Sample Business Contracts

1999 Equity Compensation Plan [Amendment No. 1] - Internet Capital Group Inc.

                             AMENDMENT NO. 1 TO THE
                          INTERNET CAPITAL GROUP, INC.
                          1999 EQUITY COMPENSATION PLAN
               (as amended and restated, effective July 25, 2001)

         WHEREAS, Internet Capital Group, Inc. (the "Company") maintains the
Internet Capital Group, Inc. 1999 Equity Compensation Plan (as amended and
restated, effective July 25, 2001) (the "Plan") for the benefit of its eligible
employees, certain advisors and consultants who perform services for the
Company, and non-employee members of the Company's Board of Directors;

         WHEREAS, the Board of Directors of the Company (the "Board") desire to
amend the Plan to: (i) increase the number of shares subject to the automatic
stock option grants made to individuals who are first elected as a member of the
Board and who are not employees of the Company; (ii) (A) increase the number of
shares subject to automatic stock option service grants to members of the Board
who are not employees of the Company ("Non-Employee Directors"), (B) provide
that such service grants will be made on a yearly basis to Non-Employee
Directors, and (C) provide that service grants will become fully vested on the
first anniversary of the date of grant; and (iii) increase the aggregate limit
of initial grants and service grants that can be made to Non-Employee Directors
under the Plan; and

         WHEREAS, Section 19(a) of the Plan provides that the Board may amend
the Plan at any time.

         NOW, THEREFORE, in accordance with the foregoing, effective January 1,
2001, the Plan shall be amended as follows:

         1.       The first sentence of Section 6(a) of the Plan shall be
amended in its entirety as follows:

                  "Initial Grants. On the date that an eligible Non-Employee
                  Director is first elected to the Board, such Non-Employee
                  Director shall receive a Nonqualified Option under the Plan to
                  purchase 300,000 Shares (an "Initial Grant")."

         2.       Section 6(b) of the Plan shall be amended in its entirety as
follows:

                  "Service Grants. Each year on the anniversary of the date that
                  an eligible Non-Employee Director was initially elected to the
                  Board (or, if applicable, the Board of Managers of Internet
                  Capital Group, L.L.C.), such Non-Employee Director shall be
                  granted a Nonqualified Stock Option for an additional 75,000
                  Shares (a "Service Grant")."

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         3.       Section 6(d) of the Plan shall be amended in its entirety as
         follows:

                  "Aggregate Limitation on Grants. Notwithstanding any provision
                  of this Plan to the contrary, the maximum number of Shares
                  subject to Initial Grants, Service Grants, and Conversion
                  Grants which may be awarded to any Non-Employee Director under
                  the Plan shall not exceed 750,000 Shares."

         4.       The second sentence of Section 6(e)(ii) of the Plan shall be
         amended in its entirety as follows:

                  "Each Service Grant shall vest in full on the first
                  anniversary of the date of the grant of such Option."

         IN WITNESS WHEREOF, and as evidence of the adoption of Amendment No. 1
set forth herein, the Board has caused this Amendment to be executed this 16th
day of October, 2001.

                                                 INTERNET CAPITAL GROUP, INC.

                                                 BY:/s/ Henry N. Nassau
                                                    -------------------
                                                 TITLE: Managing Director
                                                        -----------------