July 18, 1997

Mr. Douglas Alexander
Reality OnLine
1000 Madison Avenue
Norristown, PA 19403-2342

Dear Doug:

     Upon further thought, additional conversations with you and recent
developments at VerticalNet we think that it makes sense to revise our original
offer extended to you on July 3, 1997.

     What follows is a summary of what would be expected of you as Managing
Director of Internet Capital Group as well as your compensation.  We believe
this is an extraordinary opportunity for us to build our core management team
and hope that you share our enthusiasm for the opportunities we are trying to
capitalize on.

     It is expected that your day to day responsibilities with Internet Capital
Group ("ICG") will be focused on working with and mentoring the management teams
of ICG portfolio companies.  In addition, as a Managing Director, your input and
help will also play a critical role in the new investment process.  It should be
understood that like the companies we invest in, ICG is a very entrepreneurial
and flat organization.  As a result, you will find that your day to day tasks
will vary greatly, and include far more than is outlined above.

     A good example of the type of projects which will occur from time to time
currently exists at VerticalNet.  Upon the acceptance of this offer, we would
like you to be the Chairman and acting CEO of VerticalNet.  Your preliminary
responsibilities as acting CEO will be to aide the entrepreneurs in the tactical
and strategic execution of the VerticalNet business model and to take the lead
role in recruiting a full time CEO.  At the conclusion of a successful CEO
search you would remain Chairman and the ICG partner responsible for


     .    Internet Capital Group will pay you a base salary of $225,000 and a
          potential bonus of $100,000 a year. The parameters for the bonus will
          be outlined in ICG's 1998 plan. For 1997, Internet Capital Group will
          guarantee your bonus pro-rated for the actual number of months of your
          employment. For example, if your employment begins August 1st, your
          bonus will be 5/12 of $100,000 or $41,667.

Mr. Douglas Alexander
July 18, 1997
Page 2 of 2


     .    Internet Capital Group will grant you founders stock in the amount of
          two and half percent of the Company. These shares are priced at one
          penny and will vest over a five-year period unless an IPO occurs at
          which time it is likely they will fully vest.

     .    VerticalNet: In addition to the options for one third percent of
          VerticalNet which have already been issued, you will receive
          additional options which will vest monthly over the first twelve
          months of your employment with Internet Capital Group bringing your
          total option package in VerticalNet to two percent of the company.

     Finally, if there is an ICG investment where we have the opportunity to
personally invest, you will have the opportunity (on a pro-rata basis) to co-
invest as well.  We are proud to extend you this offer and look forward to
working with you to capitalize on the unique opportunity that entrepreneurship
and the Internet create.

Best personal regards,

/s/ Walter W. Buckley              /s/ Kenneth A. Fox
---------------------              ------------------
Walter W. Buckley                  Kenneth A. Fox

Source: OneCLE Business Contracts.