance of actually
                                       accruing such vacation. In the event your
                                       employment terminates before you have
                                       accrued all the vacation days you have
                                       actually used, you agree that Avanade may
                                       withhold and deduct from your final
                                       paycheck the pay associated with the
                                       vacation days used, but not accrued.

      EXTENDED BENEFITS                Avanade may offer additional benefits to
                                       support a work/life balance whereby
                                       Avanade will pay for additional items for
                                       you ("Extended Benefits Expenses"). If
                                       for any reason your employment terminates
                                       prior to your first anniversary of
                                       employment, you agree that, within 30
                                       days of your departure, you will repay to
                                       Avanade the Extended Benefits Expenses,
                                       and that Avanade may withhold and deduct
                                       from your final paycheck any portion you
                                       are required to repay hereunder.

      TERMS                            This offer letter is not a contract of
                                       employment for any specific or minimum
                                       term. The employment Avanade offers you
                                       is terminable at will. This means that
                                       our employment relationship is voluntary
                                       and based on mutual

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                                                 [AVANADE LOGO]
                                                 /SYSTEMS.SOLUTIONS.SUCCESS/FROM
                                                 ACCENTURE & MICROSOFT

                                       consent. You may resign your employment,
                                       and Avanade likewise may terminate your
                                       employment, at any time, for any reason,
                                       with or without cause or notice. Any
                                       prior oral or written representations to
                                       the contrary are void, and any future
                                       representations to the contrary are also
                                       void and should not be relied upon unless
                                       they are contained in a formal written
                                       employment contract signed by an officer
                                       of Avanade and expressly stating the
                                       company's intent to modify the at-will
                                       nature of your employment.

This offer is contingent on your providing Avanade with proof of U.S.
citizenship or legal authorization to work in the United States, the successful
completion of a background investigation, and your entering into a Business
Protection Agreement with Avanade.

We have enclosed a Business Protection Agreement for your review and signature.
If the terms outlined in this letter are acceptable, please sign two originals
of the letter and the enclosed Business Protection Agreement and return one
signed original of each to us. You may retain the other originals for your
records.

We look forward to your contribution to the success of Avanade and hope you will
agree to join us. Should you have any questions, please call me at (206)
239-5760.

Sincerely,                                      ACCEPTANCE:
Avanade Inc.

/s/ Mitch Hill                                  /s/ [ILLEGIBLE]
---------------                                 -----------------------------
Mitch Hill                                      Signature
CEO

                                                3/15/2001
                                                ---------
                                                   Date
Enclosures

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