Holder

Holder. THIS EXCHANGE AGREEMENT, dated as of July 22, 2003 (this "Agreement"), by and between VERTICALNET, INC., a Pennsylvania corporation (the "Company"), and TQA MASTER FUND, LTD., a New York limited partnership (the "Holder").

Holder. JOHN DANIEL CASE (the "Holder").

Holder. STACEY B. CASE (the "Holder")

Holder. And "Holders" shall include the persons set forth on the signature page hereof and any permitted transferee or transferees of Registrable Securities (as defined below) and the Securities which have not been sold to the public to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement.

Holder. Means, as of the time of determination, any person holding Registrable Securities.

Holder. As defined in the introduction to this Warrant.

Holder. STC and its Permitted Transferees.

Holder. Means Investor and any person or entity that acquires all or a portion of this Warrant from Investor or its transferees.

Holder. Means: (i) Bank, or (ii) a transferee of Registrable Securities by Bank, to whom registration rights under this Agreement are assigned pursuant to Section 4 of this Agreement.

Holder. And "holder of this Note" are interchangeable,