EX-10.1






SETTLEMENT AND RELEASE AGREEMENT




THIS AGREEMENT is made this 27th day of January, 2005, by and between the
Commonwealth of Pennsylvania, acting by and through the Department of Community and Economic
Development (“DCED”) and Verticalnet, Inc., a business corporation (“Verticalnet”) and Atlas
Commerce, Inc. (“Atlas”).



WITNESSETH:




WHEREAS, DCED provides Opportunity Program Grants to businesses willing to meet certain
criteria regarding business development and operations within the Commonwealth of Pennsylvania; and



WHEREAS, pursuant to an Opportunity Program Grant agreement no. 20-168-0018 (“the Verticalnet
Agreement”), DCED agreed to provide the sum of $1,000,000.00 to Verticalnet, L.L.C., in
consideration for the performance of certain business development criteria; and




WHEREAS, Verticalnet, L.L.C. received $1,000,000.00 pursuant to the Verticalnet Agreement; and



WHEREAS, pursuant to an Opportunity Program Grant agreement no. 20-168-0083 (“the Atlas
Agreement”), DCED agreed to provide the sum of $600,000.00 to Atlas Commerce, Inc., which was
merged into Atlas, in consideration for the performance of certain business development criteria;
and




WHEREAS, Atlas Commerce, Inc. received $600,000.00 pursuant to the Atlas Agreement; and



WHEREAS, Verticalnet has assumed the obligations of Verticalnet, L.L.C. and Atlas Commerce,
Inc. under the foregoing agreements; and



WHEREAS, a dispute has arisen between DCED and Verticalnet regarding the foregoing Opportunity
Program Grant Agreements and DCED commenced an action against Verticalnet (PA DCED v.
Verticalnet LLC, Court of Common Pleas Montgomery County, Civil Action No. 03-12308.) (“DCED
Action”); and



WHEREAS, DCED, Verticalnet and Atlas have agreed to settle their disputes as hereinafter set
forth.



NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and
intending to be legally bound, the parties hereby agree as follows:




	 	1.	 	Verticalnet agrees to pay the sum of $400,000.00 in accordance with the terms and
conditions contained set forth as follows:






	 	a.	 	(i) The sum of $100,000.00 shall be paid on or before January 7,
2005; and






(ii) The balance shall be paid in three (3) equal quarterly installments of
$100,000 each, on April 1, July 1 and October 1 of 2005.




b. All payments shall be sent to the following address:




Department of Community & Economic Development


400 North Street, Fourth Floor


Harrisburg, PA 17120


Attn.: Charles Rees Brown, Office of Chief Counsel




	 	2.	 	Upon receipt of the final payment (“Final Payment”) required by paragraph 1, above,
DCED shall: (a) execute the form of Release attached as Exhibit A pursuant to which it
shall fully release and discharge Verticalnet and Atlas, their officers, directors and
affiliates from all rights, claims, debts and actions it may have arising from the
Verticalnet Agreement and the Atlas agreement; and (b) cause the DCED Action to be
dismissed with prejudice.






	 	3.	 	Upon making the Final Payment, Verticalnet and Atlas shall execute the form of
Release attached hereto as Exhibit B pursuant to which it shall fully release and
discharge DCED from all rights, claims, debts and actions it may have arising from the
Verticalnet Agreement and the Atlas Agreement.






	 	4.	 	Except as may be required by law, neither party shall disclose the existence or terms
of this Agreement without the prior consent of the other party.





IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have set their
hands and seals the first day above written:



	 	 	 
	WITNESS:

	 	DEPARMENT OF COMMUNITY &

ECONOMIC DEVELOPMENT







     




Scott D. Dunkelberger,


Chief Operating Officer



ATTEST: VERTICALNET, INC.



     




Name:


Title:



[Signatures continued on following page]





ATLAS COMMERCE, INC.




     


Name:


Title:



Approved as to form and legality



     


Office of Chief Counsel



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EXHIBIT “A”

GENERAL RELEASE




For and in consideration of the sum of Four Hundred Thousand Dollars ($400,000) the receipt
and sufficiency of which are hereby acknowledged, the Department of Community and Economic
Development, for itself and its successors and assigns (hereinafter called “Releasors”), hereby
releases, acquits, and forever discharges, and hereby does release, acquit, and forever discharge
Verticalnet, Inc. (“Verticalnet”) AND Atlas Commerce, Inc. and their respective affiliates,
successors and assigns (hereinafter, called “Releasees”), of and from all actions, causes of
action, claims, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments,
damages, and costs whatsoever in law or in equity concerning, related to, arising out of, or in any
way connected with the Opportunity Program Grant Agreements Nos. 20-168-0018 and 20-168-0083,
including the action captioned, PA DCED v. Verticalnet LLC, Court of Common Pleas
Montgomery County, Civil Action No. 03-12308, which Releasors, its successors, or assigns, shall,
or may have from the beginning of the world to the date of this General Release.



IN WITNESS WHEREOF, intending to be legally bound hereby, Releasors have executed this Release
this      day of      , 200     .



	 
	 

	DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMOENT

	 

	By:

	 








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EXHIBIT “B”

GENERAL RELEASE




FOR VALUE RECEIVED, Verticalnet, Inc. and Atlas Commerce, Inc., for themselves and their
successors and assigns (hereinafter called “Releasors”), hereby release, acquit, and forever
discharge, and hereby do release, acquit, and forever discharge the Department of Community and
Economic Development of the Commonwealth of Pennsylvania (“DCED”) its affiliates, successors and
assigns (hereinafter, called “Releasees”), of and from all actions, causes of action, claims,
suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, damages, and
costs whatsoever in law or in equity concerning, related to, arising out of, or in any way
connected with the Opportunity Program Grant Agreements Nos. 20-168-0018 and 20-168-0083 which
Releasors, its successors, or assigns, shall, or may have against Releasees from the beginning of
the world to the date of this General Release.



IN WITNESS WHEREOF, intending to be legally bound hereby, Releasors have executed this Release
this      day of      , 200     .



	 
	 

	VERTICALNET, INC.

	 

	By:








	 
	 

	ATLAS COMMERCE, INC.

	 

	By:

	 









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