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 annum (pro rated for any partial calendar years). Additionally, Contractor shall be eligible to participate in the Company's incentive bonus plan. Contractor's target bonus will initially be $360,000 (pro rated for any partial calendar year). Determination of the amount of any bonus for Consultant shall take into account the overall percentage of target bonus declared by the Company's Board of Directors or Compensation Committee of the Board of Directors. The