EXHIBIT 10.5



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EXCHANGE AGREEMENT



dated as of July 22, 2003



by and between



VERTICALNET, INC.



and



STACEY B. CASE



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Relating to



51/4% Convertible Subordinated Debentures due 2004



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TABLE OF CONTENTS



|   |  |                                                             |  |                                            |  | Page
|-- |  | ----------------------------------------------------------- |  | ------------------------------------------ |  | ----
|   |  |                                                            
|1. |  | Definitions                                                 |  | 1                                         
|   |  |                                                            
|2. |  | Agreement to Exchange; Exchange Value                       |  | 3                                         
|   |  |                                                             | 
|   |  | (a)                                                         |  | Agreement to Exchange                      |  | 3   
|   |  | (b)                                                         |  | Closing                                    |  | 4   
|   |  | (c)                                                         |  | DWAC and DTC Delivery                      |  | 4   
|   |  |                                                            
|3. |  | Representations, Warranties, Covenants, Etc. of the Holder  |  | 4                                         
|   |  |                                                             | 
|   |  | (a)                                                         |  | Ownership of Securities                    |  | 4   
|   |  | (b)                                                         |  | Authority                                  |  | 4   
|   |  |                                                            
|4. |  | Representations, Warranties, Covenants, Etc. of the Company |  | 4                                         
|   |  |                                                             | 
|   |  | (a)                                                         |  | Organization and Authority                 |  | 5   
|   |  | (b)                                                         |  | Concerning the Shares                      |  | 5   
|   |  | (c)                                                         |  | Corporate Authorization                    |  | 5   
|   |  | (d)                                                         |  | Non-contravention                          |  | 5   
|   |  | (e)                                                         |  | Approvals, Filings, Etc.                   |  | 6   
|   |  | (f)                                                         |  | Information Provided                       |  | 6   
|   |  | (g)                                                         |  | SEC Filings                                |  | 6   
|   |  | (h)                                                         |  | Absence of Certain Changes                 |  | 6   
|   |  | (i)                                                         |  | Absence of Brokers, Finders, Etc.          |  | 6   
|   |  | (j)                                                         |  | Certain Securities Law Matters             |  | 6   
|   |  | (k)                                                         |  | No Integrated Offering                     |  | 6   
|   |  |                                                            
|5. |  | Covenants                                                   |  | 6                                         
|   |  |                                                             | 
|   |  | (a)                                                         |  | Exchange with Holders of Other Debentures  |  | 6   
|   |  | (b)                                                         |  | Principal Market Listing; Reporting Status |  | 7   
|   |  | (c)                                                         |  | State Securities Laws                      |  | 7   
|   |  |                                                            
|6. |  | Conditions to the Companys Obligation to Exchange          |  | 7                                         
|   |  |                                                            
|7. |  | Conditions to the Holders Obligations to Exchange          |  | 7                                         
|   |  |                                                            
|8. |  | Indemnification and Contribution                            |  | 8                                         
|   |  |                                                             | 
|   |  | (a)                                                         |  | Indemnification                            |  | 8   
|   |  | (b)                                                         |  | Contribution                               |  | 9   
|   |  | (c)                                                         |  | Other Rights                               |  | 9   
|   |  |                                                            
|9. |  | Miscellaneous                                               |  | 9                                         
|   |  |                                                             | 
|   |  | (a)                                                         |  | Governing Law                              |  | 9   
|   |  | (b)                                                         |  | Headings                                   |  | 9   
|   |  | (c)                                                         |  | Severability                               |  | 9   
|   |  | (d)                                                         |  | Notices                                    |  | 9   
|   |  | (e)                                                         |  | Counterparts                               |  | 10  
|   |  | (f)                                                         |  | Entire Agreement; Benefit                  |  | 10  
|   |  | (g)                                                         |  | Waiver                                     |  | 10  
|   |  | (h)                                                         |  | Amendment                                  |  | 10  
|   |  | (i)                                                         |  | Best Efforts                               |  | 10  
|   |  | (j)                                                         |  | Further Assurances                         |  | 10  
|   |  | (k)                                                         |  | Expenses                                   |  | 11  
|   |  | (l)                                                         |  | Termination                                |  | 11  



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TABLE OF CONTENTS

(continued)



|         |  |                                                                        |  |                                         |  | Page
|-------- |  | ---------------------------------------------------------------------- |  | --------------------------------------- |  | ----
|         |  | (m)                                                                    |  | Survival                                |  | 11  
|         |  | (n)                                                                    |  | Public Statements, Press Releases, Etc. |  | 11  
|         |  | (o)                                                                    |  | Construction                            |  | 11  
|         |  |                                                                       
|ANNEXES  |  |                                                                        |  |                                        
|         |  |                                                                       
|ANNEX I  |  | Form of Warrant                                                        |  |                                        
|ANNEX II |  | Form of Opinion of General Counsel to be Delivered on the Closing Date |  |                                        



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EXCHANGE AGREEMENT



THIS EXCHANGE AGREEMENT, dated as of July 22, 2003 (this Agreement), by and between VERTICALNET,
INC., a Pennsylvania corporation (the Company), and STACEY B. CASE (the Holder).



W I T N E S S E T H:



WHEREAS, the Holder is the owner of one or more Debentures (such capitalized term and all other capitalized terms used in this Agreement having the
meanings provided in Section 1);



WHEREAS, upon the
terms and subject to the conditions of this Agreement, the Holder wishes to exchange the Debentures with the Company for shares of Common Stock, Warrants to purchase shares of Common Stock and cash, and the Company wishes to issue shares of Common
Stock, Warrants and pay cash to the Holder in exchange for the Debentures; and



WHEREAS, the parties hereto intend that the shares of Common Stock to be issued in exchange for the Debentures be exempt from registration pursuant to Section 3(a)(9) of the 1933 Act;



NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1.Definitions.



(a)As used in this Agreement, the terms Agreement, Company and Holder shall have
the respective meanings assigned to such terms in the introductory paragraph of this Agreement.



(b)All the agreements or instruments herein defined shall mean such agreements or instruments as the same may from time to time be supplemented or
amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof and of this Agreement.



(c)The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the
terms defined):



Change of Control shall mean an
event or series of events as a result of which (i) any person (as such term is used in Section 13(d)(3) of the 1934 Act) acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction
or series of transactions, of shares of capital stock of the Company entitling such person to exercise more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in elections of directors of the Company
(the Voting Stock), other than any such acquisition by the Company, any subsidiary of the Company or any employee benefit plan of the Company and excluding the transactions contemplated hereunder and under similar agreements executed
with other holders of the Companys 51⁄4% Convertible Subordinated Debentures due 2004 and any equity financing that closes not more than 10 business days following the Closing Date; or (ii) the Company consolidates with or merges into any
other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the properties and assets of the Company to another person, other than (a) any such transaction
(x) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of capital stock of the Company and (y) pursuant to which holders of





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capital stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, more than 50% of the total voting power of the
Voting Stock of the continuing or surviving person immediately after such transaction and (b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock solely into shares of Common Stock of the surviving entity. Beneficial ownership will be determined in accordance with Rule 13d-3 under the 1934 Act.



Claims means any losses, claims, damages, liabilities or expenses (joint or several), incurred by a Person.



Closing Date means 12:00 noon, New York City time,
on July 23, 2003 or such other mutually agreed to time.



Common Stock means the Common Stock, par value $0.01 per share, of the Company.



Common Stock Equivalents means any warrant, option, subscription or purchase right with respect to shares of Common Stock, any security
convertible into, exchangeable for, or otherwise entitling the holder thereof to acquire, shares of Common Stock or any warrant, option, subscription or purchase right with respect to any such convertible, exchangeable or other security.



Debentures means $100,000 aggregate principal amount of the
Companys 51/4% Convertible Subordinated Debentures due 2004, owned by the Holder and registered in the
name of the Holder or its nominee.



DTC
means The Depository Trust Company.



Event of
Default shall have the meaning provided in the Indenture.



Exchange Consideration shall have the meaning provided in Section 2(a)(1).



Indemnified Person means the Holder and each of its affiliates and their respective officers, directors, stockholders and members and each
Person who controls the Holder within the meaning of the 1933 Act or the 1934 Act.



Indenture means the Indenture, dated as of September 27, 1999, between the Company and Deutsche Bank (as successor to Bankers Trust Company), a New York banking corporation, as Trustee, relating to the
Companys 51/4% Convertible Subordinated Debentures due 2004.



1934 Act means the Securities Exchange Act of 1934, as amended.



1933 Act means the Securities Act of 1933, as
amended.



Person means any natural person,
corporation, partnership, limited liability company, trust, incorporated organization, unincorporated association, or similar entity or any government, governmental agency or political subdivision.



Principal Market means the Nasdaq Smallcap Market or such other
U.S. market or exchange which is the principal market on which the Common Stock is then listed for trading.



Rule 144 means Rule 144 under the 1933 Act or any other similar rule or regulation of the SEC that may at any time provide a safe
harbor exemption from registration under the 1933 Act so





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as to permit a holder of any securities to sell securities of the Company to the public without registration under the 1933 Act.



SEC means the Securities and Exchange Commission.



SEC Reports means all annual reports, quarterly reports, proxy
statements and other reports filed by the Company under the 1934 Act, in each case as filed with the SEC and including the information and documents (other than exhibits) incorporated therein by reference.



Shares means the shares of Common Stock issuable or issued in
exchange for the Debentures.



Short Sale shall have
the meaning given such term in Rule 3b-3 under the 1934 Act as in effect on the date of this Agreement.



Subsidiary means any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.



Trading Day means a day on which the Principal Market is open for the general trading of securities.



Violation means



(i) any violation or alleged violation by the Company of the
1933 Act, the 1934 Act, any state securities law or any rule or regulation under the 1933 Act, the 1934 Act or any state securities law, or



(ii) any breach or alleged breach by any Person other than the Holder of any representation, warranty, covenant, agreement or other term
of this Agreement.



Warrant means a warrant to
purchase 16,000 shares of Common Stock at a exercise price of $0.01 per share upon a Change of Control of the Company, in substantially the form as Annex I attached hereto.



Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrant.



2.Agreement to Exchange; Exchange Value.



(a)Agreement to Exchange. Upon the terms and subject to the
conditions of this Agreement,



(1)the Holder agrees to
sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $20,000 in cash, (B) issuance by the Company to the Holder of 24,000 Shares, (C) issuance by the Company to the Holder of
the Warrant and (D) payment by the Company to the holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the Exchange Consideration); and





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(2)the Company agrees (A) to pay the Holder $20,000 in cash, (B) to issue to the Holder 24,000
Shares, (C) to issue to the Holder the Warrant and (D) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures.



The Company agrees to cancel the Debentures in full immediately after the
closing.



(b)Closing. The closing of the
exchange provided for in Section 2(a) shall occur on the Closing Date at the Law Offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania. At the closing, upon the terms and subject to the conditions of this
Agreement, (1) the Company shall pay or issue, as applicable, the Exchange Consideration to the Holder against delivery by the Holder to the Company of the Debentures in the manner provided in Section 2(c), and (2) the Holder shall deliver to the
Company the Debentures against payment and delivery by the Company to the Holder of the Exchange Consideration.



(c)DWAC and DTC Delivery. (1) The Company shall effect delivery of the Shares to the Holder by causing its transfer agent
electronically to transmit the Shares to the Holder at the closing on the Closing Date by crediting the account of the Holders broker with DTC through its Deposit Withdrawal Agent Commission system under the Fast Automated Securities Transfer
program. The Holder shall furnish the name and account number of its broker to the Company prior to the closing in order to effect such delivery.



(2)Payment by the Company to the Holder on the Closing Date of the portion of the Exchange Consideration to be paid in cash shall be made by wire
transfer of immediately available funds at the closing on the Closing Date. The Holder shall furnish to the Company the Holders wire transfer information and account number prior to the closing, in order to effect such delivery.



(3)The transfer of the Debentures by the Holder at the closing shall
be made in accordance with Section 2.5(b)(2) of the Indenture, in accordance with the applicable procedures of DTC.The Company shall furnish to the Holder the name of the Companys broker who is a DTC participant and account number
prior to the closing, in order to effect such delivery.



3.Representations, Warranties, Covenants, Etc. of the Holder. The Holder represents and warrants to, and covenants and agrees with, the Company as follows:



(a)Ownership of Securities. The Holder is the beneficial owner of the Debentures and, upon consummation of
the exchange of the Exchange Consideration for the Debentures as provided in Section 2(a), will transfer and deliver to the Company good title to the Debentures, free and clear of any lien or encumbrance.



(b)Authority. The execution, delivery and performance by the
Holder of this Agreement are within the powers of the Holder and have been duly authorized by all necessary action on the part of the Holder. This Agreement constitutes a valid and binding agreement of the Holder, enforceable against the Holder in
accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors rights generally and general principles
of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.



4.Representations, Warranties, Covenants, Etc. of the Company. The Company represents and warrants to the Holder that the following
matters are true and correct on the date of





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execution and delivery of this Agreement, will be true and correct on the Closing Date and the Company covenants and agrees with the Holder as follows:



(a)Organization and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority (i) to own, lease and operate its properties and to carry on its business as
described in the SEC Reports and as currently conducted, and (ii) to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.



(b)Concerning the Shares. The Shares and the Warrant Shares
have been duly authorized and when issued in exchange for the Debentures at the closing in the case of the Shares and upon exercise of the Warrant in the case of the Warrant Shares, will be duly and validly issued, fully paid and non-assessable and
will not subject the holder thereof to personal liability by reason of being such holder. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares or the Warrant
Shares. The Common Stock is listed for trading on the Principal Market and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the Principal Market, except as set forth on Schedule 4(b) hereto; (2) the
Company has not been notified since December 31, 2001 of any failure or potential failure to meet the criteria for continued listing and trading on the Principal Market, except as set forth on Schedule 4(b) hereto, and (3) no suspension of
trading in the Common Stock is in effect. The Company knows of no reason that the Shares or the Warrant Shares will not be eligible for listing on the Principal Market.



(c)Corporate Authorization. This Agreement has been duly and validly authorized by the Company; this
Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the Holder, this Agreement is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors rights generally and general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.



(d)Non-contravention. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein do not and will not, with or without the giving of notice or the lapse of time, or
both, (i) result in any violation of any provision of the certificate of incorporation or by-laws or similar instruments of the Company or any Subsidiary, (ii) conflict with or result in a breach by the Company or any Subsidiary of any of the terms
or provisions of, or constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to, any
indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets are bound or affected which would have a
material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, (iii) violate or contravene any applicable law, rule or
regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary or any of their respective
properties or assets which would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or (iv) have any
material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or any Subsidiary to own or lease and operate any of its properties and to conduct any of its business or the
ability of the Company or any Subsidiary to make use thereof.





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(e)Approvals, Filings, Etc. No authorization, approval or consent of, or filing with, any
court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company or any Subsidiary in connection with the execution, delivery
and performance of this Agreement and the issuance of the Shares as contemplated by this Agreement other than application by the Company to the Principal Market for the listing of the Shares.



(f)Information Provided. The information provided by or on
behalf of the Company to the Holder in connection with this Agreement does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading, it being understood that for purposes of this Section 4(f), any statement contained in such information shall be deemed to be modified or superseded for purposes of this Section 4(f) to the extent that a
statement in any document included in such information which was prepared or filed with the SEC on a later date modifies or replaces such statement, whether or not such later prepared or filed statement so states.



(g)SEC Filings. The Company has timely filed all reports
required to be filed under the 1934 Act and any other material reports or documents required to be filed with the SEC since December 31, 2001. All of such reports and documents complied, when filed, in all material respects, with all applicable
requirements of the 1933 Act and the 1934 Act.



(h)Absence of Certain Changes. Since December 31, 2001, there has been no material adverse change in the business, properties, operations, condition (financial or other), results of operations or, to the best knowledge of the Company and the
Subsidiaries, prospects of the Company and the Subsidiaries, taken as a whole, except as disclosed in the SEC Reports.



(i)Absence of Brokers, Finders, Etc. No broker, finder, or similar Person is entitled to any commission, fee, or other compensation by
reason of the transactions contemplated by this Agreement.The Company has not and will not pay any commission or other remuneration for soliciting exchanges of Debentures for Shares.



(j)Certain Securities Law Matters. The Shares may be issued to
the Holder pursuant to this Agreement without registration under the 1933 Act by virtue of Section 3(a)(9) of the 1933 Act. For purposes of Rule 144, the Holder will be entitled to tack the holding period of the Debentures to the holding period of
the Shares and, so long as (x) the aggregate period during which the Debentures and the Shares are held is at least two years and (y) at the time of determination the Holder is not and has not for the preceding three months been an
affiliate (as such term is defined in Rule 144) of the Company, the Shares may be sold pursuant to Rule 144(k).



(k)No Integrated Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without
limitation, any offering of any securities of the Company under circumstances which would require, under the 1933 Act, the integration of such offering with the transactions contemplated hereby) which might reasonably be expected to subject the
issuance of the Shares to the registration requirements of Section 5 of the 1933 Act.



5.Covenants.



(a)Exchange with Holders of Other Debentures. From the Closing Date through September 26, 2004, the Company will not enter into any agreement with any other holder of the Companys 51/4%Convertible Subordinated Debentures due 2004 to exchange, repurchase, retire, repay or otherwise acquire any of
such debentures (other than by payment when due at maturity) upon terms





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that include cash payment(s) more favorable to such holder than the 20% of par value of the Debentures received by the Holder hereunder, without the prior
written consent of the Holder.



(b)Principal Market Listing; Reporting Status. Prior to the Closing Date, the Company will file with Nasdaq an application or other document required by Nasdaq for the listing of the Shares with the Principal Market and shall provide
evidence of such filing to the Holder. So long as the Holder beneficially owns any of the Shares, the Company shall (x) use its best efforts to maintain the listing of the Common Stock on the Nasdaq SmallCap Market or the Nasdaq National Market, and
(y) timely file all reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination.



(c)State Securities Laws. On or before the Closing Date, the Company shall take such action as shall be necessary to qualify, or to obtain an exemption for, the offer and sale of the Shares and the Warrant to the
Holder as contemplated by this Agreement under such of the securities laws of jurisdictions in the United States as shall be applicable thereto. Notwithstanding the foregoing obligations of the Company in this Section 5(a)(4), the Company shall not
be required (1) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(a)(4), (2) to subject itself to general taxation in any such jurisdiction, (3) to file a general consent to
service of process in any such jurisdiction, (4) to provide any undertakings that cause more than nominal expense or burden to the Company or (5) to make any change in its charter or by-laws which the Company determines to be contrary to the best
interests of the Company and its stockholders. The Company shall furnish the Holder with copies of all filings, applications, orders and grants or confirmations of exemptions relating to such securities laws on or before the Closing Date.



6.Conditions to the Companys Obligation to
Exchange. The Holder understands that the Companys obligation to issue and pay to the Holder the Exchange Consideration in exchange for the Debentures on the Closing Date is conditioned upon satisfaction of the following conditions
precedent on or before the Closing Date (any or all of which may be waived by the Company in its sole discretion):



(a)On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions
contemplated by this Agreement; and



(b)The
representations and warranties of the Holder contained in this Agreement shall have been true and correct on the date of this Agreement and on the Closing Date as if made on the Closing Date and on or before the Closing Date the Holder shall have
performed all covenants and agreements of the Holder required to be performed by the Holder on or before the Closing Date.



7.Conditions to the Holders Obligations to Exchange. The Company understands that the Holders obligation to exchange
Debentures for the Exchange Consideration on the Closing Date is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Holder in its sole discretion):



(a)On the Closing Date, no legal action, suit or proceeding shall
be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;



(b)The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement
and shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date
the





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Company shall have performed all covenants and agreements of the Company contained herein required to be performed by the Company on or before the Closing
Date;



(c)No Event of Default under and as defined in
the Indenture or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default under and as defined in the Debentures shall have occurred and be continuing;



(d)The Company shall have delivered to the Buyer a certificate, dated
the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer to the effect set forth in subparagraphs (a), (b), and (c) of this Section 7;



(e)The Company shall have delivered to the Holder a certificate, dated the Closing Date, of the Secretary of the
Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the
transactions contemplated hereby and (C) such other matters as reasonably requested by the Holder;



(f)On the Closing Date, the Buyer shall have received an opinion of Chris Kuhn, Esq., General Counsel of the Company, dated the Closing Date,
addressed to the Holder, in form, scope and substance reasonably satisfactory to the Holder, substantially in the form of Annex II to this Agreement;



(g)The Shares shall have been approved for listing on the Principal Market; and



(h)On the Closing Date (i) trading in securities on the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. or the Nasdaq National Market shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York shall not have been
declared by either federal or state authorities.



8.Indemnification and Contribution.



(a)Indemnification. (1) To the extent not prohibited by applicable law, the Company will indemnify and hold harmless each Indemnified Person against any Claims to which any of them may become subject, insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation or any of the transactions contemplated by this Agreement; provided that the Company shall not be liable under this provision
to the extent that such Claims resulted from the gross negligence or willful misconduct of the Indemnified Person. The Company shall reimburse each such Indemnified Person, promptly as such expenses are incurred and are due and payable, for any
documented reasonable legal fees or other documented and reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 8(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.



(2)Promptly after receipt by an Indemnified Person under this Section
8(a) of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against the Company under this Section 8(a), deliver to the Company a notice of the
commencement thereof and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel reasonably satisfactory to the Indemnified Person; provided,
however, that an Indemnified Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the





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reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company would be inappropriate
due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding; provided further, however, that the Company shall not be responsible for the fees and expenses
of more than one separate counsel for all Indemnified Persons hereunder and one separate counsel in each jurisdiction in which a Claim is pending or threatened. The failure to deliver notice to the Company within a reasonable time of the
commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 8(a), except to the extent that the Company is prejudiced in its ability to defend such action. The indemnification required
by this Section 8(a) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.



(b)Contribution. To the extent any indemnification by the
Company as set forth in Section 8(a) above is applicable by its terms but is prohibited or limited by law, the Company agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 8(a) to
the fullest extent permitted by law. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative fault of each party, the parties relative knowledge of and access to
information concerning the matter with respect to which the Claim was asserted, the opportunity to correct and prevent any statement or omission and any other equitable considerations appropriate under the circumstances; provided, however,
that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 8(a) and (b) no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any other Person who was not guilty of such fraudulent misrepresentation.



(c)Other Rights. The indemnification and contribution provided in this Section shall be in addition to any other rights and remedies
available at law or in equity.



9.Miscellaneous.



(a)Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



(b)Headings. The headings, captions and footers of this Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.



(c)Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity
or enforceability of this Agreement in any other jurisdiction.



(d)Notices. Any notices required or permitted to be given under the terms of this Agreement shall be in writing and shall be sent by mail, personal delivery, by telephone line facsimile transmission or courier and shall be
effective five days after being placed in the mail, if mailed, or upon receipt, if delivered personally, by telephone line facsimile transmission or by courier, in each case addressed to a party at such partys address (or telephone line
facsimile transmission number) shown in the introductory paragraph or on the signature page of this Agreement or such other address (or telephone line facsimile transmission number) as a party shall have provided by notice to the other party in
accordance with this provision. In the case of any notice to the Company, such notice shall be addressed to the Company at its address (or telephone line facsimile transmission number) shown on the signature page hereto, Attention: Chief Executive
Officer, with a copy addressed to the General Counsel, and in the





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case of any notice to the Holder, such notice shall be addressed to the Holder at its address (or telephone line facsimile transmission number) shown on the
signature page hereto and a copy shall be given to: [Holders address].



(e)Counterparts. This Agreement may be executed in counterparts and by the parties hereto on separate counterparts, each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. A telephone line facsimile transmission of this Agreement bearing a signature on behalf of a party hereto shall be legal and binding on such party. Although this Agreement is dated as of the date first set
forth above, the actual date of execution and delivery of this Agreement by each party is the date set forth below such partys signature on the signature page hereof. Any reference in this Agreement or in any of the documents executed and
delivered by the parties hereto in connection herewith to (1) the date of execution and delivery of this Agreement by the Holder shall be deemed a reference to the date set forth below the Holders signature on the signature page hereof, (2)
the date of execution and delivery of this Agreement by the Company shall be deemed a reference to the date set forth below the Companys signature on the signature page hereof and (3) the date of execution and delivery of this Agreement, or
the date of execution and delivery of this Agreement by the Holder and the Company, shall be deemed a reference to the later of the dates set forth below the signatures of the parties on the signature page hereof.



(f)Entire Agreement; Benefit. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties, or undertakings, other than those set forth or referred to herein and therein. This Agreement supersedes all
prior agreements and understandings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement and the terms and provisions hereof are for the sole benefit of only the Company, the Holder and their
respective successors and permitted assigns and in no event shall the Holder have any liability to any stockholder or creditor of the Company or any other Person (other than the Company) in any way relating to or arising from this Agreement or the
transactions contemplated hereby.



(g)Waiver.
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, or course of dealing between the parties, shall not operate as a waiver thereof or an amendment hereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or exercise of any other right or power.



(h)Amendment. No amendment, modification, waiver, discharge
or termination of any provision of this Agreement nor consent to any departure by the Holder or the Company therefrom shall in any event be effective unless the same shall be in writing and signed by the party to be charged with enforcement, and
then shall be effective only in the specific instance and for the purpose for which given. No course of dealing between the parties hereto shall operate as an amendment of this Agreement.



(i)Best Efforts. Each of the parties shall use its best efforts timely to satisfy each of the conditions to
the other partys obligations set forth in Section 6 or 7, as the case may be, of this Agreement on or before the Closing Date.



(j)Further Assurances. Each party to this Agreement will perform any and all acts and execute any and all documents as may be necessary and
proper under the circumstances in order to accomplish the intents and purposes of this Agreement and to carry out its provisions.





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(k)Expenses. The Company and the Holder shall each be responsible for their expenses
(including, without limitation, the legal fees and expenses of its counsel), except as otherwise specifically provided in this Section 9(k), incurred by them in connection with the negotiation and execution of, and closing under, this Agreement and
of the transactions contemplated hereby.



(l)Termination. The Holder shall have the right to terminate its obligation to exchange the Debenture under this Agreement by giving notice to the Company at any time at or prior to the closing or Closing Date if:



(1)the Company shall have failed, refused, or been unable at or prior
to the date of such termination of this Agreement to perform any of its material obligations hereunder;



(2)any other material condition of the Holders obligations hereunder is not fulfilled; or



(3)the closing shall not have occurred on a Closing Date on or before
August 1, 2003, other than solely by reason of a breach of this Agreement by the Holder.



Any such termination shall be effective upon the giving of notice thereof by the Holder. Upon a termination under Section 9(l)(1) or (3), the Holder shall have no further obligation to the Company.



(m)Survival. The respective representations, warranties,
covenants and agreements of the Company and the Holder contained in this Agreement and the documents delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the closing hereunder, and shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of the Holder or any Person controlling or acting on behalf of the Holder or by the Company or any Person controlling or acting on behalf of the Company.



(n)Public Statements, Press Releases, Etc. The
Company and the Holder shall have the right to approve before issuance any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior
approval of the Holder, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations, including the 1934 Act and the rules and regulations promulgated thereunder (although
the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof).



(o)Construction. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.





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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective
officers or other representatives thereunto duly authorized as of the date first set forth above and on the dates set forth below their respective signatures.



VERTICALNET, INC.By:Name: Gene S. Godick Title: Executive Vice President and Chief Financial OfficerAddress:  400 Chester Field Parkway Malvern, Pennsylvania 19355  Facsimile No.: (610) 240- 9470  Date: July , 2003




STACEY B. CASEBy:

Ka Poe Hana, LLC, its managerBy:Name: Joseph R. Rymal, CFA Title: Vice President  Address: PMB 249 1718 M Street, NW Washington, DC 20036  Facsimile No.:Date: July , 2003