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                                                                    Exhibit 10.4


[VERTICALNET LOGO]


February 19, 2002

Kevin McKay
3595 Byron Drive
Doylestown, PA 18901

Dear Kevin:

Congratulations! I am pleased to confirm your Verticalnet, Inc. Option grant and
Restricted Stock Unit grant.

1.    You shall be granted the option to purchase 1,750,000 Verticalnet, Inc.
shares of common stock, subject to the vesting schedule set forth below and at a
price per share equal to the last trade on NASDAQ on the date listed below. This
Option will be granted on the terms set forth below pursuant to the Employment
Agreement between you and the Company dated as of February 19, 2002 and
Verticalnet, Inc.'s 2000 Equity Compensation Plan.

      Grant Date:  02/19/02
      Share Amount: 1,750,000
      Exercise Price: $0.89 per share
      Vesting Schedule: 25% of the Share Amount will vest every 6 months.

2.    You are hereby granted 250,000 Restricted Stock Units equivalent to the
same number of shares of common stock of Verticalnet, Inc., subject to vesting.
You may exercise these at a price per unit of $0.01. These units are granted to
you on the terms set forth below pursuant to the Employment Agreement between
you and Verticalnet, Inc. as of February 19, 2002 and Verticalnet, Inc.'s 2000
Equity Compensation Plan, as augmented by the attached Restricted Stock Units
Addendum.

      Grant Date:  02/19/02
      Number of Restricted Stock Units: 250,000
      Purchase Price of Common Stock: $0.01 per unit
      Vesting Schedule: 12.5% of the Number of Restricted Stock Units every 3
      months.

Our stock plan administrator is AST Stock Plan. You will receive an e-mail from
them within a month of receiving your grants. This e-mail will include
instructions for accessing the AST website and activating your grant. Once you
activate your grants, you will be able to view information about your grants via
the web.

If you have any questions concerning this or any other information, please feel
free to contact me at 215-315-3745.

Sincerely,



Mark C. Wallace
Compensation Analyst
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                         THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                                      SECURITIES THAT HAVE BEEN REGISTERED UNDER
                                                      THE SECURITIES ACT OF 1933


                         RESTRICTED STOCK UNITS ADDENDUM

Set forth below is a description of the Restricted Stock Units granted under the
Verticalnet, Inc. 2000 Equity Compensation Plan (the "Plan"). These units are
not Restricted Stock Awards as described in the Plan. Rather, they are a method
of tracking Restricted Stock Awards that have been deferred under the Plan
through an account set up in your name. The terms of the Plan and this Addendum,
to the extent not inconsistent with the Plan, will govern your Restricted Stock
Units.

ELECTION FORM. In order to elect when and how your Restricted Stock Units will
be converted into shares of Verticalnet, Inc. (the "Company") common stock (the
"Common Stock") and distributed to you, you must complete the attached
Restricted Stock Unit Election Form and return it to the Director of Human
Resources. You should be aware that the elections you make on the election form
are generally irrevocable except as otherwise indicated under the POSTPONEMENT
OF DISTRIBUTIONS, HARDSHIP DISTRIBUTIONS, AND ACCELERATED DISTRIBUTIONS sections
of this Addendum. We encourage you to read the Plan and this Addendum carefully
and consult with your tax advisor before completing the attached Election Form.

DISTRIBUTIONS. On the distribution date or dates that you select (on the
attached Restricted Stock Unit Election Form), the Company will distribute to
you (or your beneficiary, in the event of your death) a number of shares of
Common Stock equal to the number of vested Restricted Stock Units that are
credited to your account in exchange for a payment, at that time, of $.01 per
share of Common Stock.

POSTPONEMENT OF DISTRIBUTIONS. Although the election as to when you receive your
distribution is generally irrevocable, you can elect to postpone any scheduled
distribution as long as you make the election to postpone at least 13 months in
advance of the scheduled distribution.

HARDSHIP DISTRIBUTIONS. If the Company's Compensation Committee determines, in
its sole discretion, that you have encountered an unforeseeable hardship you may
withdraw as many shares of Common Stock as necessary to alleviate your hardship
by converting up to the full number of vested Restricted Stock Units that are
credited to your account. For this purpose, an unforeseeable hardship is an
unexpected need for cash arising from illness, casualty loss, sudden financial
reversal, or another unforeseeable occurrence.

ACCELERATED DISTRIBUTIONS. If you are willing to forfeit 10% of the shares that
you withdraw, then you may take a distribution at any time of a number of shares
of Common Stock equal to all or a portion of the number of vested Restricted
Stock Units that are credited to your account, less the number of forfeited
shares.

DEATH. If you die before your Restricted Stock Units have been fully
distributed, the beneficiary designated on your Restricted Stock Unit Election
Form will receive a distribution of a number of shares of Common Stock equal to
the remaining vested Restricted Stock Units that are credited to your account as
soon as administrative practicable after your death. If your beneficiary
predeceases you or if, for some reason, you have not designated a beneficiary,
your Restricted Stock Units will be paid to your surviving spouse, or, if none,
your estate.

CHANGE OF CONTROL. If the Company experiences a change of control (as defined in
the Plan), all of your unvested Restricted Stock Units will become vested and
you will receive immediately a single distribution of a number of shares of
Common Stock equal to the number of Restricted Stock Units that are credited to
your account.

DIVIDENDS. When the Company distributes a cash dividend on the Common Stock, it
will pay to you cash in an amount equal to the dividend you would have received
if your Restricted Stock Units were actual shares of the Common Stock.
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TAX TREATMENT. You will not have to recognize income for Federal income tax
purposes on your Restricted Stock Units until you receive a distribution of
Common Stock in satisfaction of your Restricted Stock Units. At that time, the
then fair market value of the shares distributed to you will be included in your
ordinary income for Federal income tax purposes. This amount will constitute
your "tax basis" in those shares. Upon a subsequent sale of the shares of the
Common Stock distributed to you, you will realize capital gain or loss
(long-term or short-term, depending on the length of time the shares were held
after distribution) in an amount equal to the difference between your tax basis
in the shares and the selling price. Any cash that you receive as a result of
dividends paid on the Restricted Stock Units under this Addendum will be
ordinary income for Federal income tax purposes at the time that you receive it.
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                                VERTICALNET, INC.
                       RESTRICTED STOCK UNIT ELECTION FORM

1. TIME OF DISTRIBUTION

I hereby IRREVOCABLY elect to have shares of Verticalnet, Inc. Common Stock
representing any vested Restricted Stock Units granted to me on ________________
commence to be distributed to me on:

[ ]   My termination from employment with Verticalnet, Inc. or its affiliates.

[ ]   ______________.  [Enter a date no sooner than December 31, 2005]

[ ]   The earlier of my termination from employment with Verticalnet, Inc. or
      its affiliates or _________________ [Enter a date no sooner than December
      31, 2005].

2. FORM OF DISTRIBUTION

I hereby IRREVOCABLY elect to have shares of Verticalnet, Inc. Common Stock
representing any vested Restricted Stock Units granted to me on ________________
paid to me in the following form:

[ ]   In a single distribution at the distribution time selected above.

[ ]   In substantially equal annual installments over a period of _________
      years (not more than 5) with the first installment being made at the
      distribution time selected above and the remaining installments being made
      on each anniversary date thereof until payment is completed.

3. BENEFICIARY DESIGNATION

      Beneficiary to whom payment is to be made (as above specified) in the
event of my death before receiving payment of all of my vested Restricted Stock
Units:


         ____________________________           ____________________________
                     Name                                 Address


      Contingent Beneficiary to whom payment is to be made (as above specified)
in the event of my death before receiving payment of all of my vested Restricted
Stock Units if the Beneficiary listed above dies before shares representing all
of my vested Restricted Stock Units are distributed.


         ____________________________           ____________________________
                     Name                                 Address


      This election supersedes any prior election I have made under the Plan.
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4. EMPLOYEE SIGNATURE

By signing this Election Form, you accept the Restricted Stock Units described
in the attached materials and agree to be bound by the terms and administrative
provisions as set forth in the attached materials and the Verticalnet, Inc. 2000
Equity Compensation Plan (the "Plan"), and you further agree that all the
decisions and determinations of the Committee (as defined in the Plan) shall be
final and binding.

________________________________________               Date:____________________
Kevin McKay


________________________________________________________________________________
EMPLOYER USE ONLY

Receipt Acknowledged by:  ______________

Title:__________________________________               Date:____________________