Exhibit 10.1
FIRST
AMENDMENT
TO
INDEPENDENT
CONTRACTOR AGREEMENT
This First Amendment to Independent Contractor Agreement (the
"Amendment") is entered into effective as of January 1, 2005 by and
between Internet Capital Group Operations, Inc. (the "Company"),
Wayne Strategy Consultants, Inc. ("Wayne Strategy") and Dr. Michael
Zisman, the sole shareholder of Wayne Strategy ("Dr. Zisman" and,
together with Wayne Strategy, "Contractor").
WHEREAS, the Company and Contractor entered into the Independent
Contractor Agreement dated as of August 17, 2004 (the "Agreement");
and
WHEREAS, the Company and Contractor desire to amend the
Agreement in accordance with the terms of this Amendment.
NOW THEREFORE, in consideration of the mutual covenants and
promises contained in this Agreement, the Company and Contractor
hereby agree as follows:
Section 3 of the Agreement is hereby deleted in its entirety and
replaced with the following language:
Scope of Work and Compensation . From January 1,
2005 until the Termination Date, it is anticipated that Dr. Zisman
will devote approximately 90% of his full business time and effort
providing services to the Company. As compensation for Contractor's
performance of services under this Agreement and as consideration
for the restrictive covenants contained in this Agreement, the
Company shall pay Contractor $360,000 per
