<PAGE>

                                                                     EXHIBIT 4.3


NAME:
       --------------------

EMPLOYEE ID:
              ------------------------

                       INVESTMENT REPRESENTATION STATEMENT

         Effective as of ___________________ [insert date of option exercise]
(the "EFFECTIVE DATE"), the undersigned ("Participant") has elected to purchase
_________________ shares of the common stock of the Company (the "SHARES") under
and pursuant to the Avanade Inc. Employee Stock Option Plan As Amended and
Restated on May 13, 2004 ("Plan") and the Stock Option Agreement ("Option
Agreement"). The Participant hereby makes the following certifications,
representations, warranties and agreements with respect to the purchase of the
Shares ("Representation Statement"):

1.       DEFINITIONS

         1.1.     Capitalized words not defined herein shall have the meaning as
                  defined in the Plan and Option Agreement as applicable.

2.       RESTRICTIONS. As more fully detailed in Section 6 below, the Shares
         have not been registered under the Securities Act of 1933 or any
         applicable state law, and no interest in them may be sold, distributed,
         assigned, offered, pledged or otherwise transferred to any party other
         than the Company unless (a) there is an effective registration
         statement under such Act and applicable state securities laws covering
         any such transaction involving these securities or (b) the Company
         receives an opinion of legal counsel for the Participant (concurred in
         by legal counsel for the Company) stating that such transaction is
         exempt from registration. The Participant understands that a
         registration of the Plan under the Securities Exchange Act of 1934
         shall not be an "effective registration" in accordance with (a) above.

3.       FIRST REFUSAL, REPURCHASE AND PUT RIGHTS

         3.1.     RIGHTS OF FIRST REFUSAL. Before any Shares held by Participant
                  may be sold or otherwise transferred as permitted and limited
                  by the terms of this Representation Statement, Plan or Option
                  Agreement (including any assignment, pledge, encumbrance or
                  other disposition of the Shares, but not including a permitted
                  transfer under Section 4.1 below), the Company will have a
                  right of first refusal to purchase the Shares on the terms and
                  conditions set forth in this Section 3.1 (the "RIGHT OF FIRST
                  REFUSAL").

                  3.1.1.   In the event Participant desires to accept a bona
                           fide third-party offer for the sale or transfer of
                           any or all of the Shares, Participant will promptly
                           deliver to the Company a written notice (the "FIRST
                           REFUSAL NOTICE") stating the terms and conditions of
                           any proposed sale or transfer, including (a)
                           Participant's bona fide intention to sell or
                           otherwise transfer such Shares, (b) the name of each
                           proposed


                                       1
<PAGE>

                                                                     EXHIBIT 4.3


                           Participant or other transferee (the "PROPOSED
                           TRANSFEREE"), (c) the number of Shares to be
                           transferred to each Proposed Transferee, and (d) the
                           bona fide cash price or other consideration for which
                           Participant proposes to transfer the Shares (the
                           "OFFERED PRICE"). Participant will provide
                           satisfactory proof that the disposition of such
                           shares to such Proposed Transferee would not be in
                           contravention of this Representation Statement or the
                           terms of the Plan or Option Agreement.

                  3.1.2.   At any time within a specified period no less often
                           than the Semi-Annual Exercise Period during which a
                           First Refusal Notice is received, the Company or its
                           assignee may, by giving written notice to
                           Participant, elect to purchase all or any portion of
                           the Shares proposed to be transferred to any one or
                           more of the Proposed Transferees, at the purchase
                           price determined in accordance with the following
                           paragraph.

                  3.1.3.   The purchase price for the Shares purchased under
                           this Section 3.1 will be the Offered Price. If the
                           Offered Price includes consideration other than cash,
                           the cash equivalent value of the noncash
                           consideration will be determined by the Company's
                           Board of Directors in good faith.

                  3.1.4.   Payment of the purchase price will be made, in the
                           discretion of the Plan Administrator, either (a) in
                           the manner set forth in Section 3.3 or (b) in the
                           manner and at the time(s) set forth in the First
                           Refusal Notice.

                  3.1.5.   If any of the Shares proposed in the First Refusal
                           Notice to be transferred to a given Proposed
                           Transferee are not purchased by the Company and/or
                           its assignee as provided in this Section 3.1, then
                           Participant may sell or otherwise transfer such
                           Shares to that Proposed Transferee at the Offered
                           Price or at a higher price, provided that such sale
                           or other transfer is consummated within 60 days after
                           the date of the First Refusal Notice, and provided
                           that any such sale or other transfer is effected in
                           accordance with any applicable securities laws and
                           the Proposed Transferee agrees in writing that the
                           provisions of this Section 3.1 will continue to apply
                           to the Shares in the hands of such Proposed
                           Transferee. If the Shares described in the First
                           Refusal Notice are not transferred to the Proposed
                           Transferee within such period, or if Participant
                           proposes to change the price or other terms to make
                           them more favorable to the Proposed Transferee, a new
                           First Refusal Notice will be given to the Company,
                           and the Company or its assignee will again be offered
                           the Right of First Refusal before any Shares held by
                           Participant may be sold or otherwise transferred.

         3.2.     REPURCHASE AND PUT RIGHTS. The Company and the Participant
                  each have certain rights to compel the sale of the Shares to
                  the Company.

                  3.2.1.   The Company may exercise a right to repurchase any or
                           all of the Shares (whether issued before or after
                           cessation of employment) at the Company's sole
                           discretion, at


                                       2
<PAGE>

                                                                     EXHIBIT 4.3


                           the Fair Market Value of such shares on the date of
                           such repurchase (the "REPURCHASE RIGHT"). The Company
                           may exercise the Repurchase Right by delivering a
                           notice to Participant specifying the number of Shares
                           to be purchased (the "CALL NOTICE").

                  3.2.2.   The Shares (whether issued before or after cessation
                           of employment) will be entitled to certain put rights
                           by the Participant to compel the purchase of the
                           shares by the Company (the "PUT RIGHT"). The
                           Participant may exercise the Put Right by delivering
                           written notice to the Company specifying the number
                           of Shares to be purchased by the Company
                           substantially in a form to be provided by the Company
                           (the "PUT NOTICE").

                  3.2.3.   The purchase price for any Shares to be purchased
                           pursuant to a Call Notice or a Put Notice will be the
                           Fair Market Value of the Shares as set forth in the
                           most recent Valuation Notice. Such rights are also
                           subject to the terms of the Plan and Option
                           Agreement.

         3.3.     PAYMENT OF PURCHASE PRICE. The purchase of the Shares subject
                  to purchase under this Section 3 will close within 60 days
                  after receipt by the Company, or Participant as appropriate,
                  of the applicable First Refusal Notice, Call Notice or Put
                  Notice. Unless otherwise mutually agreed by the involved
                  parties, the closing of any purchase by the Company under this
                  Section 3 will take place at the principal office of the
                  Company. Subject to the maximum payment limitations set forth
                  in Section 3.5, the purchase price for any Shares acquired
                  through such notices will be paid in the form of (a) cash (by
                  check, wire transfer, or otherwise), (b) the Company's assets,
                  or (c) a combination thereof as determined by the Company in
                  its sole discretion, except that any payment involving, in
                  whole or in part, the Company's assets must be approved by
                  Participant.

         3.4.     EXERCISE RESTRICTIONS. Participant may not submit a First
                  Refusal Notice or a Put Notice to the Company and the Company
                  may not submit a Call Notice to Participant earlier than six
                  months and one day following the date the Shares were acquired
                  by Participant (or any shorter period specified by the
                  Company's outside accountants as sufficient to avoid a charge
                  to the Company's earnings for financial reporting purposes).
                  Such notices may be submitted only during those periods
                  specified by the Plan Administrator, including at a minimum
                  the Semi-Annual Exercise Periods. Participant may not submit a
                  First Refusal Notice to the Company if the Company has
                  previously submitted a Call Notice to Participant.

         3.5.     LIMITATION ON CASH PAYMENT. The Company will in no event be
                  required to make any payment which would, in the opinion of
                  the Company's Board of Directors, (a) be in violation of
                  applicable law, (b) violate a covenant imposed by a bank or
                  other lender, lessor or other bona fide third-party
                  contracting party of the Company, or (c) unreasonably limit
                  the ability of the Company to meet its cash obligations in the
                  ordinary course of business.



                                       3
<PAGE>

                                                                     EXHIBIT 4.3


         3.6.     FURTHER ACTS. Whenever the Company will, pursuant to this
                  Representation Statement, purchase Shares, each Participant or
                  the legal representative of Participant will do all things and
                  execute and deliver all papers as may be necessary to
                  consummate such purchase.

         3.7.     INDEBTEDNESS TO COMPANY OF PARTICIPANT. In the event the
                  Company purchases an Participant's Shares pursuant to this
                  Representation Statement, the Company may set off against the
                  purchase price for the Shares any indebtedness owed to the
                  Company by such Participant or his or her estate, whether or
                  not such indebtedness is then due.

4.       TRANSFER RESTRICTIONS

         4.1.     RESTRICTIONS ON TRANSFER. Until the earlier of a Qualified IPO
                  and a Corporate Transaction (other than a Related Party
                  Transaction), the Shares may be sold, assigned, pledged,
                  transferred, encumbered or otherwise disposed of only in
                  accordance with the provisions of this Representation
                  Statement, the Plan and the Option Agreement. Except as
                  otherwise provided in this Representation Statement or in the
                  Plan and Option Agreement, such restrictions on transfer,
                  however, will not apply to (a) a gratuitous transfer of the
                  Shares, provided, and only if, the Participant obtains the
                  Company's prior written consent to such transfer, (b) a
                  transfer of title to the Shares effected pursuant to the
                  Participant's will or the laws of intestate succession, or (c)
                  a transfer to the Company in pledge as security for any
                  purchase-money indebtedness incurred by the Participant in
                  connection with the acquisition of the Shares.

         4.2.     VOTING AGREEMENT. The Participant agrees to vote the Shares
                  with and in proportion to how those investors named as parties
                  on Attachment B to the Employee Stockholders Agreement dated
                  as of August 4, 2000, by and among the Company and certain
                  other stockholders of the Company, vote their shares of Series
                  A Preferred Stock. This voting agreement is coupled with an
                  interest and may not be revoked during the term of the
                  Employee Stockholders Agreement, which agreement terminates
                  upon the closing of a Qualified IPO.

         4.3.     TRANSFEREE OBLIGATIONS. Each person (other than the Company)
                  to whom the Shares are transferred by means of one of the
                  permitted transfers specified in this Representation Statement
                  must, as a condition precedent to the validity of such
                  transfer, acknowledge in writing to the Company that such
                  person is bound by the provisions of this Representation
                  Statement, the Plan, and the Option Agreement to the same
                  extent the Shares would be so subject if retained by
                  Participant.

5.       ASSIGNMENT SEPARATE FROM CERTIFICATE

         5.1.     As security for the faithful performance of this
                  Representation Statement,


                                       4
<PAGE>

                                                                     EXHIBIT 4.3


                  Participant agrees to execute and deliver a stock power in the
                  form attached to this Representation Statement as Exhibit A,
                  executed by Participant and by Participant's spouse, if any
                  (with the transferee, certificate number, date and number of
                  Shares left blank), to the Secretary of the Company or its
                  designee ("ESCROW HOLDER"), who is hereby appointed to hold
                  such stock power in escrow and to take all such actions,
                  including stop transfer restrictions on the Company's stock
                  records, and to effectuate all such transfers and/or releases
                  of such Shares as are in accordance with the terms of this
                  Representation Statement. Participant and the Company agree
                  that Escrow Holder will not be liable to any party to this
                  Representation Statement (or to any other party) for any
                  actions or omissions unless Escrow Holder is grossly negligent
                  relative thereto. Escrow Holder may rely on any letter, notice
                  or other document executed by any signature purported to be
                  genuine and may rely on advice of counsel and obey any order
                  of any court with respect to the transactions contemplated in
                  this Representation Statement. The Shares will be released
                  from escrow upon termination of the restrictions imposed by
                  this Representation Statement, except that such release will
                  not affect the rights of the Company with respect to any
                  pledge of Shares to the Company.

6.       SECURITIES LAW COMPLIANCE

         6.1.     The Participant acknowledges that he or she is aware of the
                  Company's business affairs and financial condition and has
                  acquired sufficient information about the Company to reach an
                  informed and knowledgeable decision to acquire the Shares. The
                  Participant represents and warrants to the Company that he or
                  she is acquiring these Shares for investment for the
                  Participant's own account only and not with a view to, or for
                  resale in connection with, any "distribution" thereof within
                  the meaning of the Securities Act of 1933, as amended (the
                  "SECURITIES ACT").

         6.2.     The Participant further acknowledges that the Shares have not
                  been registered under the Securities Act, are deemed to
                  constitute "restricted securities" under Rule 701 and Rule 144
                  promulgated under the Securities Act and must be held
                  indefinitely unless they are subsequently registered under the
                  Securities Act and qualified under any applicable state
                  securities laws or an exemption from such registration and
                  qualification is available. The Participant further
                  acknowledges that the Company is under no obligation to
                  register the Shares under the Securities Act, and that any
                  registration under Section 12(g) of the Securities Exchange
                  Act of 1934 shall not change the nature of the "restricted
                  securities".

         6.3.     The Participant hereby confirms that the Participant
                  understands that at the present time Rule 144 may not be
                  relied on for the resale or distribution of the Shares by the
                  Participant. The Participant understands that the Company has
                  no obligation to the Participant to register the Shares with
                  and has not represented to the Participant that it will so
                  register the Shares.


                                       5
<PAGE>

                                                                     EXHIBIT 4.3


         6.4.     The Participant further acknowledges that he or she is
                  familiar with the provisions of Rule 701 and Rule 144, which
                  Rules, in substance, permit limited public resale of
                  "restricted securities" acquired, directly or indirectly from
                  the issuer thereof, in a nonpublic offering subject to the
                  satisfaction of certain conditions. The Participant
                  understands that if the Company becomes subject to the
                  reporting requirements of Section 13 or 15(d) of the
                  Securities Exchange Act of 1934, the Participant will not be
                  able to resell the Shares under Rule 701 (i) until at least
                  ninety (90) days after the Company became subject to such
                  reporting requirements (or any longer stand-off period, as
                  discussed below, may require) and (ii) unless such resale
                  satisfies those provisions of Rule 144 that are specified in
                  Rule 701(g)(3). Even if the Company is not subject to such
                  reporting requirements, the Shares may be resold in certain
                  limited circumstances subject to satisfaction of all of the
                  applicable provisions of Rule 144. The Participant further
                  acknowledges that in the event all of the applicable
                  requirements of Rule 144 are not satisfied, registration under
                  the Securities Act, compliance with Regulation A, or some
                  other registration exemption will be required in order to
                  resell the Shares. The Participant understands that no
                  assurances can be given that any such registration will be
                  made or any such exemption will be available in such event.

         6.5.     The Participant hereby confirms that the Participant
                  understands that because the Shares have not been registered
                  under the Securities Act, the Participant must continue to
                  bear the economic risk of the investment for an indefinite
                  period of time and the Shares cannot be sold, except as
                  permitted under the Plan and Option Agreement, unless the
                  Shares are subsequently registered or an exemption from
                  registration is available.

         6.6.     The Participant further acknowledges and understands that all
                  certificates representing any of the Shares shall have
                  endorsed thereon appropriate legends reflecting the foregoing
                  limitations, as well as any legends reflecting any other
                  restrictions pursuant to the Company's Articles of
                  Incorporation, Bylaws, the Option, the Plan and/or applicable
                  securities laws.

         6.7.     The Participant further agrees that, if so requested by the
                  Company or any representative of the underwriters (the
                  "MANAGING UNDERWRITER") in connection with any registration of
                  the offering of any securities of the Company under the
                  Securities Act, the Participant shall not sell or otherwise
                  transfer any Shares or other securities of the Company up to
                  180 days, or such other period as may be requested in writing
                  by the Managing Underwriter and agreed to in writing by the
                  Company (the "MARKET STANDOFF PERIOD"), following the
                  effective date of a registration statement of the Company
                  filed under the Securities Act. Such restriction shall apply
                  only to the first registration statement of the Company to
                  become effective under the Securities Act that includes
                  securities to be sold on behalf of the Company to the public
                  in an underwritten public offering under the Securities Act.
                  The Company may impose stop-transfer instructions with respect
                  to securities subject to the foregoing restrictions until the
                  end of such Market Standoff Period.


                                       6
<PAGE>

                                                                     EXHIBIT 4.3


         6.8.     The Participant further acknowledge and agrees that the
                  Company shall not be required (i) to transfer on its books any
                  Shares that have been sold or otherwise transferred in
                  violation of any of the representations, warranties,
                  agreements or other provisions contained in this
                  Representation Statement or (ii) to treat as owner of such
                  Shares or to accord the right to vote or pay dividends to any
                  purchaser or other transferee to whom such Shares shall have
                  been so transferred.

         6.9.     The Participant hereby agrees to indemnify the Company and
                  hold it harmless from and against any loss, claim or
                  liability, including attorneys' fees or legal expenses,
                  incurred by the Company as a result of any breach by the
                  Participant of, or any inaccuracy in, any representation,
                  warranty or statement made by the Participant in this
                  Representation Statement or the breach by the Participant of
                  any terms or conditions of this Representation Statement.

7.       INDEPENDENT TAX ADVICE

         7.1.     Participant acknowledges that determining the actual tax
                  consequences to each particular Participant of exercising the
                  Option or disposing of the Shares may be complicated. These
                  tax consequences will depend, in part, on Participant's
                  specific situation and may also depend on the resolution of
                  currently uncertain tax law, and other variables not within
                  the control of the Company. Participant is aware that
                  Participant should consult a competent and independent tax
                  advisor for a full understanding of the specific tax
                  consequences to Participant prior to exercising the Option or
                  disposing of the Shares. Prior to exercising the Option,
                  Participant either has consulted with a competent tax advisor
                  independent of the Company to obtain tax advice concerning the
                  exercise of the Option in light of Participant's specific
                  situation or has had the opportunity to consult with such a
                  tax advisor but chose not to do so.

                  Submitted by Participant:



                  ----------------------------      ----------------------------
                  Printed Name                      Signature



                  ----------------------------
                  Date


                                       7
<PAGE>

                                                                     EXHIBIT 4.3


         By his or her signature below, the spouse of Participant, if such
Participant is legally married as of the date of Participant's execution of this
Agreement, acknowledges that he or she has read this Representation Statement
and the Plan and is familiar with the terms and provisions of this
Representation Statement and the Plan, and agrees to be bound by all the terms
and conditions of this Representation Statement and the Plan.



                  ----------------------------      ----------------------------
                  Printed Name                      Signature



                  ----------------------------
                  Date

         By his or her signature below, Participant represents that he or she is
not legally married as of the date of executing this Representation Statement.



                  ----------------------------      ----------------------------
                  Date                              Participant's Signature


                                       8
<PAGE>

                                                                     EXHIBIT 4.3


                                   EXHIBIT A


              STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE
    (Not to be Used Except as Permitted Under the Representation Statement)

TO BE COMPLETED BY AVANADE INC.


         FOR VALUE RECEIVED and pursuant to that certain Investment
Representation Statement dated as
of______________________________________,_______, the undersigned hereby sells,
assigns and transfers unto_____________________________ ______ shares of the
Common Stock of Avanade Inc., a Washington corporation, standing in the
undersigned's name on the books of said corporation represented by Certificate
No. __ delivered herewith, and does hereby irrevocably constitute the Secretary
of said corporation as attorney-in-fact, with full power of substitution, to
transfer said stock on the books of said corporation.



Dated:
       ------------------------------------------------------



Signature:
           ----------------------------------------------


Please print name:
                   --------------------------------------


Spouse's signature, if any:
                            --------------------------------------



Please print name:
                   -----------------------------------------------


                                       9