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                                                                   EXHIBIT 10.19

                        MAINTENANCE AND SUPPORT AGREEMENT

      This Maintenance and Support Agreement (this "Agreement") is entered on
this 9th day of October, 2001 and is deemed effective as of October 1, 2001 (the
"Effective Date"), by and between VerticalNet, Inc. ("VNI") and VerticalNet
Enterprises LLC, formerly known as Tradeum, Inc. which d/b/a VerticalNet
Solutions ("VNE"; collectively with VNI, "Vert"), on the one hand, and Converge,
Inc. ("Converge") on the other hand.

                                    RECITALS

      WHEREAS, VNI, VNE and Converge have entered into Amended and Restated
Subscription License Agreement effective as of the date hereof (the
"Subscription License Agreement") pursuant to which Vert has licensed to
Converge certain proprietary software products; and

      WHEREAS, Converge desires to obtain and VNE is willing to provide certain
maintenance and support services with respect to such products on the terms and
conditions set forth herein.

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

                                    AGREEMENT

      1. Definitions.

            1.1 "Affiliate" means, when used with reference to a party, any
individual or entity directly or indirectly Controlling, Controlled by or under
common Control with such party.

            1.2 "Business Day" means a day other than a Saturday, Sunday or
federal holiday.

            1.3 "Control" (including all derivations thereof) means, with
respect to a party, the direct or indirect ownership of at least 50% of the
outstanding voting securities of a party, or the right to control the policy
decisions of such party.

            1.4 "Converge-Requested Enhancement" means any modification,
improvement or enhancement to a Product that is developed by VNE at the specific
request of Converge as part of the Professional Services provided hereunder.

            1.5 "Documentation" means the documentation for the Supported
Products that is made generally available by Vert to users or licensees of such
Supported Products and, with respect to Supported Products that have been
customized for Converge, any supplemental documentation for such Supported
Products that is provided by VNE to Converge.

            1.6 "Enhancement" means a Vert-General Release Enhancement or a
Converge-Requested Enhancement.

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            1.7 "Error" means a failure of a Supported Product to substantially
conform to its corresponding Documentation (or if there is no such
Documentation, to its closest reasonable equivalent).

            1.8 "Initial Term" is defined in Section 9.1 below.

            1.9 "Intellectual Property" shall mean any and all trade secrets,
patents, copyrights, trademarks, service marks, trade names, domain names, trade
dress, URLs, brand features, know-how and similar rights of any type under the
laws of any applicable governmental authority, including, without limitation,
all applications and registrations relating to any of the foregoing.

            1.10 "Intellectual Property Rights" shall mean all rights in and to
Intellectual Property.

            1.11 "Maintenance and Support Services" means the services described
in Section 2 below.

            1.12 "Maintenance Update" means any workaround, bug fix or other
software code for a Supported Product that is primarily designed to correct an
Error in or other Problem caused by such Supported Product.

            1.13 "Object Code" means computer programming code in compiled,
machine readable format, running, to the extent requested under a Work Plan or
SOW, on each of Unix (at least Tru64 and HP-UX) and Windows NT (or their
successor operating systems), together with all related end-user or installation
manuals and other similar documentation.

            1.14 "Party" or "party" means Vert, VNI and/or VNE, as applicable,
on the one hand, and Converge on the other hand.

            1.15 "Personnel" means agents, employees, independent contractors,
temporary employees or subcontractors engaged or appointed by Converge, VNI or
VNE, respectively.

            1.16 "Problem" means a Severity Level 1, 2, 3 or 4 problem with a
Supported Product (whether or not attributable or believed to be attributable to
an Error), as such problems are described in greater detail in Exhibit A hereto.

            1.17 "Problem Report" means a report by Converge of a Problem with
respect to a Supported Product, which report indicates the Problem and
identifies its Severity Level.

            1.18 "Professional Services" means services performed or to be
performed by VNE hereunder with respect to the development of Converge-Requested
Enhancements, the implementation of or migration to new Products or
Enhancements, customer installations of the Products, training with respect to
use or operation of the Products or any Enhancements (including training
designed to enable Converge to provide Level 1 support for the Supported
Products), consulting services with respect to the Products or their hardware or
other application and system software environments, or any other services
described in Section 3 below.


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            1.19 "Quarterly Allocation" means the quarterly allocation of
Services being made available to Converge hereunder, as specified in greater
detail in Exhibit C attached hereto.

            1.20 "Renewal Term" is defined in Section 9.1 below.

            1.21 "Services" means all of the services provided or to be provided
by VNE under this Agreement, including, without limitation, the Maintenance and
Support Services and the Professional Services.

            1.22 "Source Code" means computer programming code in human
readable, high-level language format, together with all related documentation
(including programmers' notes and annotations, logic flows, etc.).

            1.23 "Support Day" means Monday through Friday, excluding
VNE-recognized holidays.

            1.24 "Support Hours" means the hours between 8:00 a.m., Eastern
Time, and 5:00 p.m., Eastern Time on Support Days.

            1.25 "Support Request" means a question, inquiry or other support
request by Converge with respect to a Deployed Product, but excluding any
Problem Report or request for an Enhancement. Should any question, inquiry or
other support request by Converge include or encompass a Problem Report, the
portion of such question, inquiry or other support request that is a Problem
Report shall be treated as such and the remainder shall be treated as a Support
Request.

            1.26 "Supported Products" means the Deployed Products, as such term
is defined under the Subscription License Agreement, but excluding the
Structured Negotiations Product, as such term is defined under the Subscription
License Agreement.

            1.27 "Term" means the Initial Term and any Renewal Term(s).

            1.28 "Vert-General Release Enhancement" shall have the meaning
ascribed to such term under the Subscription License Agreement.

            1.29 "VNE Service Personnel" means the VNE personnel primarily
responsible for performing the Services hereunder, including any such personnel
identified on Exhibit C attached hereto.

      2. Maintenance and Support Services.

            2.1 General. The Maintenance and Support Services provided by VNE
hereunder shall encompass responding to Problem Reports and Support Requests,
and providing Converge with Maintenance Updates, as more particularly described
in, and subject to the provisions of, this Agreement.

            2.2 Converge Support Personnel. Only authorized personnel designated
by Converge ("Converge Support Personnel") may communicate Problem Reports and
Support


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Requests to VNE. The number of Converge Support Personnel will not exceed seven
persons without VNE's prior approval. The initial Converge Support Personnel
shall be identified to VNE in writing within 10 business days following the
Effective Date. Converge may change the Converge Support Personnel on written
notice to VNE; provided, however, that Converge shall use reasonable efforts not
to change the Converge Support Personnel more frequently than once every 30
days. All replacement personnel shall be required to participate in Support
Training as described in Section 3.3 below. Converge Support Personnel will be
the "single point of contact" for the Maintenance and Support Services provided
by VNE under this Section 2.

            2.3 Method of Reporting. All Problem Reports and Support Requests
shall be communicated by the Converge Support Personnel to VNE as follows: (1)
via telephone at 1-877-249-1423, or such other telephone number(s) as VNE may
provide to Converge from time to time, or (2) via electronic mail to
support.solutions@verticalnet.com, or such other e-mail address(es) as VNE may
provide to Converge from time to time, or (3) in person to VNE Service Personnel
(if any) on Converge premises at the time; provided, however, that the Converge
Support Personnel shall communicate all Severity Level 1 and Severity Level 2
Problems to VNE via method (1) or method (3) above. Converge shall classify all
Problems reported to VNE according to the Problem Severity Levels listed in
Exhibit A attached hereto.

            2.4 Support Responsibilities. Converge and the Converge Support
Personnel shall be responsible for providing "Level 1" (help desk-type support)
support to both Converge personnel (internal help desk) and Converge users
(external help desk), for each of the Supported Products on which VNE has
provided training as set forth in Section 3.3 below. Subject to the provisions
of this Section 2, VNE shall be responsible for providing "Level 2" (responding
to technical inquiries) and "Level 3" (code fixes) support for such Supported
Products. In the case of Supported Products for which Converge is providing
Level 1 support, Converge shall not escalate Problem Reports or Support Requests
to VNE until such Problem Reports or Support Requests have been reasonably
escalated through the "Level 1" support procedures of Converge. In addition,
Converge shall conduct reasonable problem identification and isolation
activities to determine whether or not a given problem relates to the Products
(i.e., whether a "Problem" as defined exists). Converge shall not escalate
Problem Reports or Support Requests to VNE prior to conducting such activities
or if Converge has determined that the Problem Report or Support Request does
not relate to the Supported Products.

            2.5 Additional Information for Problems. With respect to each
Problem reported to VNE, Converge shall provide, at the time the Problem Report
is communicated to VNE and to the extent known to or reasonably ascertainable by
Converge, information that will enable VNE to reproduce (in as complete a
step-by-step manner as is reasonably possible), or verify the existence of the
Problem, plus any additional information regarding the Problem that Converge
believes will assist in the diagnosis thereof and response thereto. The parties
shall reasonably cooperate to obtain and provide to VNE any additional
information about the reported Problem that may be relevant to diagnosing and
responding thereto. In the event that Converge is unable to make a determination
based on the problem identification and isolation activities described in
Section 2.4 or reproduce, or provide the information necessary for VNE to
diagnose or reproduce, any Problem, Converge may request VNE's assistance in
performing identification and isolation or reproducing the Problem and/or
generating or documenting such information.


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            2.6 Response to Problem Reports. VNE shall use its reasonable best
efforts to provide Converge with an initial response to and status reports for
all Problems reported by Converge, and to resolve all Problems identified, in
accordance with the provisions of Exhibit B attached hereto; provided, however,
that VNE shall have no further obligation to respond to or attempt to diagnose
or resolve a Problem once it is determined not to be attributable to Errors. VNE
will review all Problem Requests submitted by Converge at the Problem Severity
Level indicated by Converge unless another Problem Severity Level is clearly
warranted. In the event of a reasonable uncertainty, the parties will assume a
higher Severity Level for a Problem until they have sufficient information to
make a determination that a lower Severity Level is warranted. If, at Converge's
request, VNE responds to a Problem at a Severity Level that is higher than what
proves to be the actual Severity Level of the Problem, or if VNE's review of a
Problem reported by Converge establishes that the Problem was not due to an
Error, Converge shall pay or reimburse VNE for all incremental fees and expenses
reasonably incurred by VNE in performing such activities.

            2.7 Response to Support Requests. VNE shall respond to all Support
Requests submitted by Converge within a reasonable period of time, taking into
consideration the nature of the Support Request, its impact on Converge's
business operations and any Problem Reports or other Support Requests VNE is
responding to at such time.

            2.8 Tracking Procedures. VNE will maintain procedures and systems
designed to ensure that Problem Reports and Support Requests submitted by
Converge are properly logged and tracked. In addition, VNE will provide to
Converge a weekly status log of Problem Reports and Support Requests currently
being tracked. Such report shall identify, as appropriate, each Problem Report
or Support Request as submitted by Converge, the Severity Level for each
identified Problem, the date and time each Problem Report or Support Request was
received by VNE, an assessment of the Problem Report or Support Request and an
action plan detailing the proposed method of resolution, and an estimated time
schedule for delivery of any necessary Error corrections.

            2.9 Remote Access. Converge shall provide VNE with remote access,
via modem, the Internet or some other remote communications method mutually
agreed-upon by the parties and subject to Converge's network security procedures
and requirements, to Converge's servers on which the Supported Products are
installed for the sole and limited purpose of enabling VNE to fulfill its
obligation to provide Maintenance and Support Services hereunder. Converge shall
be responsible for all costs associated with providing data network connectivity
at the point of connectivity to Converge's data network. The parties will share
equally in the cost of such connectivity between VNE's facilities and Converge's
facilities (including all associated telecommunications charges). VNE shall not
be responsible for any delay in providing Maintenance and Support Services under
this Agreement to the extent such delay is due to Converge's adoption of
unreasonable network security procedures or requirements.

            2.10 Provision of Maintenance Updates. VNE shall provide Converge
with Maintenance Updates as VNE makes them generally available to its other
customers. Converge agrees to install in the recommend environments all
Maintenance Updates within a reasonable time following the date they are
provided by VNE, taking into consideration any testing and customization
required by Converge (the parties expect that the time for such installation


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generally will not exceed 90 days). Should Converge find one or more material
deficiencies in any Maintenance Update, Converge shall promptly identify such
deficiencies to VNE in reasonable detail.

            2.11 Method of Delivery. VNE will transfer to Converge all
Maintenance Updates, and any associated Documentation, by remote
telecommunications from the VNE place of business, to a Converge computer
located at a Converge place of business in the Commonwealth of Massachusetts, if
any. If any such Maintenance Update and/or associated Documentation cannot be
delivered via remote telecommunications to a Converge computer located at a
Converge place of business in the Commonwealth of Massachusetts, such
Maintenance Update and/or Documentation will be installed by VNE on a Converge
computer located at a Converge place of business in the Commonwealth of
Massachusetts, if any. Converge will not obtain title or possession of any
tangible personal property, including any storage media, as a result of the
delivery of any Maintenance Update or associated Documentation under this
Agreement.

            2.12 Acceptance. Each Maintenance Update will be deemed accepted by
Converge upon Converge's receipt of the complete delivery thereof to a Converge
computer located at a Converge place of business.

            2.13 License Rights. The scope of Converge's license rights to all
Maintenance Updates shall be as set forth in the Subscription License Agreement.
Except as may be set forth in the Subscription License Agreement, Converge
acknowledges and agrees that Vert has no obligation to deliver Source Code for
any Maintenance Update, or to grant Converge any license to use the Source Code
form of any Maintenance Update.

            2.14 Tracking of Maintenance Updates. VNE will maintain procedures
and systems designed to ensure that all Maintenance Updates are compatible with
previous versions of the Supported Products and any previously provided
Maintenance Updates and Enhancements.

            2.15 Modifications by Converge. Converge may notify VNE at least 10
Business Days in advance, through the Problem reporting process above, of
Converge's desire to modify any Supported Product, or the hardware and other
application and system software environment for any Supported Product. Within 10
Business Days of VNE's receipt of Converge's written notice, VNE will provide
Converge with any recommendations that VNE may have as to how Converge should
implement the desired modification. VNE shall have no responsibility for any
Problems, Errors or other issues with respect to the Supported Products that are
due to Converge's failure to ask for or follow any such recommendations of VNE.

      3. Professional Services.

            3.1 Project Managers. Each of Converge and VNE shall appoint a
Project Manager to coordinate such party's activities with respect to the
Professional Services hereunder. The initial VNE Project Manager shall be
Michael Decker and the initial Converge Project Manager shall be Farooq Ahmad.
Either party may change its Project Manager on notice (via e-mail or in some
other reasonable fashion not necessarily in accordance with the express notice


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provisions of this Agreement) to the other party's Project Manager and
Relationship Manager at any time.

            3.2 Monthly Work Plans. As reasonably requested by either party, the
Converge Project Manager and the VNE Project Manager will conduct planning
meetings to determine the Professional Services that VNE will provide to
Converge for each month during the Term. In connection with each such planning
meeting, the Converge Project Manager and the VNE Project Manager will jointly
prepare a written work summary or plan (each, a "Work Plan") indicating the
Professional Services to be performed by VNE for such month. The Work Plan shall
identify those Professional Services that the Project Managers anticipate can be
performed without causing VNE to materially exceed (on a pro-rata monthly basis
for the given quarter, unless otherwise mutually agreed upon in writing) the
Quarterly Allocation for any quarter during the Term. All Professional Services
that the Project Managers anticipate will cause VNE to materially exceed (on a
pro-rata monthly basis for the given quarter, unless otherwise mutually agreed
upon in writing) the Quarterly Allocation shall either be separately identified
in the applicable Work Plan or performed by VNE pursuant to a Statement of Work
prepared in accordance with the following provisions of this Section 3. The
Converge Project Manager and the VNE Project Manager may amend any Work Plan
upon their written agreement at any time.

            3.3 Training to Converge. VNE will provide, and the Work Plans will
encompass as appropriate, VNE providing reasonable training and available
training materials to enable Converge to provide Level 1 support for the
Supported Products ("Support Training"). Support Training will include both
introductory training reasonably in advance of when new Supported Products are
put into production by Converge and periodic refreshers as appropriate when
Maintenance Updates and Vert-General Release Enhancements are released. Support
Training will be provided at mutually agreed locations and times.

            3.4 Environment and Deployment Process. As part of the Professional
Services provided by VNE, VNE will create a document entitled, "Environment and
Deployment Process." This document will detail the recommended Supported Product
environments and the build and deployment process for the Supported Products.
VNE agrees to complete a draft of this document for Converge's review within 30
days following the Effective Date. Converge agrees to review and provide final
comments on this draft document within 30 days after receipt thereof. Both
parties shall use commercially reasonable efforts to reach a mutual agreement on
the document and execute the final document within 90 days following the
Effective Date.

            3.5 Initial Request and Response. If Converge desires that VNE
perform any Professional Services that the Project Managers anticipate would
cause VNE to materially exceed (on a pro-rata monthly basis for the given
quarter, unless otherwise mutually agreed upon in writing) the Quarterly
Allocation, Converge shall submit to VNE a written request for such Professional
Services, which request shall detail the Professional Services being requested
in reasonable detail. Within 45 days after VNE's receipt of Converge's request
for VNE to perform any such Professional Services, VNE shall furnish to Converge
a preliminary statement of work (including proposed pricing, which shall take
into account any portion of such work that will be covered by a portion of the
Quarterly Allocation) under which VNE would be willing to perform such
Professional Services for Converge (each, a "Proposed SOW"). VNE may respond to


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separate requests for Professional Services in a single Proposed SOW; provided,
however, that the Proposed SOW will itemize the foregoing information separately
for each of the requested Professional Services.

            3.6 Finalization of Proposed SOWs. If Converge desires to have VNE
provide any Professional Services under the terms of a Proposed SOW, Converge
shall notify VNE thereof in writing. Should Converge wish to negotiate the terms
of the Proposed SOW, the Converge Project Manager and the VNE Project Manager
shall promptly and in good faith discuss and agree upon what revisions, if any,
should be made to the Proposed SOW. Should the Converge Project Manager and the
VNE Project Manager reach mutual agreement on such revisions, if any, the
Proposed SOW shall be finalized and executed by both parties in writing (each, a
"Final SOW").

            3.7 Change Orders. Either party may request changes to a previously
agreed upon Final SOW. In such event, VNE will inform Converge the impact of
such changes. Changes to any Final SOW will be specified in a written change
order or amendment to the Final SOW. Neither party shall be bound by any change
order or amendment to a Final SOW unless and until such change order or
amendment has been executed by both parties in writing.

            3.8 Implementation. VNE will use commercially reasonable efforts to
perform all Professional Services covered by a Work Plan or Final SOW in
accordance with the schedule for performance of such Services set forth therein
(or within a reasonable time, with due regard for the consequences of delayed
performance, if no such schedule is set forth). Converge will reasonably
cooperate with VNE in connection with its performance of such Professional
Services as specified in the corresponding Work Plan or Final SOW and as may
otherwise be reasonably requested by VNE. VNE shall not be liable for any
default or delay in performance of such Professional Services to the extent the
same is attributable to the failure of Converge to comply in any material
respect with its obligations under this Agreement or any Work Plan or Final SOW.

            3.9 Method of Delivery. VNE will transfer to Converge all
Converge-Requested Enhancements to Converge, and any associated Documentation,
by remote telecommunications from the VNE place of business, to a Converge
computer located at a Converge place of business in the Commonwealth of
Massachusetts, if any. If any such Converge-Requested Enhancement and/or
associated Documentation cannot be delivered via remote telecommunications to a
Converge computer located at a Converge place of business in the Commonwealth of
Massachusetts, such Enhancement and/or Documentation will be installed by VNE on
a Converge computer located at a Converge place of business in the Commonwealth
of Massachusetts, if any. Converge will not obtain title or possession of any
tangible personal property, including any storage media, as a result of the
delivery of any Converge-Requested Enhancement or associated Documentation under
this Agreement.

            3.10 Acceptance. Each Converge-Requested Enhancement provided to
Converge under a Final SOW will be subject to acceptance testing by Converge in
accordance with the provisions of its corresponding Final SOW. All other
Converge-Requested Enhancements provided to Converge under this Agreement will
be deemed accepted by


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Converge upon Converge's receipt of the complete delivery thereof to a Converge
computer located at a Converge place of business.

            3.11 Ownership; License to Vert. Unless otherwise expressly stated
in an applicable Work Plan or Final SOW, Vert shall be the sole and exclusive
owner of all Converge-Requested Enhancements, but excluding any portions thereof
that are or were developed independently by Converge or its Affiliates
("Converge-Independent Materials") and any portions thereof that are Converge
Brand Features or Third-Party Materials. Except as the parties may otherwise
agree in writing, Converge, to the extent it has the legal right to do so,
hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right
and license to use, load, store, transmit, execute, copy, market, distribute, in
any medium or distribution technology whatsoever, known or unknown, display,
perform and sublicense the Converge-Independent Materials and the Third-Party
Materials, in both Source Code and Object Code formats, and to make unlimited
instantiations thereof, for any and all purposes. As used herein, "Converge
Brand Features" means all logos, trademarks, service marks and trade names,
brand names and other brand features of Converge and its licensors (other than
Vert). As used herein, "Third-Party Materials" means any products or materials
of third parties (including Converge's licensors and third-party contractors) to
be incorporated into or provided as part of any Converge-Requested Enhancement.
Converge shall use reasonable efforts to identify to VNE all relevant
Third-Party Materials in the applicable Work Plan or Final SOW.

            3.12 License Rights of Converge. The scope of Converge's license
rights to each Converge-Requested Enhancement shall be as set forth in the
Subscription License Agreement and, if relevant, the applicable Final SOW.
Except as may be set forth in the Subscription License Agreement or as the
parties may otherwise expressly agree in writing, Converge acknowledges and
agrees that Vert has no obligation to deliver Source Code for any
Converge-Requested Enhancement, or to grant Converge any license to use the
Source Code form of any Converge-Requested Enhancement.

            3.13 Installation and Configuration. Converge shall be responsible
for installing and configuring any Converge-Requested Enhancements provided by
VNE hereunder. Converge may request, and VNE will provide, reasonable assistance
to Converge in its efforts to install and configure such Enhancements as part of
the Professional Services provided hereunder.

            3.14 Third-Party Technology. Except as the parties may otherwise
expressly agree in writing, Converge shall be responsible for paying for and,
with VNE's assistance, securing license rights to any third-party technology
required for the provision or use of any Converge-Requested Enhancements
provided under this Agreement. Vert shall use reasonable efforts to identify to
Converge all required license rights to third-party technology in the applicable
Work Plan or Final SOW.

            3.15 Unforseen Costs and Expenses. Notwithstanding anything to the
contrary in this Section 3, neither party shall be obligated to incur any costs
or expenses in connection with the performance or implementation of a Work Plan
or Final SOW unless such Work Plan or Final SOW reasonably contemplates that
such party shall be responsible for such costs or expenses, or such party
otherwise agrees in writing to incur such costs and expenses.


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            3.16 Escalation Procedures. Should the Converge Project Manager and
the VNE Project Manager be unable to reach agreement on any matter within the
scope of their discretion under this Section 3, the matter shall be escalated to
the parties' respective Relationship Managers for discussion. In addition,
should either party believe that the other party has failed to fulfill its
obligations under Section 2 or this Section 3 above, the matter shall be
escalated to the parties' respective Relationship Managers for discussion. The
initial VNE Relationship Manager shall be William Swank and the initial Converge
Relationship Manager shall be Francesco DeMarchis. Either party may change its
Relationship Manager on notice (via e-mail or in some other reasonable fashion
not necessarily in accordance with the express notice provisions of this
Agreement) to the other party's Project Manager and Relationship Manager at any
time, except that the Relationship Manager always shall be at the director level
or higher.

      4. Fees and Payments.

            4.1 Minimum Fee During Initial Term. Converge shall pay to VNE a
minimum fee of Four and One-Half Million Dollars ($4,500,000) for VNE's
provision of the Services during the Initial Term (the "Initial Term Minimum
Fee"). Converge shall pay the Initial Term Minimum Fee to VNE in 18 equal
installments of Two Hundred Fifty Thousand Dollars ($250,000) (each, a "Monthly
Installment"). Converge shall pay the first such Monthly Installment to VNE on
the date this Agreement is executed and delivered by both parties. Thereafter,
Converge shall pay each such Monthly Installment to VNE no later than the first
day of each month during the Initial Term (November 2001 and through March
2003). All such Monthly Installments are non-refundable.

            4.2 Minimum Fee During Each Renewal Term. If the Parties mutually
agree in writing to renew this Agreement pursuant to Section 9.1, the minimum
fee payable by Converge to VNE during any such renewal period shall be as
mutually determined by the Parties.

            4.3 Application of Quarterly Allocation; Out-Of-Scope Services. For
each quarter during the Term of this Agreement that Converge pays the applicable
Monthly Installments, Converge shall be entitled to receive Services in an
amount equal to the Quarterly Allocation; provided, however, that VNE shall
provide all Maintenance and Support Services with respect to Problem Reports
(but not with respect to Support Requests) reported during such quarter, and all
Maintenance Updates released by VNE during such quarter, regardless of whether
the provision of such Services would cause VNE to exceed the Quarterly
Allocation for such quarter; and provided further, however, that if Converge
fails to make a Monthly Installment when due (subject to the cure period in
Section 9.2(c)), VNE shall not be required to provided additional Services
during the remaining portion of the applicable quarter until such payment is
made. Should Converge request and VNE provide any Professional Services, or any
Maintenance and Support Services with respect to Support Requests, that would
cause VNE to exceed the Quarterly Allocation for any quarter, then Converge
shall pay VNE's then-current time charges, or such other charges as the parties
may otherwise agree in any Final SOW ("Out-Of-Scope Services"), for such
Out-Of-Scope Services. VNE shall use commercially reasonable efforts to inform
Converge that any Professional Services requested by Converge would be
Out-Of-Scope Services prior to VNE's performance of such Professional Services.
Converge shall not be required to pay for and VNS shall not be required to
perform any such Services that have not been approved in a Work Plan or Final
SOW, or otherwise approved by Converge in writing.


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            4.4 Materials Costs and Expenses. Converge will reimburse VNE for
all reasonable materials costs and expenses actually incurred by VNE in
providing the Services under this Agreement, including travel and related
expenses; provided, however, that VNE shall bear any travel or related expenses
incurred by VNE at its sole option or as may be required in connection with the
correction of any Error. Notwithstanding the foregoing, if travel is required
due to the unavailability of remote access (see Section 2.9), then Converge
shall reimburse VNE for the reasonable costs of such travel and related
expenses. Upon Converge's request, the parties shall prepare budgets of any
materials costs and expenses to be incurred by VNE in its performance of any
Professional Services hereunder and any costs or expenses in excess of the
applicable budgeted amounts shall be subject to Converge's written approval,
such approval not to be unreasonably withheld or delayed. VNE's invoices for all
travel and related expenses shall be reasonably itemized and list all such
expenses by category/person/trip, and be accompanied by reasonable documentation
sufficient to support the deductibility by Converge of the reimbursable expense.

            4.5 Invoicing and Payments. Converge shall pay the Monthly
Installments to VNE on the dates specified in Section 4.1 and, if applicable,
Section 4.2 above. All other amounts due under this Agreement will be invoiced
by VNE to Converge on a monthly basis in arrears. All such invoiced amounts
shall be due to VNE within 30 days following Converge's receipt of VNE's
invoice. All payments will be made by Converge in U.S. dollars, without setoff,
recoupment or deduction. All fees and other amounts not paid when due shall be
subject to late charges of the lesser of (a) 1.5% per month of the overdue
amount or (b) the maximum permitted under applicable law.

            4.6 Taxes. The fees and other payments specified in this Agreement
are exclusive of any sales, use and other taxes on consumption of goods and
services ("Sales Taxes"), however designated or levied, based on this Agreement,
delivery of the Services under this Agreement, or Converge's or its Affiliates'
use thereof. In those jurisdictions in which VNE determines it is required to
register, collect and remit Sales Taxes, VNE will separately invoice Converge
for such Sales Taxes (which invoices shall be payable by Converge as set forth
in Section 4.5), collect such Sales Taxes from Converge and remit such Sales
Taxes to the proper taxing authority. In those jurisdictions in which VNE has
determined that it does not have a collection responsibility, Converge will be
required to self-assess and remit any Sales Taxes due on the purchase of taxable
property and services acquired under this Agreement. Converge will retain
ultimate responsibility and liability for remitting any Sales Taxes due on the
purchase of any property and/or services acquired under this Agreement,
including, without limitation, any interest, penalties or additions attributable
to or imposed on or with respect to any such assessment excluding any taxes
imposed upon the net income of either party). Subject to the express provisions
of this Agreement, the parties will cooperate and use their commercially
reasonable efforts to minimize or avoid, to the maximum extent allowed by law,
the obligation to pay any Sales Taxes that may be levied on payments made under
this Agreement or otherwise are chargeable by any applicable government
authority with respect to the Services.

            4.7 Tax Withholding. If laws, rules or regulations require
withholding of any taxes imposed upon amounts payable to a party hereunder, the
other party shall make such withholding payments as required and subtract such
withholding payments from the amounts payable to such party. The other party
shall submit reasonable proof of payment of the


                                       11
<PAGE>

withholding taxes to such party within 30 days after obtaining such proof. The
parties agree to fully cooperate with each other, including, without limitation,
in the filing of appropriate certificates of tax exemption, to ensure that any
withholding payments required to be made by the other party are reduced or
avoided to the fullest extent permitted by law. Converge shall be deemed to be
the sole payor of payments owed to VNE under this Agreement and shall not have
the right to substitute any domestic or foreign affiliate for that purpose, and
if Converge reincorporates or otherwise reorganizes as a foreign person that
would thereupon cause payments hereunder to VNE to become subject to
withholding, then Converge shall comply with applicable laws to the extent
required and shall gross up the payments otherwise owed to VNE so that VNE
receives, net of withholding taxes, the amounts VNE would have received if
Converge had not substituted a foreign person or had remained a domestic person.

      5. Warranty.

            5.1 Services Warranty. VNE warrants that the Services provided
hereunder will be provided in accordance with generally-accepted industry
standards applicable to the performance of services of a similar nature. In the
event of any breach of the foregoing warranty, and provided that Converge
reports such breach to VNE in writing within 90 days following the date of
performance of the Services in question, VNE shall, as its sole obligation and
Converge's sole and exclusive remedy, promptly repair, replace or re-perform the
Services in question, without additional cost to Converge, so as to correct the
warranty non-compliance as promptly as practicable (within 30 days to the extent
technically feasible).

            5.2 Disclaimer. WITH THE EXCEPTION OF THE EXPRESS WARRANTY PROVIDED
IN SECTION 5.1 AND AS THE PARTIES MAY OTHERWISE AGREE IN ANY WORK PLAN, VNI AND
ALL AFFILIATES OF VNI SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT
OF THIRD PARTY RIGHTS RELATING TO ANY SERVICES, MAINTENANCE UPDATES OR
ENHANCEMENTS PROVIDED OR TO BE PROVIDED HEREUNDER.

      6. Limitation of Liability.

            6.1 Disclaimer of Liability for Certain Damages.

                  6.1.1 Consequential and Similar Damages. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED IN ANY
MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED
TO, LOST PROFITS, REVENUES OR BUSINESS OPPORTUNITIES) HOWEVER CAUSED AND
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT
PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. The foregoing limitation


                                       12
<PAGE>

is independent of any exclusive remedies available to either party under this
Agreement, including any failure of such remedies.

                  6.1.2 Loss of Data, Usage, Etc. VERT DOES NOT GUARANTEE THAT
ANY MAINTENANCE UPDATES OR ENHANCEMENTS WILL OPERATE WITHOUT ERROR OR
INTERRUPTION AND VERT SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES ASSOCIATED WITH
LOSS OF DATA OR INTERRUPTION OR LOSS OF USE OF ANY PRODUCTS, MAINTENANCE UPDATES
OR ENHANCEMENTS RESULTING THEREFROM.

            6.2 Sole Remedy. IF A CLAIM OR CAUSE OF ACTION IS ATTRIBUTABLE TO
ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES PROVIDED OR TO BE PROVIDED UNDER
THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS AGREEMENT, TO THE EXCLUSION OF
THE REMEDIES SET FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT, SHALL CONSTITUTE
THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO A PARTY FOR SUCH CLAIM OR CAUSE OF
ACTION. IF A CLAIM OR CAUSE OF ACTION IS ATTRIBUTABLE TO A PRODUCT OR ANY
SERVICES PROVIDED UNDER THE SUBSCRIPTION LICENSE AGREEMENT, THE REMEDIES SET
FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT, TO THE EXCLUSION OF THE REMEDIES
SET FORTH IN THIS AGREEMENT, SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES
AVAILABLE TO A PARTY FOR SUCH CLAIM OR CAUSE OF ACTION. For the sake of clarity,
the parties acknowledge that claims concerning Vert's ownership of and
Converge's license rights to any Maintenance Updates, Enhancements or associated
Documentation shall be deemed to have arisen under the Subscription License
Agreement, that claims with respect to VNE's delivery of any Vert-General
Release Enhancements or associated Documentation, or the performance or
non-performance of any Vert-General Release Enhancements, shall be deemed to
have arisen under the Subscription License Agreement, and that claims with
respect to VNE's delivery of any Maintenance Updates, Converge-Requested
Enhancements or associated Documentation, or the performance or non-performance
of any Maintenance Updates or Converge-Requested Enhancements, shall be deemed
to have arisen under this Agreement. NO LIABILITY SHALL EXTEND UNDER THIS
AGREEMENT TO ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY AFFILIATES OF
VNI OTHER THAN VNE, OR THEIR LICENSORS) IF NOT INVOLVED IN THE DEVELOPMENT OR
DELIVERY OF ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES HEREUNDER.

            6.3 Maximum Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE MAXIMUM LIABILITY OF EACH PARTY TO THE OTHER OR TO ANY THIRD PARTY FOR
DAMAGES, IF ANY, RELATING TO THIS AGREEMENT OR ANY MAINTENANCE UPDATE,
ENHANCEMENT OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER, WHETHER FOR BREACH
OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, STRICT
PRODUCT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL
PURPOSE, OR OTHERWISE, SHALL NOT EXCEED (I) WITH RESPECT TO ANY ENHANCEMENT
PROVIDED HEREUNDER, THE AMOUNTS PAID BY CONVERGE TO VERT FOR SUCH ENHANCEMENT,
AND (II) WITH RESPECT TO ANY MAINTENANCE AND SUPPORT SERVICES, THE AMOUNTS PAID
BY


                                       13
<PAGE>

CONVERGE TO VERT FOR SUCH MAINTENANCE AND SUPPORT SERVICES DURING THE THREE
MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR CAUSE OF
ACTION FOR ANY SUCH DAMAGES FIRST AROSE. THE FOREGOING LIMITATIONS ON EACH
PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL BE IN ADDITION TO ANY FEES AND
OTHER AMOUNTS DUE AND OWING UNDER SECTION 4. FOR PURPOSES OF THIS SECTION 6.3,
THE TERM "PARTY" MEANS CONVERGE ON THE ONE HAND, AND VNI AND VNE COLLECTIVELY ON
THE OTHER HAND, SO THAT AS TO VNI AND VNE THE LIMITATIONS IN THIS SECTION 6.3
ARE COLLECTIVE LIMITATIONS AND NOT SEPARATE LIMITATIONS FOR EACH OF VNI AND VNE.

            6.4 Exceptions. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS
SECTION 6 SHALL NOT APPLY WITH RESPECT TO (A) ANY CLAIMS OF BODILY INJURY OR
DAMAGE TO TANGIBLE PERSONAL PROPERTY RESULTING FROM WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE, (B) ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 7, OR
(C) LIABILITY FOR PAYMENT OF INTEREST ADDED BY A COURT OF LAW OR AN ARBITRATION
PANEL TO A JUDGMENT ENTERED IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT.

            6.5 Duty to Mitigate. Each party will have a duty to take reasonable
steps to mitigate damages for which the other party is responsible.

            6.6 Acknowledgement. Each of the parties acknowledge that the
disclaimers and limitations set forth in this Section 6 are an essential element
of this Agreement between the parties and that the parties would not have
entered into this Agreement without such disclaimers and limitations.

      7. Confidential Information.

            7.1 Definition of Confidential Information. "Confidential
Information" as used in this Agreement shall mean any and all proprietary or
non-public information of a party whether in oral, written or other tangible
form that the party disclosing the information (the "Discloser") designates as
being confidential or which, under the circumstances surrounding disclosure, the
receiving party (the "Recipient") knows or has reason to know should be treated
as confidential.

            7.2 Nondisclosure and Nonuse Obligations. Each of the parties, as
Recipient, agrees that such Recipient will not use, disseminate, or in any way
disclose any Confidential Information of the other party, as Discloser, to any
person, firm or business, except to the extent necessary for the performance of
such party's obligations or the enjoyment of such party's rights and benefits
hereunder, and for any other purpose such Discloser may hereafter authorize in
writing. Each of the parties, as Recipient, agrees that such Recipient shall
treat all Confidential Information of the other party, as Discloser, with the
same degree of care as such Recipient accords to such Recipient's own
Confidential Information, but in no case less than reasonable care. Each of the
parties, as Recipient, agrees that such Recipient shall disclose Confidential
Information of the other party, as Discloser, only to those of such Recipient's
employees who need to know such information, and such Recipient certifies that
such Recipient employees have


                                       14
<PAGE>

previously agreed, either as a condition to employment or in order to obtain the
Confidential Information of the Discloser, to be bound by terms and conditions
substantially similar to those terms and conditions applicable to such Recipient
under this Agreement. Each of the parties, as Recipient, shall immediately give
notice to the other party, as Discloser, of any unauthorized use or disclosure
of Discloser's Confidential Information. Each of the parties, as Recipient,
agrees to assist the other party, as Discloser, in remedying any such
unauthorized use or disclosure of Discloser's Confidential Information.

            7.3 Exclusions from Nondisclosure and Nonuse Obligations. The
obligations under this Section 7 of each of the parties, as Recipient, with
respect to any portion of the Confidential Information of the other party, as
Discloser, shall not apply to such portion that Recipient can document: (a) was
in the public domain at or subsequent to the time such portion was communicated
to Recipient by Discloser through no fault of Recipient; (b) was rightfully in
Recipient's possession free of any obligation of confidence at or subsequent to
the time such portion was communicated to Recipient by Discloser; (c) was
developed by employees or agents of Recipient independently of and without
reference to any information communicated to Recipient by Discloser; or (d) was
communicated by Discloser to an unaffiliated third party free of any obligation
of confidence. A disclosure by either of the parties, as Recipient, of
Confidential Information of the other party, as Discloser, either (i) in
response to a valid order by a court or other governmental body; (ii) as
otherwise required by law; or (iii) as necessary to establish the rights of
either party under this Agreement, shall not be considered to be a breach of
this Agreement by Recipient or a waiver of confidentiality for other purposes;
provided, however, that Recipient shall provide prompt prior written notice
thereof to Discloser to enable Discloser to seek a protective order or otherwise
prevent such disclosure.

            7.4 Confidentiality of this Agreement. The parties hereto agree to
keep the terms of this Agreement confidential and not to divulge any part
thereof to any third party except: (a) with the prior written consent of the
other party; (b) to any governmental body having jurisdiction to request and to
read the same; (c) as otherwise may be required by law or legal process; or (d)
to legal counsel representing either party. Notwithstanding the foregoing, no
disclosure of this Agreement shall be made pursuant to clauses (b) or (c) of the
foregoing sentence without the disclosing party first giving the other party
reasonable notice prior to the intended disclosure so as to allow the other
party sufficient time to seek a protective order or otherwise assure the
confidentiality of this Agreement as that other party shall deem appropriate.
Each party agrees not to file this Agreement as an exhibit to its SEC filings
without first redacting and requesting confidential treatment for any
information reasonably considered by the other party to be confidential. Such
other party shall inform the first party of any such information it wishes to
redact and request confidential treatment for within five Business Days
following the date such other party is requested to do so in writing. Nothing
herein shall prohibit either party from complying with applicable securities or
other laws, rules or regulations.

      8. Non-Solicitation. During the Term of this Agreement and for a period of
one year thereafter, Converge and Vert each agree not to directly or indirectly
solicit, encourage or cause others to solicit or encourage any employees or
individual independent contractors of the other party to terminate their
employment or independent contracting relationship with the other party and
become an employee or independent contractor of the soliciting party or its
Affiliate. This provision does not prohibit a party's responding to unsolicited
employment inquiries and/or any


                                       15
<PAGE>

indirect solicitations and other employment activities (e.g., job postings,
advertising of positions) that are not specifically targeted at any particular
individual.

      9. Term; Events of Default; and Termination.

            9.1 Term. The initial period of this Agreement (the "Initial Term")
shall commence upon the Effective Date and continue until March 31, 2003.
Thereafter, this Agreement shall renew only upon the mutual written agreement of
the parties for up to three additional renewal terms of one year each (each, a
"Renewal Term"). Notwithstanding the foregoing provisions of this Section 9.1,
in the event any Services or other obligations of either party (including
payment obligations) with respect to any Final Work Plan have not been completed
or discharged as of the date on which this Agreement would otherwise expire,
this Agreement shall remain in effect solely with respect to such Work Plan
until such Services or other obligations have been completed or discharged.

            9.2 Events of Default. The occurrence of any one or more of the
following acts, events or occurrences shall constitute an "Event of Default"
under this Agreement: (a) either party becomes insolvent, files for bankruptcy
or is subjected to involuntary bankruptcy proceedings that are not dismissed
within 60 days, or makes a general assignment for the benefit of its creditors;
(b) either party breaches any material provision of this Agreement and the
result is the non-breaching party experiencing a substantial deprivation of the
benefits to which the non-breaching party is entitled under this Agreement,
which material breach is not cured by the breaching party within 30 days after
the breaching party's receipt of the non-breaching party's written notice
specifying the breach in detail; provided, however, that if the breach is of
such a nature that it may be cured, but it may not reasonably be cured within
such 30-day period, the non-breaching party may not terminate this Agreement
unless such breach is not cured by the breaching party on or before the 60th day
after the breaching party's receipt of the non-breaching party's notice of
breach if breaching party has commenced substantial efforts to cure the breach
within the initial 30-day period and has continued in good faith to work to cure
the breach as soon as reasonably practicable thereafter, or (c) Converge fails
to pay when due any amounts payable under Section 4 and fails to cure such
breach within 3 Business Days after VNE gives Converge written notice specifying
the breach.

            9.3 Termination. Immediately upon the occurrence of an Event of
Default by either party, the other party shall have the right, but not the
obligation, to terminate this Agreement, exercisable by such other party giving
written notice thereof to first party within 10 Business Days after the
occurrence of such Event of Default. In addition, this Agreement shall
automatically terminate upon any termination of the Subscription License
Agreement as permitted thereunder.

            9.4 Effect of Termination. Upon the expiration or termination of
this Agreement, each party shall erase, destroy or return to the other party all
copies of the Confidential Information of or provided by such party under this
Agreement and, upon such other party's written request, shall certify its
compliance with this Section 9.4 to the other party in writing. Notwithstanding
the foregoing provisions of this Section 9.4, with respect to and for so long as
any licenses granted to Converge respecting Deployed Products and/or Source Code
under the Subscription License Agreement survive the expiration or termination
of this


                                       16
<PAGE>

Agreement, Converge shall not be required to erase, destroy or return any
Confidential Information of Vert or its Affiliates respecting such Deployed
Products and/or Source Code.

            9.5 Effect of Vert Non-Renewal Election. If VNE or VNI is unwilling
to renew this Agreement on its existing terms for any Renewal Term, a "Vert
Non-Renewal Election" shall be deemed to have occurred. In the event of a
Vert-Non-Renewal Election, in addition to any rights or remedies that may be
available to Converge under the Subscription License Agreement, the provisions
of Section 8 above shall cease to apply with respect to Converge's solicitation
or encouragement of any of the VNE Service Personnel to terminate their
employment or independent contracting relationship with VNE and become an
employee or independent contractor of Converge or its Affiliate.

            9.6 Effect of Converge Non-Renewal Election. If VNE or VNI is
willing to renew this Agreement on its existing terms for any Renewal Term, but
Converge elects not to renew this Agreement for any for any reason, a "Converge
Non-Renewal Election" shall be deemed to have occurred. In the event of a
Converge-Non-Renewal Election, the rights or remedies that may be available to
Converge under the Subscription License Agreement, if any, shall apply.

            9.7 Survival. Sections 3.11, 3.12, 4.1, 4.2, 4.6, 4.7, 5.2, 6, 7, 8,
9.4, 9.5, 9.6, 9.7 and 10 shall survive any expiration or termination of this
Agreement. In addition, all payment obligations under Section 5 that pertain to
Services provided or otherwise accrue prior to the effective date of expiration
or termination of this Agreement shall survive such expiration or termination.

      10. General.

            10.1 Notices. All notices permitted or required under this Agreement
("Notices") shall be in writing and shall be delivered as follows with notice
deemed given as indicated (a) by personal delivery when delivered personally;
(b) by overnight courier upon written verification of receipt; or (c) by
certified or registered mail, return receipt requested, five days after deposit
in the mail. All Notices shall be properly addressed as follows, or to such
other addresses as may be specified in a Notice given hereunder:

If to VNI or VNE:                         with a copy to:

Attn: General Counsel                     Attn: Michael L. Pillion
VerticalNet, Inc.                         Morgan, Lewis & Bockius, LLP
507 Prudential Road                       1701 Market Street
Horsham, Pennsylvania 19044               Philadelphia, Pennsylvania 19103


                                       17
<PAGE>

If to Converge:

Attn: General Counsel
Converge, Inc.
Four Technology Drive
Peabody, MA  01960

            10.2 Force Majeure. Except for the obligation to pay monies due,
neither party shall be liable hereunder by reason of any failure or delay in the
performance of its obligations hereunder (except for the payment of money) on
account of strikes, riots, insurrection, fires, flood, storm, explosions, acts
of God, war, governmental action, labor conditions, earthquakes, or any other
cause which is beyond the control of such party.

            10.3 Waiver. An effective waiver under this Agreement must be in
writing signed by the party waiving its right. The failure of either party to
require performance by the other party of any provision hereof shall not affect
the full right to require such performance at any time thereafter; nor shall the
waiver by either party of a breach of any provision hereof be taken or held to
be a waiver of subsequent breaches of that or any other provision hereof.

            10.4 Severability. In the event that any provision of this Agreement
shall be unenforceable or invalid under any applicable law or be so held by
applicable court decision, such unenforceability or invalidity shall not render
this Agreement unenforceable or invalid as a whole, and, in such event, such
provision shall be changed and interpreted so as to best accomplish the
objectives of such provisions within the limits of applicable law or applicable
court decisions.

            10.5 Headings. The section headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or extent of such section or in any way affect such
section.

            10.6 Choice of Law; Waiver of Jury Trial; Limitation of Action. This
Agreement and performance under this Agreement shall be governed by the laws of
the United States of America and of the Commonwealth of Pennsylvania as applied
to agreements entered into and to be performed entirely within Pennsylvania
between Pennsylvania residents, excluding its conflicts of law provisions. The
United Nations Convention on Contracts for the International Sale of Goods is
specifically excluded from application to this Agreement. The parties expressly
waive any right to a jury trial regarding disputes related to this Agreement.
Unless otherwise provided by local law without the possibility of contractual
waiver or limitation, any legal or other action related to this Agreement must
be commenced no later than two years from the date on which the cause of action
arose.

            10.7 No Agency. Nothing contained herein shall be construed as
creating any agency, partnership or other form of joint enterprise between the
parties or to allow either party to bind the other or incur any obligation on
its behalf.

            10.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute


                                       18
<PAGE>

one and the same instrument. This Agreement shall become binding when any one or
more counterparts hereof, individually or taken together, bear the signatures of
both parties hereto. For the purposes hereof, a facsimile copy of this
Agreement, including the signature pages hereto, shall be deemed an original.

            10.9 Assignment. A party may assign this Agreement to any Affiliate.
Otherwise, neither party may assign this Agreement without the other party's
prior written consent (not to be unreasonably withheld). No transfer of this
Agreement by operation of law or change in Control of a party, including,
without limitation, by merger, consolidation or sale or other transfer of equity
interests, shall be considered an assignment for purposes of this Section 11.9.
This Agreement will bind and inure to the benefit of the parties and their
respective successors and permitted assigns.

            10.10 No Third-Party Beneficiaries. Nothing in this Agreement is
intended to confer benefits, rights or remedies unto any person or entity other
than the parties and their successors and permitted assigns.

            10.11 Non-Exclusive Agreement. Except as expressly stated herein,
this Agreement is not exclusive as to either party, and, subject to the express
provisions of this Agreement, each party will have the right to conduct any
other business in which it may now or hereafter be engaged.

            10.12 Entire Agreement. This Agreement, together with the
Subscription License Agreement and the other agreements referenced therein, are
the entire agreement between Vert and Converge relating to the subject matter of
this Agreement. This Agreement shall supersede any prior agreement or
understanding, whether written or oral, and any other communications between
Vert and Converge relating to the subject matter of this Agreement. This
Agreement may only be amended by a writing specifically referencing this
Agreement, which has been signed by authorized representatives of each party.


                                       19
<PAGE>

      IN WITNESS WHEREOF, the undersigned do hereby execute this parties have
caused this Agreement to be signed by their duly authorized representatives as
of the date first written above in this Agreement.

VerticalNet, Inc.                            Converge, Inc.

By:__________________________________        By:________________________________

_____________________________________        ___________________________________
(Print Name)                                 (Print Name)

Title:_______________________________        Title:_____________________________


VerticalNet Enterprises LLC

By:__________________________________

_____________________________________
(Print Name)

Title:_______________________________


                                       20
<PAGE>

                                    Exhibit A
                           Severity Levels of Problems

The following chart describes the distinctions between the different severity
levels for Problems reported by Converge.

<TABLE>
<CAPTION>
Severity    Definition
Level
<S>         <C>
1           A "Severity Level 1" Problem is one where critical or central
            functionality of the Supported Product is unavailable and the
            Supported Product cannot reasonably be used, or performance of
            critical or central functionality of the Supported Product is
            severely degraded, and in either such case Converge does not have or
            cannot implement a reasonable workaround. The adverse impact of a
            Severity 1 Problem on Converge's business is severe and immediate,
            and requires an immediate solution. A "Severity Level 1" Problem may
            have one or more of the following characteristics, in each case
            without Converge being able to implement a reasonable workaround:

            -     Data is corrupted or lost by the Supported Product, or the
                  Supported Product returns incorrect results, and such
                  corruption, loss or incorrect results have a material adverse
                  impact on critical or central functionality of the Supported
                  Product
            -     Complete or severe lack of ability to use the critical or
                  central functionality of the Supported Product
            -     The Supported Product crashes repeatedly
            -     Critical or central functionality of the Supported Product is
                  not operational or is severely degraded
            -     Critical or central functionality of the Supported Product
                  fails to run to completion

2           A "Severity Level 2" Problem is one where critical or central
            functionality of the Supported Product is unavailable, or
            performance of critical or central functionality of the Supported
            Product is severely degraded, but in either such case Converge can
            implement a reasonable workaround but such workaround does not
            downgrade the Problem to Severity Level 3 or 4. Use of critical or
            central functionality of the Supported Product can continue in a
            restricted fashion through use of such workaround, but the user
            still experiences a significant degradation of performance of such
            functionality. A "Severity Level 2" Problem may have one or more of
            the characteristics of a "Severity Level 1" Problem, but critical or
            central functionality of

            -     the Supported Product can continue to operate in a restricted
                  fashion through use of such workaround.

3           A "Severity Level 3" Problem causes minimal interruption to
            non-central or non-important functionality. The Problem has a minor
            impact or is inconvenient. A "Severity Level 3" Problem may have one
            or more of the following characteristics:

            -     Performance of the Supported Product is degraded in a
                  non-critical manner
            -     Performance of the Supported Product is minimally impaired
</TABLE>


                                       21
<PAGE>

<TABLE>
<S>         <C>
4           A "Severity Level 4" Problem causes no loss of use of the Supported
            Product. The following would be "Severity Level 4" Problems:

            -     Cosmetic problem with the Supported Product
            -     Documentation error
            -     Minor incorrect behavior of the Supported Product that does
                  not impede its operation
</TABLE>


                                       22
<PAGE>

                                    Exhibit B
                     Problem Response and Resolution Efforts

<TABLE>
<CAPTION>
SEVERITY        RESPONSE TIME AND STATUS REPORTS               RESOLUTION EFFORTS
 LEVEL
<S>             <C>                                            <C>
   1            -   "Initial Response" (defined                -   Continuous efforts (24x7) with
                    below) within 30 minutes after                 best available resources to
                    the Problem is reported to VNE                 provide a workaround, patch,
                    if the Problem is reported                     fix or other solution for the
                    during Support Hours.                          Problem as quickly and
                -   Initial Response within two                    efficiently as possible,
                    hours if the Problem is                        beginning as soon as
                    reported to VNE outside of                     practicable after diagnosis of
                    Support Hours, or within 30                    the Problem commences.
                    minutes following the                      -   If a workaround, patch, fix or
                    resumption of Support Hours,                   other solution is not provided
                    whichever is sooner.                           within 24 hours after
                -   Diagnosis commences as soon as                 diagnosis of the Problem
                    is reasonably practicable.                     commences, provide Converge
                -   Status reports every 24 hours                  with an assessment and action
                    thereafter.                                    plan detailing the proposed
                                                                   method of resolution and a
                                                                   time schedule for delivery of
                                                                   a correction.
                                                               -   Severity Level 1 requires
                                                                   maximum effort support until
                                                                   an emergency fix or bypass is
                                                                   developed and available for
                                                                   shipment to Converge. Critical
                                                                   situations may require
                                                                   customer, Converge and VNE
                                                                   personnel to be at their
                                                                   respective work locations or
                                                                   available on an
                                                                   around-the-clock basis.
                                                               -   Provide a final patch, fix or
                                                                   other solution within 24 hours
                                                                   that down grades the Problem
                                                                   to Severity Level 3 or less
                                                                   and that does not
                                                                   substantially impair
                                                                   performance or functionality.

   2            -   Initial Response within two                -   Continuous efforts during
                    hours after the Problem is                     Support Hours to provide a
                    reported to VNE if the Problem                 patch, fix or other solution
                    is reported during Support                     for the Problem as quickly and
                    Hours.                                         efficiently as possible,
                -   Initial Response within two                    beginning as soon as
                    hours after the resumption of                  practicable after diagnosis of
                    Support Hours if the Problem                   the Problem commences.
                    is reported to VNE outside of              -   If a patch, fix or other
                    Support Hours.                                 solution is not provided
                -   Diagnosis commences within one                 within 48 hours after
                    Support Day after the Problem                  diagnosis of the Problem
                    is reported to VNE.                            commences, provide Converge
                -   Status reports every other                     with an assessment and action
                    Support Day thereafter.                        plan detailing the proposed
                                                                   method of resolution and a
                                                                   time schedule for delivery of
                                                                   a correction.
                                                               -   Provide a final patch, fix or
                                                                   other solution within 72 hours
                                                                   that down grades the Problem
                                                                   to Severity Level 3 or less
                                                                   and that does not
                                                                   substantially impair
                                                                   performance or functionality.

   3            -   Initial Response by the end of             -   Reasonable efforts during
                    the Support Day immediately                    Support Hours to provide a
                    following the day on which the                 workaround, patch, fix or
                    Problem is reported to VNE.                    other solution for the Problem
                -   Diagnosis commences within two                 within five Support Days,
                    Support Days after the Initial                 beginning within a reasonable
                    Response                                       period of time after diagnosis
                -   Progress and status reports as                 of the Problem commences.
                    appropriate thereafter, but at
                    least weekly.

   4            -   Reasonable efforts to commence             -   Reasonable efforts to resolve
                                                                   the Problem in a
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
SEVERITY        RESPONSE TIME AND STATUS REPORTS               RESOLUTION EFFORTS
 LEVEL
<S>             <C>                                            <C>
                    diagnosis of the Problem                       future Maintenance Update.
                    within five Support Days after
                    the Problem is reported to
                    VNE.
                -   Progress and status reports as
                    appropriate thereafter.
</TABLE>

For purposes of this Exhibit B, "Initial Response" means (a) communication back
to the Converge Support Personnel by the appropriate VNE personnel acknowledging
receipt of the applicable Problem Report; and (b) consistent with the nature and
extent of the information provided by Converge to VNE, communication by VNE to
the Converge Support Personnel of VNE's initial analysis of the nature and/or
cause of the Problem and suggestions for a possible temporary or interim
solution to the Problem, including any interim work-around or other temporary
"quick fix."


                                       24
<PAGE>

                                    Exhibit C
                 Quarterly Allocation and VNE Support Personnel

<TABLE>
<CAPTION>
                                                              ESTIMATED        ESTIMATED        ESTIMATED
VERTICALNET            TITLE                PERCENTAGE        HOURS PER        NUMBER OF          TOTAL
TEAM MEMBER                                  OF TIME            WEEK             WEEKS            HOURS
<S>                  <C>                    <C>               <C>              <C>              <C>
Stephen              Project Manager           50%               20               12               240
DePalantino

Mike Decker          Support Mgr               50%               20               12               240

Christian            Programmer Analyst        50%               20               12               240
Torstensson

Roland Ngokila       Programmer Analyst        50%               20               12               240

Ken Ridler           Programmer Analyst        100%              40               12               480

Kelley Nelson        Programmer Analyst        100%              40               12               480
                                                                                                  ----
                     TOTAL HOURS                                                                  1920
                                                                                                  ====
</TABLE>

Upon notice (via e-mail or in some other reasonable fashion not necessarily in
accordance with the express notice provisions of this Agreement) to and in
consultation with the Converge Project Manager, VNE shall be entitled to replace
(or substitute temporarily for) the VNE Service Personnel identified above. Any
replacement personnel shall be reasonably qualified to perform the Services they
are to perform under this Agreement, and VNE will use reasonable efforts to
maintain continuity of assignment with respect to the VNE personnel assigned to
provide essential Services. VNE shall use commercially reasonable efforts to
limit the replacement of (or substitution for) the persons identified above
during the 90 day period immediately following the Effective Date. VNE, in the
reasonable discretion of the VNE Project Manager, shall make Mark Rodriguez
reasonably available to perform any Maintenance and Support Services that would
be materially benefited by his participation, and, notwithstanding the foregoing
sentence, VNE shall be free to substitute Mark Rodriguez for any of the persons
identified above for such purposes.


                                       25