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                                                                 EXHIBIT 10.7(e)


                                FREEMARKETS, INC.
                SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
                                GRANT CERTIFICATE

This Grant Certificate, dated February 7, 2001, evidences the grant of an option
(the "Option") pursuant to the provisions of the Second Amended and Restated
Stock Incentive Plan (the "Plan") of FreeMarkets, Inc. (the "Company") to the
individual whose name appears below (the "Participant"), covering the specific
number of shares ("Shares") of Common Stock of the Company, par value $.01 per
share ("Common Stock") set forth below, pursuant to the provisions of the Plan
and on the terms and conditions set forth below. Defined terms used in this
Grant Certificate and not otherwise defined herein shall have the meanings set
forth in the Plan.

1.    Name of Participant: Ray Lane

2     Number of Shares subject to the Option: One Million Shares

3.    Exercise price per Share subject to the Option: Closing price of a share
      of Common Stock on February 7, 2001

4.    Date of grant of the Option: February 7, 2001

5.    Exercise Period: February 7, 2001 through February 6, 2011 (subject to
      Section 9 hereof)

6.    Type of option: Nonqualified Stock Option

7.    Vesting: The Option shall vest in equal monthly installments beginning on
      March 7, 2001 and ending on March 7, 2003, provided that Participant is
      serving as a member of the Board of Directors of the Company (the "Board")
      on the applicable vesting date. Once a vesting date has occurred, the
      vested portion of the Option may be exercised at any time and from time to
      time by the Participant during the Exercise Period. The unvested portion
      of the Option may be exercised at any time and from time to time by the
      Participant during the Exercise Period in exchange for the issuance of
      Restricted Stock which shall be subject to repurchase by the Company for
      the Exercise Price. The Company's right to repurchase Restricted Stock
      shall lapse in equal monthly installments corresponding to the vesting
      dates applicable to the Option.

8.    Payment: Full payment for Shares purchased upon exercise of the Option
      shall be made at the time of exercise, in either cash or by the delivery
      of a promissory note (the "Note") providing for interest at the
      "Applicable Federal Rate" as defined in the Code. The principal amount of
      the Note, together with accrued interest, shall be payable in a lump sum
      on the earlier of (i) the date of termination of Participant's service as
      a member of the Board; (ii) the sale of Shares which have been paid for
      pursuant to the delivery of the Note, provided that in the case of a sale
      of less than all of such Shares, the principal amount and accrued interest
      which is due shall be calculated by multiplying the original total
      principal amount by a fraction, the numerator of which is the number of
      Shares being sold and the denominator of
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      which is the total number of Shares purchased upon exercise of the Option,
      and each such payment of principal shall be accompanied by interest
      accrued on the portion of the principal being repaid; or (iii) three years
      from the date of such exercise. The Participant shall also remit to the
      Company at the time of exercise, if requested by the Company, an amount
      sufficient to satisfy any withholding tax obligations of the Company that
      arise in connection with such exercise.

9.    Termination of Option: All rights to exercise the Option shall terminate
      on the first to occur of:

      a.    February 6, 2011;

      b.    Sixty days following the termination of Participant's service as a
            member of the Board; or

      c.    Upon the occurrence of a Change of Control, if so determined by the
            Board, and subject to Section 10 hereof.

10.   Change of Control: The Option shall automatically accelerate and become
      exercisable in full immediately prior to the effective date of a Change of
      Control, and any repurchase rights of the Company with respect to
      Restricted Stock acquired by Participant upon exercise of the Option shall
      lapse upon the effective date of a Change of Control. Any Options that are
      not so exercised will terminate effective upon a Change of Control unless
      otherwise provided in the agreements applicable to such Change of Control.

11.   In consideration for the grant of the Option, the Participant agrees to
      (i) become a member of the Board, effective February 7, 2001, (ii) stand
      for reelection to the Board at the 2001 Annual Meeting of the Stockholders
      of the Company and to continue to serve as a member of the Board for the
      term expiring at the 2004 Annual Meeting of the Stockholders of the
      Company, and (iii) abide by the conflict of interest and other guidelines
      for Board members established by the Board.

The Participant hereby acknowledges receipt of a copy of the Plan as presently
in effect. All of the terms and conditions of the Plan are incorporated herein
by reference (including but not limited to capitalized terms not otherwise
defined herein), and the Option is subject to such terms and conditions in all
respects except as specifically set forth herein. This Grant Certificate and the
Plan constitute the entire agreement of the parties with respect to the subject
matter hereof, and supersede any prior written or oral agreements.


Accepted and Agreed:                      FreeMarkets, Inc.


/s/ Ray Lane                              By:  /s/ Glen Meakem
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Ray Lane                                  Name: Glen Meakem
                                          Title: Chief Executive Officer




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