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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 annum (pro
rated for any partial c
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