VERTICALNET INC
THIRD AMENDMENT TO LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>3
<FILENAME>w46798ex10-9.txt
<DESCRIPTION>THIRD AMENDMENT TO LEASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.9



                       THIRD AMENDMENT TO LEASE AGREEMENT


       THIS THIRD AMENDMENT is made this 1st day of August, 2000, by and between
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
("Landlord"), and VERTICALNET, INC., a Pennsylvania corporation ("Tenant").


                                   BACKGROUND:

       A.     Landlord and Tenant entered into a Lease Agreement dated April 21,
1999 (the "Lease Agreement"), as amended by First Amendment to Lease Agreement
dated May 15, 1999 (the "First Amendment") and Second Amendment to Lease
Agreement dated March 2, 2000 (the "Second Amendment")(the Lease Agreement, as
amended by the First Amendment and the Second Amendment, collectively, the
"Lease"), covering premises at 700 Dresher Road, Horsham, Pennsylvania, as more
fully described in the Lease.

       B.     Construction of the First Additional Space and the Second
Additional Space has been completed and the Costs of Construction agreed upon by
the parties and the parties desire to restate the minimum rent payable under the
Lease.

       NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and covenants contained herein and in the Lease, and intending to be
legally bound hereby, agree that the Lease is amended as follows:

       1.     All capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Lease.

       2.     Landlord and Tenant agree that the Second Additional Space was
substantially completed on June 1, 2000. Pursuant to the terms of paragraph 6 of
the Second Amendment, since substantial completion of the Second Additional
Space occurred after April 1, 2000, the schedule of minimum rent for the Second
Additional Space is required to be recalculated to reflect amortization of the
Second Additional Space Allowance over the remaining Term of the Lease at an
interest rate of 10.5%. Such recalculation is set forth on Exhibit "A" attached
hereto and incorporated herein by reference.

       3.     Landlord and Tenant desire to set forth a consolidated




<PAGE>   2


schedule of Minimum Rent applicable to the entire Premises, consisting of the
original Premises, the First Additional Space and the Second Additional Space.
Accordingly, effective on June 1, 2000, the Minimum Annual Rent set forth in
subsection 1(d)(i) of the Lease Agreement, paragraphs 5 and 6 of the Second
Amendment and Exhibit "A" of this Third Amendment are deleted in their entirety
and the following is substituted therefor:

<TABLE>
<CAPTION>
            Lease Year                        Annual                   Monthly
----------------------                        ----------------------------------
         <S>                                <C>                       <C>
         6/1/00-7/31/00                     $1,150,826.83              $ 95,902.23
         8/1/00-7/31/01                     $1,180,423.88              $ 98,368.65
         8/1/01-7/31/02                     $1,210,020.93              $100,835.07
         8/1/02-7/31/03                     $1,239,617.98              $103,301.49
         8/1/03-7/31/04                     $1,269,215.03              $105,767.91
         8/1/04-7/31/05                     $1,298,812.08              $108,234.33
         8/1/05-7/31/06                     $1,328,409.13              $110,700.75
         8/1/06-7/31/07                     $1,358,006.18              $113,167.17
         8/1/07-7/31/08                     $1,387,603.23              $115,633.60
         8/1/08-7/31/09                     $1,417,200.28              $118,100.01
</TABLE>


       4.     Section 29 of the Lease is hereby ratified and reaffirmed as
follows:

              "29.   PA Additional Remedies.


                     (a)    When this lease and the Term or any extension
thereof shall have been terminated on account of any default by Tenant, which
remains uncured after the expiration of any applicable notice and/or cure
period, or when the Term or any extension thereof shall have expired, Tenant
hereby authorizes any attorney of any court of record of the Commonwealth of
Pennsylvania to appear for Tenant and for anyone claiming by, through or under
Tenant and to confess judgment against all such parties, and in favor of
Landlord, in ejectment and for the recovery of possession of the Premises, for
which this lease or a true and correct copy hereof shall be good and sufficient
warrant. AFTER THE ENTRY OF ANY SUCH JUDGMENT A WRIT


OF POSSESSION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND WITHOUT
A HEARING. If for any reason after such action shall have been commenced it
shall be determined and possession of the Premises remain in or be restored to
Tenant,



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<PAGE>   3


Landlord shall have the right for the same default and upon any subsequent
default(s) or upon the termination of this lease or Tenant's right of possession
as herein set forth, to again confess judgment as herein provided, for which
this lease or a true and correct copy hereof shall be good and sufficient
warrant.

                     (b)    The warrant to confess judgment set forth above
shall continue in full force and effect and be unaffected by amendments to this
lease or other agreements between Landlord and Tenant even if any such
amendments or other agreements increase Tenant's obligations or expand the size
of the Premises. Tenant waives any procedural errors in connection with the
entry of any such judgment or in the issuance of any one or more writs of
possession or execution or garnishment thereon.

                     (c)    EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, TENANT
KNOWINGLY AND EXPRESSLY WAIVES ANY RIGHT, INCLUDING, WITHOUT LIMITATION, UNDER
ANY APPLICABLE STATUTE, WHICH TENANT MAY HAVE TO RECEIVE A NOTICE TO QUIT PRIOR
TO LANDLORD COMMENCING AN ACTION FOR REPOSSESSION OF THE PREMISES.

                                          Initials on behalf
                                          of Tenant:       "
                                                    -------


       5.     Tenant acknowledges and agrees that the Lease is in full force and
effect and Tenant has no claims or offsets against rent due or to become due
hereunder.

       6.     Except as expressly modified herein, the terms and conditions of
the Lease shall remain unchanged and in full force and effect.




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<PAGE>   4



       7.     This Third Amendment shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.

       IN WITNESS WHEREOF, Landlord and Tenant have executed this Third
Amendment as of the day and year first above written.


                            LANDLORD:
                            LIBERTY PROPERTY LIMITED PARTNERSHIP


                            By:      Liberty Property Trust, Sole
                                     General Partner

                                     By: /s/ Ward J. Fitzgerald
                                        ---------------------------------------
                                        Name: Ward J. Fitzgerald
                                        Title: Senior Vice President,
                                               Regional Director


                            TENANT:
                            VERTICALNET, INC.



                            By: /s/ Gene S. Godick
                               ------------------------------------------------
                               Name: Gene S. Godick
                                    -------------------------------------------
                               Title: SVP & CFO
                                     ------------------------------------------


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