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                                                                   Exhibit 10.21

                             SECURED PROMISSORY NOTE

$2,125,000.00                                                      March 6, 2002
                                                       San Francisco, California

         For value received, Razorfish, Inc., a Delaware corporation (the
"Maker"), with an office at 107 Grand Street, New York, NY 10013 hereby promises
to pay to the order of Shearwater Partners, LLC, a California limited liability
company ("Holder"), with an office at 81 Langton Street, Suite 1, San Francisco
CA 94103, the sum of Two Million One Hundred Twenty-five Thousand Dollars
($2,125,000.00), subject to the terms and conditions set forth in this Note.

         1. Payment. The principal of this Note shall be payable in legal tender
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of the United States in monthly installments of One Hundred Twenty-five Thousand
Dollars ($125,000.00), commencing on April 1, 2002 and continuing thereafter on
the first day of each month until August 1, 2003, when all remaining sums owed
pursuant to this Note shall be due and payable. Payments hereunder shall be made
c/o Hanson, Bridgett, Marcus, Vlahos & Rudy, LLP, 333 Market Street, Suite 2300,
San Francisco, CA 94105-2173, Attention: Teresa V. Pahl, Esq., or at such other
location as the Holder shall designate to the Maker in writing. All payments due
hereunder on a day that is not a Business Day (as defined below) shall be due on
the next succeeding Business Day. As used herein, the term "Business Day" shall
mean any day other than a day that commercial banks are either required or
permitted to close in San Francisco, CA.

         2. Prepayments. The Maker may prepay any amounts of principal at any
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time without penalty.

         3. Security. This Note is secured by a security interest in certain
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assets of Maker (the "Collateral"), as set forth in that certain Security
Agreement dated March 6, 2002 between Maker and Holder (the "Security
Agreement"). As such, Holder shall have a security interest in the Collateral
and shall have all rights of secured party with respect to the Collateral under
Division 9 of the California Commercial Code, subject to the terms of the
Security Agreement.

         4. Assignment. Maker agrees that it shall provide written notice to
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Holder at least thirty (30) days prior to the consummation of any of the
following transactions (each, a "Change of Control Event"): (i) a consolidation
or merger of Maker with or into any other entity for which 10 or fewer
stockholders have the ability to elect a majority of the board of directors of
such entity; or (ii) a sale, transfer or other disposition (excluding the grant
of a security interest but including a transfer upon foreclosure of such
security interest) of more than fifty percent (50%) of the assets of Maker (as
determined with respect to Maker's book value) in one transaction or in a series
of related transactions during any twelve month period; or (iii) a sale or other
transfer to one person (or group of persons acting together for purposes of
acquiring control) of fifty percent (50%) or more of the capital stock of Maker
in one transaction or in a series of related transactions during any twelve
month period, provided that Maker has actual knowledge of and the board of
directors of Maker has not recommended against such sale or other transfer.
Maker hereby agrees that upon the occurrence of any Change of Control Event, (x)
in the case of a merger or consolidation in accordance with subsection (i)
above, in the event that following such merger or consolidation, the holders of
the voting securities of Maker



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immediately prior to such merger or consolidation own, directly or indirectly,
by means of their ownership of voting securities of Maker, less than fifty
percent (50%) of the entity succeeding to the business of Maker, Maker shall
obtain from the person or entity holding the greatest ownership interest in the
entity or person succeeding to the business of Maker, a guaranty of the
obligations owing to Holder hereunder, such guaranty to be in form and substance
reasonably acceptable to Holder (the "Required Guaranty"); (y) in the case of a
sale, transfer or other disposition of assets in accordance with subsection (ii)
above, Maker shall obtain a Required Guaranty from the purchaser or purchasers
of such assets; and (z) in the case of a sale or other transfer of stock in
accordance with subsection (iii) above, Maker shall obtain a Required Guaranty
from the holder of such stock (provided that Maker shall have no obligation to
obtain a Required Guaranty in the event that providing such a Required Guaranty
would violate the certificate of incorporation, by-laws or other charter
documents of such holder or violate any provision of applicable law). If Maker
fails to provide the notice to Holder in the manner discussed in this section,
or fails to obtain the Required Guaranty as provided herein, then Holder may, at
Holder's sole election, declare all sums owing pursuant to this Note immediately
due and payable.

          5. Default. For the purposes of this Note, any of the following will
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be deemed a Default:

                  a.       Notwithstanding any provision herein to the
contrary, a failure to make any payment required under this Note within fifteen
(15) days of the due date;


                  b.       The Maker files any petition or action for relief
under any bankruptcy, moratorium, receivership, insolvency, reorganization, or
other similar debtor relief law from time to time in effect affecting the rights
of creditors generally;


                  c.       There is a petition for bankruptcy filed against the
Maker by any of the Maker' s creditors, which petition is not dismissed within
60 days of filing;


                  d.       The appointment of a custodian, receiver, trustee
(or other similar official) to take possession, custody or control of any
material part of the properties or assets of the Maker;


                  e.       The Maker makes a general assignment for the benefit
of creditors or any material portion of the Maker' s assets is attached,
executed upon or judicially seized in any manner and such seizure is not
discharged within 60 days;


                  f.       The breach or untruth in any material respect of any
representation or warranty of Maker contained herein or in the Security
Agreement, or the failure or refusal of Maker to perform any obligations, or
covenants contained herein or in the Security Agreement within fifteen (15) days
after Maker's receipt of written notice of such failure from the Holder, or the
occurrence of a default under any other agreement providing security for the
payment of this Note provided that no notice shall be required with respect to a
default described in Section 5.a., above;

                  g.       The winding up of the business affairs of Maker,
dissolution of Maker or similar liquidation of the assets of Maker.

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         6. Rights Upon Default.
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Upon the occurrence of a Default, all outstanding amounts owing under this Note
shall become immediately due and payable.

                  a.       In addition to the foregoing, subject to the terms
of the Security Agreement, the Holder shall have all rights and remedies
available to a secured creditor under the California Commercial Code upon the
occurrence of a Default, as well as all remedies set forth in the Security
Agreement.

         7. Late Payment Interest. Any payments which are not paid when due
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shall accrue interest at a rate of eight percent (8%) per annum (calculated
based on a year of 360 days and actual days elapsed) until such amounts are paid
in full. The interest payment described in this section shall be in addition to
any interest otherwise payable under this Note or under the Security Agreement
or under any other agreement providing security for the payment of this Note.
Maker acknowledges and agrees that it would be extremely difficult or
impracticable to fix the actual damages resulting from Maker's failure to pay
amounts when due, and therefore, Maker shall pay such late charges not as a
penalty, but for the purpose of defraying the expenses sustained by Holder due
to the failure of Maker to timely pay amounts due hereunder. The late charges
shall be payable by Maker without prejudice to the rights of Holder to collect
any other amounts payable under this Note, the Security Agreement, or to
accelerate all sums due hereunder as provided herein. This provision shall not
be construed as extending the time for payment of any amount under this Note,
and acceptance of a late payment charge by Holder shall in no event constitute a
waiver of Maker's default with respect to the overdue amount nor prevent Holder
from exercising any of its rights and remedies with respect to such default.

         8. Costs. Maker agrees to pay immediately upon demand all costs,
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expenses and fees, including without limitation reasonable attorneys' fees
incurred by Holder in any proceeding for the collection of the debt evidenced by
this Note, in any litigation or controversy arising from or connected with the
enforcement of this Note, and/or in any proceedings to enforce payment of
Maker's obligations hereunder by an action or participation in, or in connection
with, a case or proceeding under the Bankruptcy Code, or any successor statute
thereto.

         9. No Waiver by Holder. No previous waiver and no failure or delay by
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Holder in acting with respect to the terms of this Note shall constitute a
waiver of any breach, default or failure of condition under this Note. A waiver
of any right of the Holder under this Note shall not be effective unless that
waiver is in the form of a writing signed by the Holder, and such waiver shall
be limited to the express written terms of such waiver. The remedies of Holder,
as provided herein or in the Security Agreement or in any other security
agreement for this Note shall be cumulative and concurrent, and may be pursued
singularly, successively or together, at the sole discretion of Holder, and may
be exercised as often as occasion therefor shall arise.

         10. Waivers by Maker. The Maker hereby waives presentment, demand,
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dishonor and all notices thereof to the extent permitted by law. Maker further
waives exhaustion of legal remedies. Time is of the essence with respect to
every provision hereof.



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         11. Governing Law. This Note shall be construed under and enforced in
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accordance with the laws of the State of California, excluding any conflicts of
law principles that would require application of the laws of another
jurisdiction.

         12. Independent Counsel. Maker declares and agrees that it has had the
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opportunity to have the benefit of separate and independent counsel with respect
to all matters contemplated herein. This Note shall not be construed against the
drafting party. Rather, this Note shall be given a reasonable interpretation in
accordance with the plain meaning of its terms and the parties' intent
hereunder.

         13. Severability. If any provision of this Note, or the application of
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it to any party or circumstance is held to be invalid, such provision shall be
ineffective, but the remainder of this Note, and the application of such
provision to the other parties or circumstances, shall not be affected thereby.

         14. No Waiver By Acceptance of Overdue or Partial Payments. If Holder
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accepts payment of any overdue amount, or partial payment of an amount due and
the remainder of such amount is unpaid, such acceptance shall in no event: (a)
constitute a cure or waiver of Maker's default with respect to such overdue or
unpaid amount; (b) prevent Holder from exercising any of its rights and remedies
with respect to Maker's default; or (c) constitute a waiver of Holder's right to
require full and timely payment of amounts becoming due thereafter or to
exercise any of Holder's rights and remedies for any failure to so pay.

         15. Full Payment. All amounts payable under this Note shall be paid in
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full without setoff, deduction or counterclaim. All amounts payable under this
Note shall be free and clear of and without any deduction or withholding for or
on account of any taxes, levies, duties, charges, fees, restrictions or
conditions of any nature now or hereafter imposed by any federal, state, county
or local government or any political subdivision or taxing authority thereof or
therein.

         16. Successors and Assigns. This Note binds Maker and its successors
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and assigns, and inures to the benefit of Holder and its successors and assigns,
provided that neither party may assign this Note without the prior written
consent of the other party, which consent shall not be unreasonably withheld.

RAZORFISH, INC.,
a Delaware corporation


By:           /s/ JP Maheu
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Printed Name:   JP Maheu
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Title:            CEO
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By:           /s/ John Roberts
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Printed Name:   John Roberts
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Title:              CFO
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