RAZORFISH INC
EMPLOYMENT AGRMNT 10/1/98 SUE MURPHREE
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGRMNT 10/1/98 SUE MURPHREE
<TEXT>

<PAGE>

                                                                    Exhibit 10.9

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT, dated as of September 1, 2000 (the "Effective
Date"), is made by and between Susan Murphree, residing at 166 Bowery, Apartment
2R, New York, New York 10012 ("Executive") and Razorfish, Inc., a Delaware
corporation having its principal executive offices at 32 Mercer Street, New
York, New York 10013 (the "Company").

     WHEREAS, Executive has been serving the Company as Executive Vice
President, Mergers and Acquisitions and Integration;

     WHEREAS, the Company has determined that it is advisable and in the best
interests of the Company to secure the continued service and employment of
Executive on behalf of the Company in accordance with the terms and conditions
of this agreement (the "Agreement") and Executive is willing to render such
services to the Company on the terms and conditions set forth herein; and

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:

     1.  Position and Responsibilities.
         ------------------------------

         1.01 Position. Executive shall serve as Executive Vice President,
              --------
Mergers and Acquisitions and Integration. In this capacity Executive shall,
subject to the bylaws of the Company, have all the authority and responsibility
customarily associated with such position in a company of the size and nature of
the Company. Executive shall report directly and solely to the Chief Executive
Officer (the "CEO").

         1.02 Responsibilities. During the Term hereof, Executive shall devote
              ----------------
substantially all of her business time and her efforts, business judgment, skill
and knowledge exclusively to the advancement of the business and interests of
the Company and to the discharge of her duties and responsibilities hereunder
provided, however, that Executive may also engage in any or all of the following
activities so long as such engagement does not, in the aggregate, materially
interfere with the proper performance of her duties and responsibilities for the
Company:

               (a) serve as a member of the board of directors of a reasonable
number of other business entities, trade associations and/or charitable
organizations (consistent with the policies, if any, adopted by the Board and
after giving notice to the Company's General Counsel);

               (b) engage in charitable activities and community affairs;

               (c) accept and fulfill a reasonable number of speaking
engagements;
<PAGE>

               (d) manage her personal investments and affairs in accordance
with all applicable laws, rules and regulations including, without limitation,
rules promulgated in good faith by the Company; and

               (e) devote time to other ventures in which the Company has a
direct or indirect equity interest.

     2.  Term, Termination and Expiration of Employment.
         ----------------------------------------------

         2.01 Term. Subject to the terms of this Agreement, Executive's
              ----
employment under this Agreement shall commence as of the Effective Date and
continue through December 31, 2004 unless sooner terminated as provided for in
this Agreement (the "Initial Term"). Unless this Agreement shall have been
terminated earlier in accordance with the provisions hereof, at the end of the
Initial Term, and on each subsequent annual anniversary of that date thereafter,
the Agreement shall be extended automatically for an additional one (1) year
period unless either party hereto gives the other party written notice of non-
extension at least one hundred eighty (180) days prior to the otherwise
scheduled expiration of the term. The Initial Term together with any extended
periods shall be referred to herein as the "Term".

         2.02 Termination for Cause.
              ---------------------

               (a) The Company shall have the right to terminate the employment
of Executive for Cause (as defined in Section 2.02(b) below). Effective as of
the date that the employment of Executive terminates by reason of Cause:

                   (i) this Agreement shall terminate and no further payments of
the compensation described in Section 3 (except for such remaining payments of
Minimum Annual Compensation under Section 3.01 relating to periods during which
Executive was employed by the Company, Benefits which are required by applicable
law to be continued, a lump-sum payout for accrued, but unused, vacation days
and reimbursement of expenses incurred prior to the date of termination under
Section 3.03) shall be made; and

                   (ii) any stock options granted by the Company to Executive at
any time during the Executive's employment by the Company, which have not
vested, shall be forfeited by Executive.

               (b) "Cause" for termination shall mean:

                   (i) The Executive's repeated failure or refusal to materially
perform her duties and responsibilities as set forth in this Agreement, or,
subject to the engagement of the activities set forth in Section 1.02 above, the
failure of the Executive to devote substantially all of her business time and
attention to the business and affairs of the Company in accordance with the
terms hereof;

                                       2
<PAGE>

                   (ii) The willful misappropriation of the funds or property of
the Company;

                   (iii) Conviction in a court of law of, or entering a plea of
guilty or no contest to, any felony involving moral turpitude; and

                   (iv) The commission by the Executive of any willful or
intentional act which substantially injures the reputation, business or business
relationships of the Company, including without limitation, a willful or
intentional breach of the provisions of Section 5 of this Agreement.

               (c) Notwithstanding the foregoing, there shall be no termination
for Cause without Executive first being given written notice by the CEO, an
opportunity to be heard before the CEO and an opportunity to cure the actions or
omissions giving rise to "Cause" (to the extent such cure is reasonably
possible) within a reasonable time period.

         2.03  Termination Without Cause or by Executive for Good Reason.
               ---------------------------------------------------------

               (a) If during the Term hereof the Company terminates the
employment of Executive and such termination is not for Cause or due to a notice
of non- renewal pursuant to Section 2.01, or Executive terminates her employment
hereunder for "Good Reason" (defined in Section 2.03(d) below), then:

                   (i) The Company shall pay to Executive pursuant to Section
2.03(b) below an amount equal to the monthly portion of Executive's Minimum
Annual Compensation as in effect on the date of such termination for the greater
of twenty-four (24) months and the number of months remaining in the
then-scheduled term of this Agreement (the "Severance Period") plus a lump-sum
payout in respect of accrued, but unused, vacation days;

                   (ii) The Company shall pay to the Executive the Termination
Bonus (as defined in Section 2.03(c) below);

                   (iii) All stock options granted by the Company to Executive
at any time during the Executive's employment by the Company shall accelerate
and become immediately exercisable and shall remain exercisable pursuant to the
terms of the applicable stock option plans;

                   (iv) Executive shall be entitled to continue her
participation in all medical, dental, vision, prescription drug, hospitalization
and life insurance coverages and in all other employee welfare plans, programs
and arrangements (collectively, "Health Benefit Plans") in which he was
participating on the date termination in accordance with 2.03(a) until the
sooner of the expiration of the Severance Period and the date (or dates) that
Executive receives equivalent coverages and benefits

                                       3
<PAGE>

under the plans and programs of any subsequent employer. In the event that any
Health Benefit Plans do not permit her continued participation, the Company
shall provide to Executive, on a quarterly basis, the economic equivalent of
such Health Benefit Plans in which Executive may not participate on an after-tax
basis; and

                   (v) The Company shall pay to the Executive an amount equal to
the unused vacation days which have accrued (regardless of the Company's policy
regarding unused vacation day roll over) during any year up to the date of such
termination.

               (b) Payments to be made to Executive pursuant to Section
2.03(a)(i), 2.03(a)(ii) and 2.03(a)(v) shall be payable promptly following
termination pursuant to Section 2.03(a).

               (c) As used in this Agreement, "Termination Bonus" shall mean an
amount equal to the greater of (i) Executive's actual bonus earned for the year
preceding the year in which such termination occurs, and (ii) the Executive's
target bonus for the year of such termination multiplied by two (2).

               (d) For purposes of this Agreement, Executive shall be deemed to
have "Good Reason" to terminate this Agreement following the occurrence without
Executive's consent of any of the events enumerated in this Section 2.03(d)
provided that Executive first deliver to the Company twenty (20) days written
notice of such intended termination and provided further that the Company fails
to cure any such events indicated in such notice (to the extent such cure is
reasonably possible) within a reasonable time period:

                   (i) any reduction in Executive's Minimum Annual Compensation,
target percentage of Executive's Annual Bonus or any other material employee
benefit or perquisite enjoyed by Executive other than as part of an overall
reduction in such benefits or perquisites applying to the Company's senior
executives generally;

                   (ii) any failure to continue Executive as Executive Vice
President, Mergers and Acquisitions and Integration;

                   (iii) any material diminution in Executive's duties or the
assignment to Executive of duties that are materially inconsistent with
Executive's then current duties;

                   (iv) any other material breach by the Company of any of the
provisions described in this Agreement;

                   (v) the occurrence of a Change in Control (provided that
Executive remains employed with the Company for six (6) months thereafter); or

                                       4
<PAGE>

                   (vi) failure to obtain the assumption of Executive's
employment agreement by any successor to all or substantially all of the
business or assets of the Company.

         2.04  Expiration or Voluntary Termination.
               -----------------------------------

               (a) In the event that this Agreement shall expire in accordance
with the terms of Section 2.01:

                   (i) no further payments of the compensation described in
Section 3 shall be due to the Executive by the Company (except for such
remaining payments of Minimum Annual Compensation under Section 3.01 relating to
periods during which Executive was employed by the Company, Benefits which are
required by applicable law to be continued, a lump-sum payout for accrued, but
unused, vacation days and reimbursement of expenses incurred prior to the date
of expiration of the Term under Section 3.03);

                   (ii) any vested stock options granted by the Company to
Executive at any time during the Executive's employment by the Company shall
remain exercisable for a period of no less than two (2) years following the date
of expiration of the Term;

                   (iii) if the Term hereof expires pursuant to notice given by
the Company to Executive in accordance with Section 2.01, any unvested stock
option granted by the Company to Executive at any time during the Executive's
employment by the Company shall accelerate and become immediately exercisable,
as of the date of such termination, to the extent the same was scheduled to
become vested on or before the first anniversary of the date of such
termination; and

                   (iv) the Executive shall have a period (the "Cause Exercise
Period") of no less than the number of days reasonably required to permit the
sale of shares of the Company's stock acquired by Executive upon the exercise of
options due to the status of Executive as an "affiliate" of the Company as such
term is used under the Securities Act of 1933, as amended, together with all
rules and regulations promulgated pursuant thereto provided, however, that such
Cause Exercise Period shall in no event be less than thirty (30) days.

               (b) In the event that Executive voluntarily terminates this
Agreement, Executive shall have the same rights as are set forth in Section
2.02(a) above. Notwithstanding anything set forth in this Agreement to the
contrary, voluntary termination of this Agreement by Executive shall not be
deemed a breach of this Agreement.

         2.05  Death.
               -----

               (a) In the event of Executive's death during the Term hereof:

                                       5
<PAGE>

               (i) This Agreement shall terminate except as provided in this
Section 2.05;

               (ii) The Company shall pay promptly in one lump sum by wire
transfer of same day funds to Executive's beneficiary or beneficiaries (or to
her estate if he fails to make such designation):

                   (A) one fourth (1/4) of Executive's Minimum Annual
Compensation (as defined in paragraph 3.01 below) as in effect on the date of
her death;

                   (B) a Pro Rata Annual Bonus (as defined in Section 2.05(c)
below; and

                   (C) a lump-sum payout in respect of accrued, but unused,
vacation days;

               (iii) All stock options granted by the Company to Executive at
any time during the Executive's employment by the Company shall accelerate and
become immediately exercisable and shall remain exercisable for a period no less
than two (2) years following the date of Executive's death.

          (b) Executive may designate one or more beneficiaries for the purposes
of this Section by making a written designation and delivering such designation
to the Chief Financial Officer or Treasurer of the Company. If Executive makes
more than one such written designation, the designation last received before
Executive's death shall control for purposes of determining payments made
pursuant to this Section 2.05.

          (c) As used in this Agreement, "Pro Rata Bonus" shall mean the greater
of the Executive's target Annual Bonus (as defined in Section 3.02 below) for
the year of termination and the amount of Executive's actual Annual Bonus earned
for the year preceding the year of such termination.

    2.06  Disability.
          ----------

          (a) In the event Executive shall sustain a Disability (as defined in
Section 2.06(b) below) during the Term hereof:

               (i) This Agreement shall terminate as of the date of
certification of Executive's Disability except as provided in this Section 2.06;

               (ii) The Company shall pay to Executive:

                   (A) for the period commencing as of the date of certification
of Executive's Disability (as more particularly described in Section 2.06(b))

                                       6
<PAGE>

and continuing until the earliest of (i) the cessation of Executive's
Disability; (ii) Executive's death; or (iii) attainment of the age of sixty-five
(65) disability benefits in accordance with the Company's applicable long-term
disability program then in effect but in no event less than sixty percent (60%)
of Executive's Minimum Annual Compensation as in effect on the date of such
certification, subject to annual adjustment based upon increases in the Consumer
Price Index; and

                   (B) a Pro Rata Annual Bonus promptly in one lump sum by wire
transfer of same day funds; and

                   (C) a lump-sum payout in respect of accrued, but unused,
vacation days; and

               (iii) All stock options granted by the Company to Executive at
any time during the Executive's employment by the Company shall accelerate and
become immediately exercisable and shall remain exercisable for a period no less
than two (2) years following the date of certification of Executive's
Disability; and

               (iv) Executive shall be entitled to continue her participation in
all Health Benefit Plans in which he was participating on the date termination
in accordance with 2.06(a)(i) until the earliest of (i) the cessation of
Executive's Disability; (ii) Executive's death; or (iii) attainment of the age
of sixty-five (65). In the event that any Health Benefit Plans do not permit her
continued participation, the Company shall provide to Executive, on a quarterly
basis, the economic equivalent of such Health Benefit Plans in which Executive
may not participate on an after-tax basis.

          (b) As used in this Agreement, "Disability" means the inability of
Executive to perform her duties for the Company because of mental or physical
incapacity for one hundred eighty (180) days in any two hundred seventy (270)
day period as shall have been certified by a licensed and qualified physician
selected by the Company.

    2.07  Change of Control.
          -----------------

          (a) If at any time during the term of this Agreement there is a
"Change in Control" (defined below):

               (i) All stock options granted by the Company to Executive at any
time during the Executive's employment by the Company shall accelerate and
become immediately exercisable and shall remain exercisable for the balance of
any such option's stated term pursuant to applicable stock option plans;

               (ii) All perquisites more particularly set forth in Sections
3.03(b), 3.03(d), 3.03(e)(if any) and Benefits, if any, provided in accordance
with 3.04 below shall become immediately vested; and

                                       7
<PAGE>

               (iii) Executive shall be entitled to receive other benefits, if
any, that apply in the event of a Change of Control in accordance with
applicable written plans, programs and arrangements of the Company; provided
that no such benefit is duplicative of the type of benefit provided for under
this Agreement.

          (b) For purposes of this Agreement, "Change in Control" shall mean the
occurrence of one or more of the following three events:

               (i) After the Effective Date, any Person becomes a beneficial
owner (as such term is defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of a percentage of the voting securities of
the Company, measured either by number of voting securities or by number of
votes entitled to be cast, that is thirty-five percent (35%) more than the
percentage (if any) of the voting securities of the Company, measured in either
fashion, that such Person beneficially owned on the Effective Date. For purposes
of this Agreement, "Person" shall mean any natural person, incorporated entity,
limited or general partnership, business trust, association, agency
(governmental or private), division, political sovereign, or subdivision or
instrumentality, including those groups identified as "persons" in Sections
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended;

               (ii) a majority of the Board consists of individuals other than
Incumbent Directors, which term means the members of the Board on the Effective
Date; provided, however, that any individual becoming a director subsequent to
such date whose election or nomination for election was supported by a
two-thirds of the directors who then comprised the Incumbent Directors shall be
considered to be an Incumbent Director; or

               (iii) (x) the Company merges or otherwise combines with another
entity, or (y) all or substantially all of the assets or business of the Company
is disposed of pursuant to a sale, merger, consolidation, liquidation or other
transaction or series of transactions (collectively, a "Triggering Event"),
unless the holders of voting securities of the Company immediately prior to such
Triggering Event own, directly or indirectly, by reason of their ownership of
voting securities of the Company immediately prior to such Triggering Event,
more than 66 2/3% of the voting securities of: (A) in the case of a merger or
other combination involving the Company, the surviving corporation therein, and
(B) in any other case, the entity or entities, if any, that succeed to the
business of the Company.

     2.08 No Mitigation or Offset. In the event of any termination of
          -----------------------
Executive's employment hereunder, Executive shall be under no obligation to seek
other employment and the Company shall not be entitled to offset against any
amounts due to Executive (other than as expressly provided in Sections
2.03(a)(iv)) on account of any remuneration attributable to any subsequent
employment that Executive may obtain or any claims the Company may have against
Executive.

  3. Compensation and Benefits.
     -------------------------

                                       8
<PAGE>

     3.01 Salary. During the period of this Agreement, the Company shall pay to
          ------
Executive a base salary at an annual rate of Two Hundred Fifty Thousand Dollars
($250,000) ("Minimum Annual Compensation") and shall be payable in installments
in accordance with Company policy. The CEO shall review the base salary
annually, and may in its sole discretion increase it to reflect performance,
appropriate industry guideline data and other factors. At no time during the
Term shall Executive's annual base salary fall below the Minimum Annual
Compensation without the prior written consent of Executive.

     3.02 Bonus.
          -----

          (a) Executive shall receive an annual bonus in a target amount equal
to One Hundred Percent (100%) (the "Target Percentage") of the Minimum Annual
Compensation (the "Annual Bonus"), as the same may be increased during the Term
upon the attainment by the Company and the Executive of certain goals as
determined by the CEO in consultation with the Executive at the commencement of
each year (the "Annual Targets"). In the event that no Annual Targets are set in
any year, the Annual Bonus for such year shall be determined by the CEO based on
Executive's work performance and contribution to the Company and the Company's
performance, as evaluated by the CEO. The Company shall conduct Executive
performance reviews in accordance with the Company policy. Annual bonuses shall
be paid to Executive no later than ninety (90) days following the conclusion of
the preceding annual period (the "Bonus Payment Date").

          (b) (i) Executive shall receive options (each an "Initial Option") to
acquire two hundred thousand (200,000) shares of the common stock of the Company
(the "Common Stock") at the closing market price of the Common Stock as of the
first date immediately following the Effective Date upon which such Options
shall be available for grant by the Company to the Executive in accordance with
the Company's option plans. In addition to the Initial Options, Executive shall
receive an annual grant of bonus options (each a "Bonus Option") consisting of a
minimum of twenty-five percent (25%) of the amount of shares subject to the
Initial Option granted in the preceding annual period, as determined by the CEO
in his sole discretion. The actual percentage of the Bonus Options to be granted
shall be determined as a part of a review process conducted by the CEO during
which the CEO shall, in his discretion, consider Executive's work performance
and contribution to the Company and the Company's performance for the
immediately preceding annual period, and such Bonus Option shall be granted no
later than the Bonus Payment Date following such annual period. The Initial
Options together with Bonus Options, if any, shall be referred to herein as
"Options".

               (ii) Options shall become exercisable in the following manner:

                   (A) no Option shall become exercisable until the first
anniversary of such Option's respective grant date;

                                       9
<PAGE>

                   (B) on the first anniversary of the grant of any Options,
Thirty Three Percent (33%) of such Options shall vest and become exercisable;
and

                   (C) one thirty-sixth (1/36) of such Options shall become
exercisable each month, beginning on the date that is Thirteen months
immediately following such Option's respective grant date.

                   (D) Notwithstanding the provisions of Sections 3.02(b)(ii)(A)
through (C) above to the contrary, Initial and Bonus Options shall become fully
exercisable (if not already fully exercisable) on the first day on which the
twenty-trading-day-average closing market price of a share of Common Stock
equals, or exceeds two hundred percent (200%) of its market value on the date of
the grant of such option.


               (iii) Options may be transferred by Executive, in whole or in
part:

                   (A) gratuitously to any "family member" as such term is
currently defined in Section (A)(1)(a)(5) of the General Instructions to
Securities Exchange Commission Form S-8 (the "S8 Section");

                   (B) in any transfer described in clause (ii) of such S8
Section;

                   (C) by will; and

                   (D) by the laws of descent and distribution.

               (iv) Executive may elect, on six (6) month's notice to the
Company, to defer gains realized upon (or in connection with) exercise of any
Option, consistent with limitations necessary to avoid any charge to the
Company's earnings or to defer taxation.

               (v) Securities received on exercise of any Option shall be, and
shall remain fully registered on Form S-8 or qualified (both for issuance and
resale) under applicable federal and state securities laws to the extent such
securities are listed, or qualified for trading, on a national securities
exchange or national market system.

               (vi) On any merger, consolidation, reorganization,
recapitalization, spin-off, combination, share exchange, liquidation,
distribution of securities or other property in respect of shares or other
securities (other than ordinary cash dividends) of the Company, or other change
in corporate structure or capitalization affecting the rights or value of the
securities subject to an Option, the Board shall make such appropriate
adjustments as it shall determine, reasonably and in good faith, in the

                                       10
<PAGE>

number and/or kind of securities subject to the Option and/or in the exercise
price and/or in its other terms and conditions, and/or shall make appropriate
provision(s), reasonably and in good faith, for supplemental payments of cash,
securities and/or other property, so as to avoid substantial dilution or
enlargement of the rights and economic value represented by the Options.

          (c) Notwithstanding the provisions of Section 3.02(b) above, Executive
shall be eligible to receive additional equity in the form of stock options or
otherwise and other long-term incentive awards during the Term at levels and on
terms and conditions consistent with both her positions and with corresponding
awards (if any) to other senior executives of the Company.

          (d) Notwithstanding any provision herein to the contrary, an Option
shall in all events comply with the terms of the stock option plan under which
the Option was granted.

     3.03 Reimbursement of Expenses and Certain Other Benefits.
          ----------------------------------------------------

          (a)  The Company shall promptly reimburse Executive for reasonable
business expenses incurred on behalf of the Company in accordance with the
Company policy for senior Executives upon presentation of appropriate receipts.

          (b) Commencing no later than January 1, 2001, Executive shall be
entitled to participate in a deferred compensation program under which Executive
may defer salary, annual bonuses and other cash compensation payments.

          (c) During the term of this Agreement, Executive shall be entitled to
four (4) weeks of paid vacation per annum subject to the Company's vacation
policies, if any, for senior executives, to be taken at such times and intervals
as shall be determined by the Executive, subject to the reasonable business
needs of the Company.  In the event that any portion of such four (4) weeks of
paid vacation are not used by Executive in any annual period, the Executive
shall be entitled to carry forward such unused vacation time in accordance with
the Company's policies.

          (d) The Company shall provide on Executive's behalf Directors and
Officers insurance coverage during the Term hereof and for the period of six (6)
years immediately following the expiration or sooner termination of the Term on
terms no less favorable than those applying to any other present or former Board
member or officer of the Company.

          (e) In addition to the perquisites described in Section 3.03(a)
through 3.03(d) above, Executive shall participate in any other perquisites as
are generally made available to other senior executives, in each case at a level
and on terms and conditions consistent with her position and no less favorable
than those provided to other senior executives.

                                       11
<PAGE>

     3.04 Benefits. In addition to the compensation payable to Executive
          --------
pursuant to Section 3.01 and Section 3.02 above and the perquisites provided to
Executive in accordance with Section 3.03 above, Executive shall participate in
any Benefits (as defined in this Section 3.04 below) which the Company from time
to time may offer to or provide for its senior Executives in each case at a
level, an on terms and conditions, consistent with her positions and no less
favorable that those provided to any other senior executive. For purposes of
this Agreement, "Benefits" shall mean all the benefits approved by the Board
from time to time and established by the Company for the benefit of Executives
generally and/or for senior Executives of the Company as a class, which may
include, but not be limited to, retirement, deferred compensation and savings
plans, medical, dental, vision, prescription drug and hospitalization plans,
life insurance, short- and long-term disability programs, accidental death and
dismemberment protection and travel accident insurance. Benefits paid to
Executive shall not be deemed to be in lieu of other compensation to Executive
hereunder as described in this Section 3.

     3.05 Taxes. Executive recognizes that the compensation, benefits and other
          -----
amounts provided by the Company under this Agreement may be subject to federal,
state or local income taxes. It is expressly understood and agreed that all such
taxes shall be the responsibility of Executive. To the extent that federal,
state or local law requires withholding of taxes on compensation, benefits or
other amounts provided under this Agreement, the Company shall withhold the
necessary amounts from the amounts payable to Executive under this Agreement.


  4. Ownership of and Rights to Proprietary Information.
     --------------------------------------------------

     4.01 Executive hereby agrees to assign and does assign to the Company all
of Executive's right, title and interest in any and all proprietary information
discovered, conceived, developed, created or reduced to practice by Executive
personally or jointly with others in the course of performing services under
this Agreement. Executive agrees to disclose to the Company the existence of all
such proprietary information, and further agrees to execute and deliver promptly
all proper papers and perform all proper legal acts which the Company deems
necessary or desirable to vest in the Company all of Executive's right, title
and interest in and to such proprietary information, to enable the Company to
file patent applications, and obtain and maintain Letters Patent with respect to
patentable material and to enable the Company to confirm or perfect its rights
in copyrightable material. Executive agrees that all proprietary information
which is subject to United States Copyright Law is a "work made for hire," and
in the event that it is determined that any such work is deemed not to be a work
made for hire, the foregoing assignment and agreement to assign shall apply.

     4.02 The Company agrees that it shall have no right, title or interest in
any proprietary information for which no equipment, supplies, facility or trade
secret information of the Company was used, and which was developed entirely
apart from the services performed by Executive under this Agreement, and which
does not relate to or result from Executive's work under this Agreement.
Executive represents that, except as

                                       12
<PAGE>

disclosed to the Company in writing as of the date hereof and attached hereto,
all material created or submitted by Executive for or to the Company (excluding
any material which is assigned by the Company to Executive for preparation)
shall not be subject to an obligation of confidentiality in favor of, or
infringe upon or violate any rights of any third person, including but not
limited to any right or interest in any copyright, patent or trade secret
rights.

     4.03 "Proprietary information," for purposes of this Agreement, includes
but shall not be limited to any trade secret (as defined in the Uniform Trade
Secrets Act), any inventions, improvements and ideas, whether or not patentable,
or know-how relating thereto, any material which is protected by copyright and
any other Confidential Information (as defined in Section 5.02(c) below).

  5. Competition and Confidentiality.
     -------------------------------

     5.01 Competition. Executive agrees that her services hereunder are of a
          -----------
special, unique, extraordinary and intellectual character, and her position with
the Company places her in a position of confidence and trust with the clients
and employees of the Company. Executive acknowledges that the rendering of
services to the clients of the Company necessarily requires the disclosure to
Executive of confidential information and trade secrets of the Company (such as,
without limitation, proprietary software programs, marketing plans, media plans,
budgets, corporate policies, client preferences and policies, and the identity
of appropriate personnel of clients with sufficient authority to influence a
shift in suppliers). The parties hereto agree that in the course of Executive's
employment with the Company, Executive has and shall continue to develop a
personal relationship with the Company's clients and a knowledge of those
clients' affairs and requirements, and that the relationship of the Company with
its established clientele shall therefore be placed in Executive's hands in
confidence and trust. Executive consequently agrees that it is reasonable and
necessary for the protection of the trade secrets, goodwill and business of the
Company that Executive make the covenants contained herein. Accordingly,
Executive agrees that while he is in the employ of the Company and for a six (6)
month period after the expiration or sooner termination of the Term pursuant to
Sections 2.02 and 2.04, he shall not except on behalf of the Company, directly
or indirectly, and regardless of the reason for her ceasing to be employed by
the Company:

          (a) attempt in any manner to solicit from any client business of the
type performed by the Company or to persuade any client to cease to do business
or to reduce the amount of business which any such client has customarily done
or is reasonable expected to do with the Company, whether or not the
relationship between the Company and such client was originally established in
whole or in part through her efforts; or

          (b) solicit to employ any employee or exclusive consultant who is then
or at any time during the preceding twelve months was an employee of

                                       13
<PAGE>

or exclusive consultant to the Company, or persuade or attempt to persuade any
employee of or exclusive consultant to the Company to leave the employ of the
Company or to become employed as an employee or retained as a consultant by
anyone other than the Company; or

          (c) render to or for any client any services of the type rendered by
the Company.

As used in this Section 5.01, the "Company" shall include subsidiaries of the
Company and the term "client" shall mean (1) anyone who is a client of the
Company on the date of expiration or sooner termination of the Term hereof or,
if Executive's employment shall not have terminated, at the time of the alleged
prohibited conduct (the "Determination Date"); (2) anyone who was a client of
the Company at any time during the one year period immediately preceding the
Determination Date; and (3) any prospective clients to whom the Company had made
a new business presentation at any time during the one year period immediately
preceding the Determination Date.

    5.02  Confidentiality.
          ---------------

          (a) Executive shall not, during the Term and thereafter, disclose
confidential information of the Company (other than to an Executive of the
Company or to a person to whom disclosure is reasonably necessary or appropriate
in connection with the performance by Executive of services hereunder) and shall
not use confidential information of the Company for any purpose beyond the
performance of services under this Agreement without the prior written consent
of the Company. Executive shall have no obligation hereunder to keep
confidential any confidential information if and to the extent disclosure of any
thereof is specifically required by law; provided, however, that in the event
disclosure is required by applicable law, Executive shall provide the Company
with prompt notice of such requirement, prior to making any disclosure, so that
the Company may seek an appropriate protective order. All confidential
information shall remain the property of the Company. Upon expiration or sooner
termination of the Term hereof, Executive shall return to the Company all
documents, records, plans, designs, notebooks and other evidences, including all
copies thereof, of information, including proprietary information or
confidential information, obtained by Executive during her employment.

          (b) "Confidential information," for purposes of this Agreement shall
mean all information maintained in confidence by the Company. It includes, but
is not limited to, all information that derives independent economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable through proper means by, other persons who can derive economic
value from its disclosure or use. It includes, but is not limited to,
proprietary information and information relating to such business matters as
research and development, manufacturing processes, management systems and
techniques, the identity and profiles of customers and suppliers and sales and
marketing plans and information. Such information may be marked as confidential
or proprietary, or received under circumstances reasonably interpreted as
imposing an obligation of confidentiality. Such information does not lose its
status as confidential

                                       14
<PAGE>

information merely because it was known by a limited number of persons or
entities other than Executive or because it was not entirely originated by the
Company. Confidential information does not include information which Executive
can show is or becomes generally available to the public without fault of
Executive, or which is obtained without restriction on publication or use from a
third party having the right to disclose the same. Executive acknowledges that
the confidential information of the Company is a valuable, special and unique
asset of the Company, and that any disclosure of such confidential information
may be materially damaging to the Company.

     5.03 (a) The parties acknowledge that the type and periods of restriction
imposed in the provisions of Sections 5.01 and 5.02 above are fair and
reasonable and are reasonably required for the protection of the Company and the
goodwill associated with the business of the Company; and that the time, scope,
geographic area and other provisions of Sections 5.01 and 5.02 have been
specifically negotiated by sophisticated commercial parties, it being understood
that the clients of the Company may be serviced from any location and
accordingly it is reasonable that the restrictive covenants set forth herein are
not limited by narrow geographic area but generally by the location of such
clients and potential clients. Executive specifically acknowledges that her
being restricted from servicing clients and prospective clients as contemplated
by this Agreement shall not prevent her from being employed or earning a
livelihood in the type of business conducted by the Company.

          (b) If any of the covenants in Sections 5.01 or 5.02 above, or any
part thereof, is hereafter construed to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants, which shall be
given full effect, without regard to the invalid portions.  If any of the
covenants contained in Sections 5.01 or 5.02, or any part thereof, is held to be
unenforceable because of the duration of such provision or the area covered
thereby, the parties agree that the court or arbitrator making such
determination shall have the power to reduce the duration and/or areas of such
provision and, in its reduced form, such provision shall then be enforceable.
The parties hereto intend to and hereby confer jurisdiction to enforce the
covenants contained in Sections 5.01 and 5.02 above upon the courts of any state
or other jurisdiction within the geographical scope of such covenants in which a
breach or alleged breach of a covenant contained in Section 5.01 or 5.02 has
been alleged to have occurred.  In the event that the courts of any one or more
of such states or other jurisdictions shall hold such covenants wholly
unenforceable by reason of the breadth of such scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the right of the Company to the relief provided above in the courts of
any other states or other jurisdictions within the geographical scope of such
covenants, as to breaches of such covenants in such other respective states or
other jurisdictions, the above covenants as they relate to each state or other
jurisdiction being, for this purpose, severable into diverse and independent
covenants.  Notwithstanding anything set forth to the contrary express or
implied in this Section 5.03(b), nothing set forth in this Section 5.03(b) is
intended to limit, in any manner, the provisions of Section 7.03.

                                       15
<PAGE>

  6. Equitable and Other Remedies. If Executive commits a breach, or is about
     ----------------------------
to commit a breach, of any of the provisions of Sections 4 or 5 above, the
Company shall have the right to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company. In addition the Company may take all such other
actions and remedies available to it under law or in equity and shall be
entitled to such damages as it can show it has sustained by reason of such
breach.

  7. Miscellaneous.
     -------------

     7.01 Survival. Executive's duties under Sections 4, 5 and 6 shall survive
          --------
termination of Executive's employment with the Company to the extent provided
under such Section.

     7.02 Assignment. This Agreement and the rights and obligations of the
          ----------
parties hereto shall bind and inure to the benefit of any successor or
successors of the Company by way of reorganization, or merger and any assignee
of all or substantially all of its business and properties, but, except as to
any such successor or assignee of the Company, neither this Agreement nor any
rights or benefits hereunder may be assigned by the Company or by Executive.

     7.03 Interpretation. In case any one or more of the provisions contained in
          --------------
the Agreement shall be held to be invalid, illegal or unenforceable in any
respect, for any reason, such invalidity, illegality or unenforceability shall
not affect the other provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein. If, moreover, any one or more of the provisions contained in
this Agreement shall be held to be excessively broad, for any reason, it shall
be construed by limiting and reducing it so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.

     7.04 Notices. Any notice which the Company is required or may desire to
          -------
give to Executive shall be given by personal delivery, established overnight
courier service requiring signature for receipt or registered or certified mail,
return receipt requested, addressed to Executive at Executive's address of
record with the Company or at such other place as Executive may from time to
time designate in writing. Any notice which Executive is required or may desire
to give to the Company hereunder shall be given by personal delivery,
established overnight courier service requiring signature for receipt or by
registered or certified mail, return receipt requested, addressed to the General
Counsel of the Company at its principal office, or at such other office as the
Company may from time to time designate in writing. The date of personal
delivery, deposit with courier or the date of mailing such notice shall be
deemed to be the date of delivery thereof.

     7.05 Arbitration. Any dispute, controversy or claim between the parties
          -----------
arising out of this Agreement shall be settled by expedited arbitration
conducted in New

                                       16
<PAGE>

York City in accordance with the American Arbitration Association National Rules
for the Resolution of Employment Disputes (the "Rules") and the laws of the
State of New York. In the event that a party requests arbitration, it shall
serve on the other party (the "Non-Requesting Party") a written demand for
arbitration stating the substance of the controversy, dispute or claim, the
contention of the party requesting arbitration and the name and address of the
arbitrator appointed by it. The Non-Requesting Party, within twenty (20) days of
such demand, shall accept the arbitrator or appoint a second arbitrator and
notify the other party of the name and address of this second arbitrator so
selected, in which case the two arbitrators shall appoint a third. The decision
or award of the single arbitrator or, in the case of three arbitrators, the
decision or award of any two arbitrators, shall be final and binding upon the
parties. In the event that the two arbitrators fail in any instance to appoint a
third arbitrator within twenty (20) days of the appointment of the second
arbitrator, either arbitrator or any party to the arbitration may apply to the
American Arbitration Association for appointment of the third arbitrator in
accordance with the Rules. Should the Non-Requesting Party (upon whom a demand
for arbitration has been served) fail or refuse to accept the arbitrator
appointed by the other party or to appoint an arbitrator within twenty (20)
days, the single arbitrator shall have the right to decide alone, and such
arbitrator's decision or award shall be final and binding upon the parties. The
decision of the arbitrator or arbitrators shall be in writing and shall set
forth the basis therefor. The parties shall abide by all awards rendered in the
arbitration proceedings, and all such awards may be enforced and executed upon
in any court having jurisdiction over the party against whom enforcement of such
award is sought. The Company shall pay all administrative charges, arbitrator's
fees, reasonable legal fees and other related expenses of the arbitration (the
foregoing fees and expenses are collectively referred to herein as "Arbitration
Costs"), provided, however, that Executive shall reimburse the Company for all
Arbitration Costs to the extent that her claims and defenses are found to lack
any reasonable basis. The foregoing, however, shall not limit the right of
either party to seek equitable relief from any court of competent jurisdiction
as more particularly described in Section 6 above or otherwise. For the purposes
hereof, Executive hereby submits to the jurisdiction of the federal and state
courts in New York and notice of demand, process and/or summons in connection
with legal proceedings, may be served upon Executive by registered or certified
mail in accordance with Section 7.04 with the same effect as if personally
served.

     7.06 Waiver. If either party should waive any breach of any provisions of
          ------
this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provisions of this
Agreement.

     7.07 Withholding. All payments made by the Company under this Agreement
          -----------
shall be reduced by any tax or other amounts required to be withheld by the
Company under applicable law.

     7.08 Complete Agreement and Amendments. This Agreement is the entire
          ---------------------------------
agreement of the parties hereto with respect to the subject matter hereof. This
Agreement may not be amended, supplemented, canceled or discharged except by
written instrument executed by both parties hereto.

                                       17
<PAGE>

     7.09 Applicable Law. This Agreement has been negotiated in, and shall be
          --------------
governed by the internal laws of the State of New York.

     7.10 Headings. The headings of the sections hereof are inserted for
          --------
convenience only and shall not be deemed to constitute a part hereof or to
affect the meaning thereof.

     7.11 Expectations Regarding Employment and Service as Officer or Director.
          --------------------------------------------------------------------

          (a) The Company and Executive agree that this Agreement expresses all
of the expectations between Executive and the Company regarding the term of
Executive's employment and Executive's and the Company's right to terminate that
employment and supersedes all other prior agreements whether written or oral
relating to the Executive's employment. Without limiting the foregoing,
Executive acknowledges that the Company, in its sole discretion, may decline in
the future to renew her Employment upon termination of this Agreement for any
reason.

          (b) Executive confirms that Executive has reviewed this Agreement
carefully and understands it. Executive further confirms that Executive has
consulted with or been afforded ample opportunity to consult with legal counsel
representing Executive concerning this Agreement and any other agreements
between or among Executive and the Company.

    IN WITNESS WHEREOF, the parties have hereunto set their hand as of the date
first set forth above.



-------------------------------------
Susan Murphree (the "Executive")


RAZORFISH, INC.

BY:
    ---------------------------------

ITS:
     --------------------------------

                                       18
</TEXT>
</DOCUMENT>
