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                                                                 EXHIBIT 10.7(f)



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

This Grant Certificate, dated February 22, 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: Thomas J. Meredith

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 22, 2001

4.   Date of grant of the Option: February 22, 2001

5.   Exercise Period: February 22, 2001 through February 21, 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 22, 2001 and ending on March 22, 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 21, 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)
     continue to serve on the Board for his current term expiring in 2003 and to
     stand for reelection to the Board at the 2003 Annual Meeting of the
     Stockholders of the Company, (ii) continue to serve as a member of the
     Board for the term expiring at the 2006 Annual Meeting of the Stockholders
     of the Company, (iii) continue to serve as Chairman of the Audit Committee
     of the Board for such periods as he is requested by the Board to do so, and
     (iv) 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/ Thomas J. Meredith                  By: /s/ Glen T. Meakem
-----------------------------              -------------------------------
Thomas J. Meredith                      Name: Glen T. Meakem
                                        Title: Chief Executive Officer







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