EXHIBIT 99.1

                                  RISK FACTORS

   You should carefully consider the risks described below. The risks described
are not the only ones we face. Any of the following risks could have a material
adverse effect on our business, financial condition and operating results. You
should also refer to the other information contained in this report, including
our financial statements and the related notes.

We May Be Unable to Continue to Effectively Integrate Operations of Our Most
Recent Acquisition Which Could Materially Adversely Affect Our Business,
Financial Condition and Results of Operations

   In order to maintain and increase profitability and operating efficiencies in
periods subsequent to our acquisition of Cluster Telecom. B. V. ("Cluster"), we
will need to continue to integrate and coordinate certain key elements:

  . service offerings;

  . marketing and business development efforts;

  . management and other professional personnel; and

  . operational systems of the former Diamond and Cluster.

   We may not accomplish the integration smoothly, expeditiously or
successfully. The difficulties of integrating operations include:

  . the necessity of coordinating a global organization;

  . integrating personnel who have diverse business and cultural backgrounds;
    and

  . combining different corporate cultures.

The process of integrating operations could cause an interruption of, or loss of
momentum in, the activities of DiamondCluster's businesses and the loss of key
personnel. We will need to dedicate management resources which may distract
attention from normal operations. Employee uncertainty and lack of focus during
the integration may also disrupt our businesses. If we fail to effectively
integrate our operations, there could be uncertainty in the marketplace or
client concern regarding the impact of our acquisition of Cluster, which could
materially adversely affect the business, financial conditions and results of
operations of DiamondCluster.

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We Must Build Recognition and Client Acceptance of Our New Name

   Diamond and Cluster have each invested significant efforts in building
recognition and client acceptance of their names. We believe that market
acceptance of the new name of DiamondCluster International, Inc. will be an
important aspect of our efforts to retain and attract clients.



   Promoting and maintaining name recognition will depend largely on the success
of DiamondCluster's marketing efforts and its ability to provide high quality,
reliable and cost-effective services. These efforts will require significant
expenses, which will affect our results of operations. In addition, although we
intend to centralize our marketing efforts, a significant part of our client
services will continue to be provided through individual consulting offices.
Client dissatisfaction with the performance of a single office could diminish
the value of our brand following the closing.

Currency Exchange Rate Fluctuations Could Adversely Affect Our Results of
Operations

   Approximately 45% of DiamondCluster's revenue for the nine months ended
December 31, 2001 was derived from operations outside the United States. The
results of operations for DiamondCluster in the future could be significantly
affected by factors associated with international operations, such as changes in
foreign currency

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exchange rates and uncertainties relative to regional economic or political
circumstances, as well as by other risks sometimes associated with international
operations. Since the revenue and expenses of DiamondCluster's foreign
operations will generally be denominated in local currencies, exchange rate
fluctuations between such local currencies and the U.S. dollar subject us to
currency translation risk with respect to the reported results of our foreign
operations. Also, we may be subject to foreign currency translation risks when
transactions are denominated in a currency other than the currency in which we
incur expenses related to such transactions. There can be no assurance that we
will not experience fluctuations in financial results from our operations
outside the United States, and there can be no assurance that we will be able to
reduce contractually or otherwise favorably the currency translation risk
associated with our operations.

Our Revenues Could Be Adversely Affected by the Loss of a Significant Client or
the Failure to Collect a Large Account Receivable

   We have in the past derived, and may in the future derive, a significant
portion of our revenues from a relatively limited number of major clients.
During fiscal 2001, Diamond had one client that individually accounted for 12%
of Diamond Cluster's net revenues. During the first nine months of fiscal 2002,
Diamond had one client which individually accounted for approximately 10% of our
net revenues. From quarter to quarter, revenues from one or more individual
clients may exceed 10% of our revenues for the quarter. If we lose any major
clients or any of our clients cancel or significantly reduce a large project's
scope, we would lose a significant amount of revenue. In addition, if we fail to
collect a large account receivable, we could be subjected to significant
financial exposure.

Variability of Quarterly Operating Results May Result in Reduced Prices for Our
Common Stock

   We have experienced, and may in the future continue to experience,
fluctuations in our quarterly operating results. These fluctuations could reduce
the market price of our Common Stock. Factors that may cause our quarterly
operating results to vary include:

  . the number of active client projects;

  . the requirements of client projects;

  . the termination of major client projects;

  . the loss of major clients; and

  . the timing of new client engagements and personnel cost increases.

The timing of revenues is difficult to forecast because our sales cycle is
relatively long and our services are affected by both the financial condition
and management decisions of our clients and general economic conditions. A high
percentage of our expenses are relatively fixed at the beginning of any period.
Because our general policy is not to adjust our staffing levels based upon what
we view as short-term circumstances, a variation in the timing, initiation or
completion of client assignments, particularly at or near the end of any
quarter, can cause significant variations in operating results from quarter to
quarter and could result in losses for any particular period.

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The Absence of Long-Term Contracts With Our Clients Reduces the Predictability
of Our Revenues

   Our clients are generally able to reduce or cancel their use of our
professional services without penalty and, in some circumstances, with little
notice. As a result, we believe that the number of clients or the number and
size of our existing projects are not reliable indicators or measures of future
revenue. We have in the past provided, and are likely in the future to provide,
services to clients without long-term agreements. When a client defers, modifies
or cancels a project, there is no assurance that we will be able to deploy
rapidly our professionals to other projects in order to minimize the
underutilization of employees and the resulting adverse impact on operating
results. We may not be able to replace cancelled or reduced contracts with new
business with the result that our revenues may decline.

Our Chief Executive Officer Controls a Significant Portion of the Voting Rights
Which Limits Your Ability to Influence Corporate Matters

   Our Chief Executive Officer controls a significant portion of our voting
stock. All of the holders of our Class B Common Stock have granted proxies to
our Chief Executive Officer to vote these shares. As of December 31, 2001, our
current Chief Executive Officer controls, individually or by proxy,
approximately 57.4% of the voting rights of our outstanding Common Stock. As a
result, he will have the voting power to significantly influence the election of
our board of directors and to affect all matters requiring stockholder approval.
In addition, an agreement among Diamond and our partners requires that our Chief
Executive Officer be selected from our partners. This significantly limits the
number of qualified persons that may be considered for that office. As a result,
we may not be successful in attracting future persons who are qualified to serve
as our Chief Executive Officer.

If We Are Unable to Protect Our Intellectual Property Rights or If We Infringe
Upon the Intellectual Property Rights of Others Our Business May Be Harmed

   Failure to secure or maintain protection of our intellectual property could
adversely affect our ability to serve our clients and generate revenue. We rely
on a combination of non-disclosure and other contractual agreements and
copyright and trademark laws to protect our proprietary rights. We enter into
confidentiality agreements with our employees, require that our clients enter
into such agreements, and limit access to and distribution of our proprietary
information. However, these efforts may be insufficient to prevent
misappropriation of our proprietary information or detect unauthorized use of
our intellectual property rights.

   Ownership of intellectual property developed during our client engagements is
the subject of negotiation and is frequently assigned to the client. We
generally retain the right to use any intellectual property that is developed
during a client engagement that is of general applicability and is not specific
to the client's project. Issues relating to the ownership of and rights to use
intellectual property developed during the course of a client engagement can be
complicated. Clients may demand assignment of ownership or restrictions on our
use of the work product. In addition, disputes may arise that affect our ability
to resell or reuse intellectual property. We may have to pay economic damages in
these disputes which could adversely affect our business.

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Failure to Meet Client Expectations Could Result in Losses and Negative
Publicity

   A failure or inability by us or one of our subcontractors to meet a client's
expectations could damage our reputation and adversely affect our ability to
attract new business and result in delayed or lost revenues. Our client
engagements involve the creation, implementation and maintenance of business
systems and other applications that can be critical to our clients' businesses.
We may be sued or unable to collect accounts receivable if a client is not
satisfied with our service.

   Our client contracts may not protect us from liability for damages in the
event that we are sued. In addition, our general liability insurance coverage
may not continue to be available on reasonable terms or in sufficient amounts.
The successful assertion of any large claim against us or the failure by us to
collect a large account receivable could result in significant financial
exposure to us.



An Inability to Keep Pace with Rapidly Changing Technology May Impair Our
Ability to Remain Competitive

   Our failure to develop e-commerce business services that keep pace with
continuing changes in the Internet and other technology, evolving industry
standards, information technology and client preferences will result in
decreased demand for our services. Among our challenges in this area are the
need to:

  . continue to develop our strategic and technical experience;

  . develop new services that meet changing client needs; and

  . use effectively leading technologies.

We may not be able to meet these objectives on a timely or successful basis.

Competition in Our Industry is Intense and Could Harm Our Business

   Increased competition in our industry could result in price reductions,
reduced gross margins or loss of market share, any of which could seriously harm
our business. The e-commerce business services market is relatively new,
includes a large number of participants, is subject to rapid technological
changes and is highly competitive. We compete with a number of companies that
have significantly greater financial, technical and marketing resources, greater
name recognition, and greater revenues than ours. We believe that the principal
competitive factors in our industry include:

  . diagnostic capabilities;

  . effectiveness of strategic business models;

  . scope of services;

  . service delivery approach;

  . technical and industry expertise;

  . perceived value; and

  . results orientation.

We believe that our ability to compete also depends in part on a number of
competitive factors outside of our control, including the ability of our
competitors to hire, retain and motivate senior consultants, the price at which
others offer comparable services, and the extent of our competitors'
responsiveness to client needs. We may not be able to compete successfully with
our competitors in the future.

   In addition, there are relatively low barriers to entry in our industry. We
do not own any patented technology that inhibits competitors from entering that
market or providing services similar to ours. As a result, new and unknown
market entrants could pose a threat to our business.

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The Price for Our Common Stock Has Been Volatile and Unpredictable

   The price for our Class A Common Stock has been volatile. Our Class A Common
Stock has been listed on the Nasdaq National Market since February 1997. The
closing market price of the Class A Common Stock has experienced variations, and
since January 1, 1999, our high and low sales price has ranged from a high of
$106.00 to a low of $7.50. The market price of our Class A Common Stock may
experience fluctuations in the future for a variety of reasons. These include:

  . negative news about other publicly traded companies in our industry;

  . general economic or stock market conditions unrelated to our operating
    performance;

  . quarterly variations in our operating results;

  . changes in earnings estimates by analysts;

  . announcements of new contracts or service offerings by or our
    competitors; and

  . other events or factors.

In addition, the stock market in recent years has experienced significant price
and volume fluctuations which have affected the market prices of technology
related companies. These fluctuations may continue to occur and
disproportionately impact our stock price.

The Failure to Integrate or Negotiate Successfully Any Future Acquisitions
Could Harm Our Business and Operating Results

   If we acquire businesses in the future and are unable to integrate
successfully these businesses, it could harm our business and operating results.
In order to remain competitive or to expand our business, we may find it
necessary or desirable to acquire other businesses, products or technologies. We
may be unable to identify appropriate acquisition candidates. If we identify an
appropriate acquisition candidate, we may not be able to negotiate the terms of
the acquisition successfully, to finance the acquisition or to integrate the
acquired businesses, products or technologies into our existing business and
operations. Further, completing a potential acquisition and integrating an
acquired business may strain our resources and require significant management
time. In addition, we may be required to amortize significant amounts of
goodwill and other intangible assets in connection with future acquisitions
which would harm our operating results.

We May Need to Raise Additional Capital in the Future Which May Not Be
Available

   We may not be able to raise capital in the future to meet our liquidity needs
and finance our operations and future growth. We were not profitable in the
most recently reported quarter and we may not continue to be profitable in the
future. We believe that existing cash resources, the amounts available under our
revolving line of credit and cash generated from operations will be sufficient
to satisfy our operating cash needs at least through fiscal 2003. Any future
decreases in our operating income, cash flow, or stockholders' equity may impair
our future ability to raise additional funds to finance operations. As a result,
we may not be able to maintain adequate liquidity to support our operations.

Future Sales of Our Common Stock in the Public Market Could Cause the Price of
Our Stock to Decline

   In the future, our stockholders could sell substantial amounts of our common
stock in the public market which could cause our market price to decline. A
substantial number of outstanding shares of common stock and shares of our
common stock issuable upon exercise of outstanding stock options and warrants
will become eligible for future sale in the public market at various times. An
increase in the number of shares of our common stock in the public market could
adversely affect prevailing market prices and could impair our future ability to
raise capital through the sale of our equity securities.

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Our Charter Documents and Delaware Law May Discourage an Acquisition of Diamond

   Provisions of our certificate of incorporation, by-laws, and Delaware law
could make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. We may issue shares of preferred stock
in the future without stockholder approval and upon such terms as our board of
directors may determine. Our issuance of this preferred stock could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a majority of our outstanding stock
and potentially prevent the payment of a premium to stockholders in an
acquisition. Our charter and by-laws also provide that special stockholders
meetings may be called only by our Chairman of the board of directors, by our
Secretary at the direction of our board of directors, or by stockholders holding
at least 30% of the voting power of the issued and outstanding shares of
outstanding common stock, with the result that any third-party takeover not
supported by the board of directors could be subject to significant delays and
difficulties. In addition, our board of directors is divided into three classes,
each of which serves for a staggered three-year term, which may make it more
difficult for a third party to gain control of our board of directors.

We Do Not Intend to Pay Dividends

   We have never paid any cash dividends on our common stock and do not expect
to declare or pay any cash or other dividends in the foreseeable future.

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