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                                                                   Exhibit 10.20


                               VERTICALNET, INC

                         1999 EQUITY COMPENSATION PLAN
                         -----------------------------

                            Adopted August 23, 1999

     The purpose of the VerticalNet, Inc. 1999 Equity Compensation Plan (the
"Plan") is to provide designated employees of VerticalNet, Inc. (the "Company")
and its subsidiaries with the opportunity to receive grants of nonqualified
stock options.  The Company believes that the Plan will encourage the
participants to contribute materially to the growth of the Company, thereby
benefitting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders.

     1.  Administration
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     (a) Committee.  The Plan shall be administered and interpreted by the Board
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of Directors of the Company (the "Board") or by an individual or committee
appointed by the Board.  References in the Plan to the "Committee" shall refer
to the Board, committee or individual who is authorized to administer the Plan.

     (b) Committee Authority.  The Committee shall have the sole authority to
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(i) determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise period, including the criteria for
exercisability and the acceleration of exercisability, (iv) amend the terms of
any previously issued grant, and (v) deal with any other matters arising under
the Plan.

     (c) Committee Determinations.  The Committee shall have full power and
         ------------------------
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion.  The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder.  All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.

     2.  Options
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     Awards under the Plan shall consist of grants of nonqualified stock options
as described in Section 5  ("Options").  All Options shall be subject to the
terms and conditions set forth herein and to such other terms and conditions
consistent with this Plan as the Committee deems appropriate and as are
specified in writing by the Committee to the individual in a grant

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instrument or an amendment to the grant instrument (the "Grant Instrument"). The
Committee shall approve the form and provisions of each Grant Instrument.
Options under a particular Section of the Plan need not be uniform as among the
grantees.

     3.  Shares Subject to the Plan
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     (a) Shares Authorized.  Subject to adjustment as described below, the
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aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 600,000 shares.   The shares may
be authorized but unissued shares of Company Stock or reacquired shares of
Company Stock, including shares purchased by the Company on the open market for
purposes of the Plan.  If and to the extent Options granted under the Plan
terminate, expire, or are canceled, forfeited, exchanged or surrendered without
having been exercised, the shares subject to such Options shall again be
available for purposes of the Plan.  If shares of Company Stock are used to pay
the exercise price of an Option, only the net number of shares received by the
grantee pursuant to such exercise shall be considered to have been issued or
transferred under the Plan with respect to such Option, and the remaining number
of shares subject to the Option shall again be available for purposes of the
Plan.

     (b) Adjustments.  If there is any change in the number or kind of shares of
         -----------
Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Options, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Options, the kind of shares issued under the
Plan, and the price per share of such Options may be appropriately adjusted by
the Committee to reflect any increase or decrease in the number of, or change in
the kind or value of, issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such
Options; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.  Any adjustments determined by the Committee
shall be final, binding and conclusive.

     4.  Eligibility for Participation
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     (a) Eligible Persons.  All employees of the Company and its subsidiaries
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("Employees"), other than (except as provided below) employees who are officers
or directors of the Company, shall be eligible to participate in the Plan.
Employees who are officers or directors of the Company shall not be eligible to
receive Options except to the extent that such Options are issued to a person
not previously employed by the Company as an inducement essential to the
person's entering into an employment contract with the Company.

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     (b) Selection of Grantees.  The Committee shall select the Employees to
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receive Options and shall determine the number of shares of Company Stock
subject to a particular Option in such manner as the Committee determines.
Employees who receive Options under this Plan shall hereinafter be referred to
as "Grantees"

     5.  Granting of Options
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     (a) Number of Shares.  The Committee shall determine the number of shares
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of Company Stock that will be subject to each grant of Options to Employees.

     (b)  Type of Option and Price.
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          (i)   The purchase price (the "Exercise Price") of Company Stock
subject to an Option shall be determined by the Committee and may be equal to,
greater than, or less than the Fair Market Value (as defined below) of a share
of Company Stock on the date the Option is granted.

          (ii)  The Fair Market Value per share shall be determined as follows:
(x) if the principal trading market for the Company Stock is a national
securities exchange or the Nasdaq National Market, the last reported sale price
thereof on the relevant date or (if there were no trades on that date) the
latest preceding date upon which a sale was reported, (y) if the Company Stock
is not principally traded on such exchange or market, the mean between the last
reported "bid" and "asked" prices of Company Stock on the relevant date, as
reported on Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines, or (z) if the Company
Stock is not publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as determined by the Committee.

     (c) Option Term.  The Committee shall determine the term of each Option.
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The term of an Option shall not exceed ten years from the date of grant.

     (d) Exercisability of Options.  Options shall become exercisable in
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accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee and specified in the Grant Instrument.  The
Committee may accelerate the exercisability of any or all outstanding Options at
any time for any reason.

     (e) Termination of Employment, Disability or Death.
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          (i)   Except as provided below, an Option may only be exercised while
the Grantee is employed by the Company.  In the event that a Grantee ceases to
be employed by the Company for any reason other than Disability, death, or
termination for Cause, any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within 90 days after the

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date on which the Grantee ceases to be employed by the Company (or within such
other period of time as may be specified by the Committee), but in any event no
later than the date of expiration of the Option term. Except as otherwise
provided by the Committee, any of the Grantee's Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by the
Company shall terminate as of such date.

          (ii)   In the event the Grantee ceases to be employed by the Company
on account of a termination for Cause by the Company, any Option held by the
Grantee shall terminate as of the date the Grantee ceases to be employed by the
Company. In addition, notwithstanding any other provisions of this Section 5, if
the Committee determines that the Grantee has engaged in conduct that
constitutes Cause at any time while the Grantee is employed by the Company or
after the Grantee's termination of employment or service, any Option held by the
Grantee shall immediately terminate, and the Grantee shall automatically forfeit
all shares underlying any exercised portion of an Option for which the Company
has not yet delivered the share certificates, upon refund by the Company of the
Exercise Price paid by the Grantee for such shares. Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a forfeiture.

          (iii)  In the event the Grantee ceases to be employed by the Company
because the Grantee is Disabled, any Option which is otherwise exercisable by
the Grantee shall terminate unless exercised within one year after the date on
which the Grantee ceases to be employed by the Company (or within such other
period of time as may be specified by the Committee), but in any event no later
than the date of expiration of the Option term.  Except as otherwise provided by
the Committee, any of the Grantee's Options which are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by the Company shall
terminate as of such date.

          (iv)   If the Grantee dies while employed by the Company or within 90
days after the date on which the Grantee ceases to be employed or provide
service on account of a termination specified in Section 5(e)(i) above (or
within such other period of time as may be specified by the Committee), any
Option that is otherwise exercisable by the Grantee shall terminate unless
exercised within one year after the date on which the Grantee ceases to be
employed by the Company (or within such other period of time as may be specified
by the Committee), but in any event no later than the date of expiration of the
Option term.  Except as otherwise provided by the Committee, any of the
Grantee's Options that are not otherwise exercisable as of the date on which the
Grantee ceases to be employed by the Company shall terminate as of such date.

          (v)    For purposes of this Section 5(e):

          (A) The term "Company" shall mean the Company and its parent and
     subsidiary corporations.

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          (B) "Employed by the Company" shall mean employment or service as an
     Employee, consultant or member of the Board (so that, for purposes of
     exercising Options, a Grantee shall not be considered to have terminated
     employment until the Grantee ceases to be an Employee, consultant and
     member of the Board), unless the Committee determines otherwise.

          (C) "Disability" shall mean a Grantee's becoming disabled within the
     meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as
     amended.

          (D) "Cause" shall mean, except to the extent specified otherwise by
     the Committee, a finding by the Committee that the Grantee (i) has breached
     his or her employment or services contract with the Company, (ii) has
     engaged in disloyalty to the Company, including, without limitation, fraud,
     embezzlement, theft, commission of a felony or proven dishonesty in the
     course of his or her employment, (iii) has disclosed trade secrets or
     confidential information of the Company to persons not entitled to receive
     such information or (iv) has engaged in such other behavior detrimental to
     the interests of the Company as the Committee determines.

     (f) Exercise of Options.  A Grantee may exercise an Option that has become
         -------------------
exercisable, in whole or in part, by delivering a notice of exercise to the
Company with payment of the Exercise Price.  The Grantee shall pay the Exercise
Price for an Option as specified by the Committee (x) in cash, (y) with the
approval of the Committee, by delivering shares of Company Stock owned by the
Grantee (including Company Stock acquired in connection with the exercise of an
Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the Exercise Price
or by attestation (on a form prescribed by the Committee) to ownership of shares
of Company Stock having a Fair Market Value on the date of exercise equal to the
Exercise Price, or (z) by such other method as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board.  Shares of Company Stock used to
exercise an Option shall have been held by the Grantee for the requisite period
of time to avoid adverse accounting consequences to the Company with respect to
the Option.  The Grantee shall pay the Exercise Price and the amount of any
withholding tax due (pursuant to Section 6) at the time of exercise.

     6.  Withholding of Taxes
         --------------------

     (a) Required Withholding.  All Options under the Plan shall be subject to
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applicable federal (including FICA), state and local tax withholding
requirements.  The Company may require that the Grantee or other person
exercising Options pay to the Company the amount of any federal, state or local
taxes that the Company is required to withhold with respect to such Options, or
the Company may deduct from other wages paid by the Company the amount of any
withholding taxes due with respect to such Options.

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     (b) Election to Withhold Shares.  If the Committee so permits, a Grantee
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may elect to satisfy the Company's income tax withholding obligation with
respect to an Option by having shares withheld up to an amount that does not
exceed the Grantee's minimum applicable withholding tax rate for federal
(including FICA), state and local tax liabilities.  The election must be in a
form and manner prescribed by the Committee and may be subject to the prior
approval of the Committee.

     7.  Transferability of Options
         --------------------------

     (a) Nontransferability of Options.  Except as provided below, only the
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Grantee may exercise rights under an Option during the Grantee's lifetime.  A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or if permitted in any specific case by the Committee, pursuant
to a domestic relations order.  When a Grantee dies, the personal representative
or other person entitled to succeed to the rights of the Grantee ("Successor
Grantee") may exercise such rights.  A Successor Grantee must furnish proof
satisfactory to the Company of his or her right to receive the Option under the
Grantee's will or under the applicable laws of descent and distribution.

     (b) Transfer of Options. Notwithstanding the foregoing, the Committee may
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provide, in a Grant Instrument, that a Grantee may transfer Options to family
members, or one or more trusts or other entities for the benefit of or owned by
family members, consistent with applicable securities laws, according to such
terms as the Committee may determine; provided that the Grantee receives no
consideration for the transfer of an Option and the transferred Option shall
continue to be subject to the same terms and conditions as were applicable to
the Option immediately before the transfer.

     8.  Change of Control of the Company
         --------------------------------

     As used herein, a "Change of Control" shall be deemed to have occurred if:

     (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the voting power of the then outstanding securities of the
Company; or

     (b) The shareholders of the Company approve (or, if shareholder approval is
not required, the Board approves) an agreement providing for (i) the merger or
consolidation of the Company with another corporation where the shareholders of
the Company, immediately prior to the merger or consolidation, will not
beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote),  (ii)

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the sale or other disposition of all or substantially all of the assets of the
Company, or (iii) a liquidation or dissolution of the Company.

     9.  Consequences of a Change of Control
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     (a) Notice and Acceleration.  Upon a Change of Control, unless the
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Committee determines otherwise, (i) the Company shall provide each Grantee with
outstanding Options written notice of such Change of Control and (ii) all
outstanding Options shall automatically accelerate and become fully exercisable.

     (b) Assumption of Options.  Upon a Change of Control where the Company is
         ---------------------
not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
by, the surviving corporation.

     (c) Other Alternatives.  Notwithstanding the foregoing, subject to
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subsection (d) below, in the event of a Change of Control, the Committee may
take one or both of the following actions: the Committee may (i) require that
Grantees surrender their outstanding Options in exchange for a payment by the
Company, in cash or Company Stock as determined by the Committee, in an amount
equal to the amount by which the then Fair Market Value of the shares of Company
Stock subject to the Grantee's unexercised Options exceeds the Exercise Price of
the Options, or (ii) after giving Grantees an opportunity to exercise their
outstanding Options, terminate any or all unexercised Options at such time as
the Committee deems appropriate.  Such surrender or termination shall take place
as of the date of the Change of Control or such other date as the Committee may
specify.

     (d) Limitations.  Notwithstanding anything in the Plan to the contrary, in
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the event of a Change of Control, the Committee shall not have the right to take
any actions described in the Plan (including without limitation actions
described in Subsection (c) above) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.

     10. Requirements for Issuance or Transfer of Shares
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     No Company Stock shall be issued or transferred in connection with any
Option hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee.  The Committee shall have the right to condition
any Option granted to any Grantee hereunder on such Grantee's undertaking in
writing to comply with such restrictions on his or her subsequent disposition of
such shares of Company Stock as the Committee shall deem necessary or advisable,
and certificates representing such shares may be legended to reflect any such
restrictions.

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Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.

     11. Amendment and Termination of the Plan
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     (a) Amendment.  The Board may amend or terminate the Plan at any time as it
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deems appropriate.

     (b) Termination of Plan.  The Plan shall terminate on the day immediately
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preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or extended by the Board.

     (c) Termination and Amendment of Outstanding Options.  A termination or
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amendment of the Plan that occurs after an Option is granted shall not
materially impair the rights of a Grantee unless the Grantee consents or unless
the Committee acts under Section 17(b).  The termination of the Plan shall not
impair the power and authority of the Committee with respect to an outstanding
Option.  Whether or not the Plan has terminated, an outstanding Option may be
terminated or amended under Section 17(b) or may be amended by agreement of the
Company and the Grantee consistent with the Plan.

     (d) Governing Document.  The Plan shall be the controlling document.  No
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other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner.  The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

     12. Funding of the Plan
         -------------------

     This Plan shall be unfunded.  The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Options under this Plan.  In no event shall
interest be paid or accrued on any Option.

     13. Rights of Participants
         ----------------------

     Nothing in this Plan shall entitle any Employee or other person to any
claim or right to be granted an Option under this Plan.  Neither this Plan nor
any action taken hereunder shall be construed as giving any individual any
rights to be retained by or in the employ of the Company or any other employment
rights.

     14. No Fractional Shares
         --------------------

     No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan or any Option.  The Committee shall determine whether cash, other
awards or other property

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shall be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

     15. Headings
         --------

     Section headings are for reference only.  In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

     16. Effective Date of the Plan.
         --------------------------

     The Plan shall be effective as of August 23, 1999.

     17. Miscellaneous
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     (a) Options in Connection with Corporate Transactions and Otherwise.
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Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to grant Options under this Plan in connection with the acquisition,
by purchase, lease, merger, consolidation or otherwise, of the business or
assets of any corporation, firm or association, including Options to employees
thereof who become Employees of the Company, or for other proper corporate
purposes, or (ii) limit the right of the Company to grant stock options or make
other awards outside of this Plan.  Without limiting the foregoing, the
Committee may grant an Option to an employee of another corporation who becomes
an Employee by reason of a corporate merger, consolidation, acquisition of stock
or property, reorganization or liquidation involving the Company or any of its
subsidiaries in substitution for a stock option granted by such corporation.
The terms and conditions of the substitute Options may vary from the terms and
conditions required by the Plan and from those of the substituted stock
incentives.  The Committee shall prescribe the provisions of the substitute
Options.

     (b) Compliance with Law.  The Plan, the exercise of Options and the
         -------------------
obligations of the Company to issue or transfer shares of Company Stock under
Options shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required.  The Committee may revoke
any Option if it is contrary to law or modify an Option to bring it into
compliance with any valid and mandatory government regulation.  The Committee
may, in its sole discretion, agree to limit its authority under this Section.

     (c) Governing Law.  The validity, construction, interpretation and effect
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of the Plan and Grant Instruments issued under the Plan shall be governed and
construed by and determined in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflict of laws provisions thereof.

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