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                                                                   EXHIBIT 10.21


                               CheMatch.com, Inc.
                        2900 NORTH LOOP WEST, SUITE 1120
                                HOUSTON, TX 77092


February 11, 2000

General Electric Company
One Plastics Avenue
Pittsfield, MA  01201

Ladies and Gentlemen:

         This letter will evidence our mutual understanding and agreement with
respect to the strategic alliance (the "Strategic Alliance") between
CheMatch.com, Inc., a Delaware corporation (the "Company") and General Electric
Company, a New York corporation, acting by and through its GE Plastics business
unit ("Purchaser").

1.       Purchase of Company Common Stock by Purchaser.
         ---------------------------------------------

          (a)  Purchaser hereby agrees to purchase 306,435 shares of the
               Company's common stock, par value $0.01 per share (the "Common
               Stock"), pursuant to a Stock Purchase Agreement (in the form
               attached hereto as Exhibit A) for $3064.35 in cash and the
               execution of a promissory note (the "Note") (in the form attached
               hereto as Exhibit B) in favor of the Company in aggregate
               principal amount of $1,997,956.20. 204,290 of the shares of
               Common Stock purchased by Purchaser will be subject to a Security
               Agreement (in the form attached hereto as Exhibit C).



2.       Other Obligations and Agreements.
         --------------------------------

          (a)  Neither party to this agreement may reference this agreement (or
               the transactions contemplated hereby) or the other party to this
               agreement in presentations, press releases, advertising,
               promotions or other published information or otherwise without
               the other party's prior written consent (which consent shall not
               be unreasonably withheld); provided, however, that either party
               may make such disclosure if in the reasonable opinion of such
               party's counsel such disclosure is required by law under the
               circumstances. Following the closing, the parties will work
               together to produce a mutually acceptable press release.

          (b)  The parties are entering into this Agreement and the transactions
               contemplated hereby on a non-exclusive basis and nothing in this
               Agreement or in any other agreement by and between the parties
               shall be construed to limit the ability of either party to enter
               into any transaction, including a transaction similar to that
               described herein, with any other party.

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          (c)  Each of the parties agrees that, without the other party's prior
               written consent in each instance, from the date hereof through
               December 31, 2002, it shall not (i) knowingly solicit for
               employment in its business or (ii) employ in its business any
               employee of the other party who became known, or hereafter
               becomes known, to such party in the course of the negotiation or
               performance of this Agreement. For purposes of this Paragraph,
               Purchaser's "business" shall be deemed to be the activities of
               the GE Plastics business unit.

          (d)  Purchaser shall use the Company trading platform on a good faith,
               preferred basis from the date hereof through December 31, 2001
               for any bulk commodity petrochemicals that it buys, trades,
               auctions, or reverse auctions using e-Commerce to the extent such
               products are then traded over the Company's system.

          (e)  Purchaser will agree to make reasonable business efforts to
               assist the Company in developing viable e-Commerce trading
               activity in specific contract-dominated markets where Purchaser
               is a significant buyer. These markets include, but are not
               limited to, cumene, phenol, butadiene, and acrylonitrile.

          (f)  Purchaser will promote the use of Company's trading platform to
               other entities by reasonable means, including, but not limited
               to, direct correspondence to a minimum of 20 new potential
               trading participants. Purchaser will provide a list of the
               companies, and the Company will review and agree to these, as
               soon as possible after the closing.

          (g)  Purchaser will agree to a reciprocal portal arrangement with the
               Company between the CheMatch.com and Purchaser's Global Supplier
               Network websites with the intent of generating a mutual referral
               channel.

          (h)  One of Purchaser's full time employees will devote at least 50%
               of his/her time to assist the Company's personnel in developing
               Purchaser's presence on the trading platform.

3.       Additional Undertakings
         -----------------------

          (a)  Unless otherwise restricted by any contract currently in effect,
               the Company will negotiate with Purchaser as a potential supplier
               of the credit insurance model to be used in future integrated
               e-Commerce transactions on the trading platform and shall provide
               Purchaser with the right to match any offers (a "third party
               offer") received by the Company for comparable services and to
               provide to the Company such services on the same terms as the
               third party offers.

          (b)  The Company will assign Purchaser a position on the CheMatch
               Industry Council for as long as the Company has such a Council.
               This Council will initially be comprised of CheMatch strategic
               investors and senior CheMatch management, and will act as an
               advisory committee.

          (c)  Purchaser shall have the right to nominate five (5) additional
               products for launching on the trading platform within 180 days of
               the closing hereof. If any or


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               all of these products are included on the Company trading
               platform, Purchaser agrees to commit good faith commercially
               reasonable efforts to assist in developing viable e-Commerce
               trading activity.

          (d)  The Company shall have the right to disclose the materials and
               volumes involved in transactions made by Purchaser over the
               trading platform for purposes of promoting or advertising the
               trading platform, provided that no disclosure of price terms,
               delivery locations, or Purchaser's identity will be permitted
               except with Purchaser's express prior written consent; provided,
               however, that the Company may make such disclosure if, in the
               reasonable opinion of such party's counsel, such disclosure is
               required by law under the circumstances.

4.       Miscellaneous.
         -------------

          (a)  The Strategic Alliance, this letter agreement and all
               documentation contemplated by this letter shall be governed by
               the laws of the State of Delaware, without regard to any conflict
               of laws principles.

          (b)  Each of Purchaser and the Company will bear its own costs and
               expenses of the preparation of the documentation and performance
               of the obligations set forth in this letter.

          (c)  With the exception of Section 2(c) which will survive until
               December 31, 2002, this Agreement shall continue until December
               31, 2001 after which time either party may terminate this
               Agreement on sixty (60) days written notice.



         If this letter correctly sets forth our understanding, please indicate
your acceptance by executing this letter in the space provided below.


                                            Very truly yours,



                                            CHEMATCH.com, INC.


                                            By: /s/ CARL D. MCCUTCHEON
                                                ----------------------------

                                            Name: Carl D. McCutcheon
                                                  -------------------------

                                            Title: Chairman, President and
                                                    Chief Financial Officer
                                                   -------------------------



ACCEPTED AND AGREED TO
THIS 11th DAY OF FEBRUARY, 2000:

GENERAL ELECTRIC COMPANY

By: /s/ GARY L. ROGERS
    ----------------------------------

Name: Gary L. Rogers
      --------------------------------

Title: President and Chief
        Executive Officer, GE Plastics
       -------------------------------


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