Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1, dated October 31, 2002 (the "Amendment"), is an amendment to the Employment Agreement dated February 7, 2002 (the "Employment Agreement"), between VerticalNet, Inc., a...

                                                                    Exhibit 10.2

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

            THIS AMENDMENT NO. 1, dated October 31, 2002 (the "Amendment"), is
an amendment to the Employment Agreement dated February 7, 2002 (the "Employment
Agreement"), between VerticalNet, Inc., a Pennsylvania corporation (the
"Company") and Xxxx X. Xxxxxx (the "Employee"). All capitalized terms not
defined herein shall have the meaning set forth in the Employment Agreement.

            WHEREAS, the Company and the Employee desire to amend certain terms
and conditions of the Employment Agreement as further set forth herein.

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

            SECTION 1. Amendment to Section 12. Section 12 of the Employment
Agreement is amended by inserting the following sentence before the first
paragraph of such section:

            "During the 3 month period after a Change of Control, if the
            Employee terminates this Agreement for any reason by giving the
            Company written notice of termination (which the Employee shall have
            the right to do during this 3 month period), then all the rights,
            benefits and obligations under Section 11 of this Agreement for
            termination without "cause" by the Company shall apply."

            SECTION 2. Employment Agreement as Amended. The terms "Agreement"
and "Employment Agreement" as used in the Employment Agreement shall be deemed
to refer to the Employment Agreement as amended hereby. This Amendment shall be
effective as of the date hereof and, except as set forth herein, the Employment
Agreement shall remain in full force and effect and be otherwise unaffected
hereby.

            SECTION 4. Governing Law. This Amendment is governed by Pennsylvania
law.

            SECTION 5. Counterparts. This Amendment may be executed in one or
more counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the date first above written.

                                        VERTICALNET, INC.:


                                        By:______________________________
                                           Name:  Xxxxx XxXxx
                                           Title: President and CEO



                                        EMPLOYEE:

                                           ______________________________
                                           Xxxx X. Xxxxxx


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