<PAGE>
                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO

                              AMENDED AND RESTATED

                         SUBSCRIPTION LICENSE AGREEMENT

This SECOND AMENDMENT TO THE AMENDED AND RESTATED SUBSCRIPTION LICENSE AGREEMENT
(this "Amendment") is entered into on this ___ day of October, 2002 and is
deemed effective as of October 1, 2002 ("Effective Date") by and between
VerticalNet, Inc. ("VNI") and VerticalNet Enterprises LLC, formerly known as
Tradeum, Inc. which d/b/a VerticalNet Solutions ("VNS"), on the one hand, and
Converge, Inc., a Delaware corporation ("Converge"), on the other hand.

                                    RECITALS

WHEREAS, VNI, VNS and Converge entered into a Subscription License Agreement
dated December 19, 2000, and amended same pursuant to a First Amendment to
Subscription License Agreement dated as of January 31, 2001 (the "Original
SLA"); and

WHEREAS, VNI, VNS and Converge entered into an AMENDED AND RESTATED SUBSCRIPTION
LICENSE AGREEMENT dated as of October 9, 2001 and amended same pursuant to a
FIRST AMENDMENT TO AMENDED AND RESTATED SUBSCRIPTION LICENSE AGREEMENT dated as
of February 1, 2002 (the "Amended and Restated SLA"), which superseded the
Original SLA in its entirety; and

WHEREAS, as a financial accommodation in favor of VNI, VNI, VNS and Converge
desire to enter into this Amendment which, as of the Effective Date, will amend
the Amended and Restated SLA to terminate any obligation by Verticalnet to
deliver any Future Products to Converge and to extinguish any and all right of
Converge to receive such Future Products.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and obligations set
forth below, and intending to be legally bound, the parties agree as follows:

I. To the extent other obligations, rights, representations and warranties set
forth in the Amended and Restated SLA are in full effect, such other
obligations, rights, representations and warranties remain unchanged by this
Amendment, except as follows:

      A. Pursuant to Section 14.14 of the Amended and Restated SLA, Section
      1.2.18 of the Amended and Restated SLA shall be deleted in its entirety.

      B. Pursuant to Section 14.14 of the Amended and Restated SLA, Section
      1.2.30 of the Amended and Restated SLA shall be deleted in its entirety
      and replaced with the following paragraph, which shall become part of the
      Amended and Restated SLA:

                  1.2.30 "Products" means (a) all present software products and
                  tools, including separately identified modules contained
                  therein, that are owned by VNI or any VNI Subsidiary or
                  licensed by Vert with the right to grant the necessary
                  sublicense right to Converge, except where such sublicense
                  right has been granted to Vert solely for the purpose of
                  reselling the third party software on a stand-alone basis and
                  for which Vert customarily separately charges a substantial
                  additional license fee to its sublicensees, and that are made
                  generally available by VNI or any VNI Subsidiary, on either a
                  stand-alone basis or as part or component of a service or
                  another Product provided by or for VNI or any VNI Subsidiary,
                  during the Product Term (whether or not generally available,
                  in development or planned as of the Effective Date),
                  including, without limitation, the products, tools and
                  separately
<PAGE>
                  identified modules on Exhibit A hereto; and (b) all
                  Vert-General Release Enhancements to such software products
                  and tools that are released by Vert during the Product Term,
                  and (c) all Maintenance Updates provided by Vert to Converge
                  under the Maintenance and Support Agreement; and (d) all
                  Converge-Requested Enhancements provided by Vert to Converge
                  under the Maintenance and Support Agreement; and (e) all
                  Vert-Owned Deliverables.

      C. Pursuant to Section 14.14 of the Amended and Restated SLA, Section
      1.2.39 of the Amended and Restated SLA shall be deleted in its entirety
      and replaced with the following paragraph, which shall become part of the
      Amended and Restated SLA:

                  1.2.39 "Trade Secret Module" means any functionally discrete,
                  separately compilable component of a Product, the design of
                  which is not generally known or easily discovered by
                  observation or examination, and with respect to which the
                  Source Code is treated by Vert with a degree of care
                  significantly above and beyond the level with which it
                  normally treats other Source Code, provided that such
                  component includes application program interface(s) sufficient
                  to allow Converge to enjoy benefits substantially similar to
                  those that Converge would have enjoyed if it had obtained
                  Source Code for such component. As of the Effective Date, such
                  Trade Secret Modules include: the Parametric Matching Engine,
                  C2SF engine, C2Hub, Business Publisher and Business Publisher
                  Agent.

      D. Pursuant to Section 14.14 of the Amended and Restated SLA, Section 2.12
      of the Amended and Restated SLA shall be deleted in its entirety and
      replaced with the following paragraph, which shall become part of the
      Amended and Restated SLA:

                  2.12 Delivery. During the Product Term, subject to the
                  provisions of Section 12, Vert shall offer to deliver to
                  Converge all any Vert-General Release Enhancements promptly
                  following the date on which Vert makes the same generally
                  available to its other customers, or, if Vert makes such items
                  available as beta or other early release versions, promptly
                  following the date on which Vert makes the same available in
                  such format to any of its other customers; provided, however,
                  that Vert shall not be obligated to provide Maintenance and
                  Support Services under the Maintenance and Support Agreement
                  for such pre-release versions, and such pre-release versions
                  shall not be used in a production environment without Vert's
                  consent). If Converge elects to implement and deploy any such
                  Vert-General Release Enhancement, Vert shall deliver same to
                  Converge pursuant to Section 2.13 From and after the
                  Prohibited Change in Control Remedy Election Date, until the
                  end of the Product Term, Vert shall only be obligated to
                  deliver to Converge Vert-General Release Enhancements to
                  Products that are Deployed Products as of the occurrence of
                  the Prohibited Change in Control.
<PAGE>
      E. Pursuant to Section 14.14 of the Amended and Restated SLA, Section 11
      of the Amended and Restated SLA shall be deleted in its entirety and
      replaced with the following paragraph, which shall become part of the
      Amended and Restated SLA:

                  11. Effect of Remedy Election. Upon the occurrence of a Vert
                  Remedy Election or a Converge Remedy Election, the Product
                  Term shall end effective on the Vert Remedy Election Date or
                  the Converge Remedy Election Date, as applicable, and each
                  party shall erase, destroy or return to the other party all
                  copies of the Confidential Information of or provided by such
                  party, and, upon such other party's written request, shall
                  certify its compliance with this Section 11 to the other party
                  in writing. Notwithstanding the foregoing provisions of this
                  Section 11, (a) with respect to and for so long as any
                  licenses granted to Converge respecting Products survive a
                  Vert Remedy Election or a Converge Remedy Election, as
                  applicable, Converge shall not be required to erase, destroy
                  or return such Products or any Confidential Information of VNI
                  or any of the VNI Subsidiaries respecting such Products, and
                  (b) with respect to and for so long as any licenses granted to
                  Converge respecting Source Code survive a Converge Remedy
                  Election, Converge shall not be required to erase, destroy or
                  return such Source Code or any Confidential Information of VNI
                  or any of the VNI Subsidiaries respecting such Source Code.
                  With respect to the payment obligations of Converge relating
                  to the effect or lack of effect of a Converge Remedy Election
                  or Vert Remedy Election, respectively, the provisions of
                  Section 3.1.2 and/or Section 3.1.3 shall apply.

      F. Pursuant to Section 14.14 of the Amended and Restated SLA, Section 12
      of the Amended and Restated SLA shall be deleted in its entirety and
      replaced with the following paragraph, which shall become part of the
      Amended and Restated SLA:

                  12. Prohibited Change in Control of Converge. If a Prohibited
                  Change in Control of Converge shall occur at any time during
                  the term of this Agreement, Vert shall have the right, but not
                  the obligation, to make a "Prohibited Change in Control Remedy
                  Election," exercisable by delivering written notice thereof to
                  Converge within 10 Business Days after Vert receives written
                  notice of the occurrence of the Prohibited Change in Control
                  of Converge, or the Prohibited Change in Control of Converge
                  is publicly announced. Upon the occurrence of a Prohibited
                  Change in Control Remedy Election, the Product Term shall not
                  end. From and after the Prohibited Change in Control Remedy
                  Election Date, until the end of the Product Term, Vert shall
                  only be obligated to deliver to Converge Vert-General Release
                  Enhancements to Products that are Deployed Products as of the
                  occurrence of the Prohibited Change in Control. With respect
                  to the payment obligations of Converge relating to the lack of
                  effect of a Prohibited Change in Control Remedy Election the
                  provisions of Section 3.1.3 shall apply.

      G. Each of Verticalnet and Customer agree that nothing set forth herein
      will relieve either Verticalnet or Customer from those provisions of the
      Amended and Restated SLA that by the provisions of the Amended and
      Restated SLA are to survive termination of the Amended and
<PAGE>
      Restated SLA and that each will comply with its obligations that are to
      survive upon termination the Amended and Restated SLA.

      H. Neither Verticalnet nor Customer shall publicly disclose the fact that
      they have entered into this Amendment, or any of the terms, conditions or
      provisions of this Amendment, except as may be required by any applicable
      law, rule or regulation.

II. GENERAL

      A. Capitalized Terms. All capitalized terms not defined herein shall have
      the meaning ascribed to them in the Amended and Restated SLA.

      B. Titles. The headings appearing at the beginning of the sections
      contained herein have been inserted for identification and reference
      purposes only and shall not be used to determine the construction or
      interpretation of this Amendment. The nomenclature of the defined terms
      used herein shall only be used for the construction of this Amendment, and
      are not to be used for any other purpose, including, but not limited to,
      interpretation for accounting purposes.

      C. Counterparts. This Amendment may be executed in one or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument. This Amendment
      shall become binding when any one or more counterparts hereof,
      individually or taken together, bear the signatures of both Parties. For
      the purposes hereof, a facsimile copy of this Amendment, including the
      signature pages hereto, shall be deemed an original.

IN WITNESS WHEREOF, the parties have had their duly authorized representatives
execute this SECOND AMENDMENT TO THE AMENDED AND RESTATED SUBSCRIPTION LICENSE
AGREEMENT as of the Effective Date.

        CONVERGE                                     VNI
        Converge, Inc.                               Verticalnet, Inc.
   By: ____________________________             By: ____________________________
 Name: ____________________________           Name: ____________________________
Title: ____________________________          Title: ____________________________
  Date ____________________________            Date ____________________________

                                                         VNS

                                                     Verticalnetenterprises LLC
                                                By: ____________________________
                                              Name: ____________________________
                                             Title: ____________________________
                                               Date ____________________________