EX-10.1






SECOND AMENDMENT




SECOND AMENDMENT, dated July 24, 2007, between Verticalnet, Inc., a Pennsylvania corporation
(the “Company”) and Nathanael Lentz (the “Employee”).



RECITALS




WHEREAS, the Company and the Employee previously entered into an employment agreement, dated
December 23, 2002, as amended on March 16, 2006 (the “Employment Agreement”), that sets
forth the terms and conditions of Employee’s employment with the Company;



WHEREAS, On June 1, 2007, the Company entered into that certain Stock and Warrant Purchase
Agreement (the “Purchase Agreement”) with certain investors (the “Investors”),
whereby the Company sold certain Class B Preferred Stock to the Investors;



WHEREAS, as a condition to entering into the Purchase Agreement, the Investors have requested
that the Employee and the Company agree to amend the Employment Agreement to provide (i) that the
Employee’s salary shall be reduced to $300,000 and (ii) that the Employment Agreement shall have a
term of two years from the closing of the Series B preferred stock financing, pursuant to the
Purchase Agreement;



WHEREAS, Section 15 of the Employment Agreement provides that the Employment Agreement may be
amended pursuant to a written amendment between the Employee and the Company; and



WHEREAS, the Employee and the Compensation Committee of the Board of Directors have agreed to
such an amendment.



NOW, THEREFORE, the Company and the Employee hereby agree that the Employment Agreement shall
be amended as follows:



1. Section 3 of the Employment Agreement is hereby amended by adding a new paragraph to the
end thereof to read as follows:



“Notwithstanding anything in this Employment Agreement to the contrary,
effective July 1, 2007, the Employment Term shall extend to June 1, 2009.
The Agreement shall renew for a one-year renewal term thereafter, unless
either the Employee or the Company gives the other party written notice of
nonrenewal within 180 days prior to the end of Employment Term.”



2. Section 4 of the Employment Agreement is hereby amended in is entirety to read as follows:




“(1) The Employee’s annual salary (the “Salary”) is payable in installments
when the Company customarily pays its officers (but no less often than twice per
month). Effective as of July 1, 2007, the Salary shall be $300,000. For purposes
of Sections 5 and 11(1) of this Agreement, the Employee’s Salary shall be deemed to
be the greater of $380,000 or the Employee’s then current Salary.




(2) Upon the closing of a Subsequent Financing (as defined in that certain Stock and
Warrant Purchase Agreement dated June 1, 2007 (the “Purchase Agreement”) by
and among the Company and certain investors), the Salary shall be $380,000.




(3) Upon the closing of a Subsequent Financing (defined in the Purchase Agreement)
or a Change of Control of the Company (as defined herein), the Company shall pay the
Employee the difference between (i) the portion of the Salary received by the
Employee during the period between July 1, 2007 and the closing of a Subsequent
Financing or a Change of Control of the Company, and (ii) the portion of Salary the
Employee would have received if the Salary had been $380,000 during such period.




(4) Subject to Section 4(1) above, the Board or the Compensation Committee may
review the Salary at any time, in its discretion, but not less frequently than once
a year.”



3. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified
and confirmed.



IN WITNESS WHEREOF, the Company and the Employee agree to the terms of the foregoing
Amendment, effective as of the date first written above.



VERTICALNET, INC.



	 	 	 
	By: /s/ Christopher G. Kuhn

	 	

	 

	 	

	Its: Vice President and General Counsel

	 	/s/Nathanael V. Lentz
	
 
	 	 
	
 
	 	Employee
	July 24, 2007

	 	July 24, 2007
	 

	 	 
	Date

	 	Date