VENTRO CORP
EXHIBIT 10.9
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<TYPE>EX-10.9
<SEQUENCE>6
<FILENAME>f69503ex10-9.txt
<DESCRIPTION>EXHIBIT 10.9
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<PAGE>   1
                                                                    Exhibit 10.9


November 8, 2000


Dear Jim:

        Ventro recently announced its intention to evolve into a marketplace
services provider and to seek strategic partners for Chemdex and Promedix. The
Board of Directors considers it critical for the Company to retain your services
during the initial transition period. Accordingly, at its meeting held on
November 7, 2000, the Board approved the following arrangements related to your
continued employment as Chief Financial Officer.

        1. If you continue to be employed by the Company as its Chief Financial
Officer on March 31, 2001, the Company will pay you a lump sum payment of
$275,000 less all applicable withholdings. This payment will be in addition to
your normal base salary and other amounts due under your employment contract and
will be payable on or before April 30, 2001.

        2. In addition, the Board will approve a lump sum payment of up to
$225,000, less all applicable withholdings, as a special bonus based on the
Board's evaluation of your performance of duties relating to the transition
during the period from November 1, 2000 through March 31, 2001; this bonus will
be payable on or before April 30, 2001. It is currently contemplated that the
Board will base its decision as to the amount of your special bonus on your
successful completion of the following projects, as well as your performance of
other duties assigned by the CEO and Board of Directors:

-   Assistance with the potential repurchase of certain convertible debentures.

-   Assistance with deal support in connection with certain partnership
    transactions involving Chemdex and Promedix.

-   Assistance with closing FY 2000 books and related activities.

-   Assist CEO in communications, updates and meetings with the Company's Board
    of Directors.

-   Primary point of contact for investor relations with Wall Street, and
    assistance to CEO in arranging appropriate communications with significant
    Wall Street sell side analysts, and institutional investors where
    appropriate.

-   Assist CEO in defining proper structure of finance organization under the
    new model, and assistance with recruiting efforts if needed.

        3. In addition, in partial consideration for the Company's agreement to
make the above described payments, you agree that if your employment terminates
for any reason on or after March 31, 2001, you will not be eligible for any
severance payment.

        Your continued leadership will be crucial to the success of Ventro in
the future. The payments described above are indicative of the importance that
the Board places on your active participation in the Company's transition to a
leading MSP.

                                        Very truly yours,


                                        /s/ DAVID PERRY
                                        David Perry
                                        President and Chief Executive Officer


My agreement with the terms of this letter is signified by my signature below.

[SIGNATURE ILLEGIBLE]              11-15-00
--------------------------------------------
Signature/Date



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