FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENT

FOURTH AMENDMENT

TO

LETTER OF CREDIT AGREEMENT

This Fourth Amendment to Letter of Credit Agreement (the "Amendment") is entered into as of December 15, 2006, by and between COMERICA BANK ("Bank") and INTERNET CAPITAL GROUP, INC. ("ICG"), ICG HOLDINGS, INC. ("ICG Holdings"), and INTERNET CAPITAL GROUP OPERATIONS, INC. ("ICG Operations")(ICG, ICG Holdings, and ICG Operations are sometimes referred to, individually, as a "Borrower" and collectively, as the "Borrowers").

RECITALS

Borrowers and Bank are parties to that certain Letter of Credit Agreement dated as of September 30, 2002 (as amended from time to time, including without limitation that certain First Amendment to Letter of Credit Agreement dated October 20, 2003, that certain Second Amendment to Letter of Credit Agreement dated as of December 15, 2004, and that certain Third Amendment to Letter of Credit Agreement dated as of November 30, 2005, together with any related agreements, the "Agreement"). Hereinafter, all indebtedness owing by Borrowers to Bank shall be referred to as the "Indebtedness." The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

I.               Incorporation by Reference . The Recitals and the documents referred to therein are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement.

II.          Amendment to the Agreement . Subject to the satisfaction of the conditions precedent as set forth in Article IV hereof, the Agreement is hereby amended as set forth below.

A.             The definition of "Revolving Maturity Date" in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

"Revolving Maturity Date" means December 15, 2007.

B.             Bank's secondary address for notices set forth in Section 10 of the Agreement is hereby amended in its entirety to read as follows:

C.             Section 14 of the Agreement is hereby amended and restated in its entirety to read as follows:

"14.          REFERENCE PROVISION.

14.1          In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

14.2          With the exception of the items specified in Section 14.3, below, any controversy, dispute or claim (each, a "Claim") between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the "Loan Documents"), will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure ("CCP"), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the Superior Court in the County where the real property involved in the action, if any, is located or in a County where venue is otherwise appropriate under applicable law (the "Court").

14.3          The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of selfhelp remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This Agreement does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this Agreement.

14.4          The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted.

14.5          The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee