December 14, 1999

Internet Capital Group, Inc.
435 Devon Park Drive, Building 800
Wayne, Pennsylvania 19087

Attention:  Kenneth A. Fox

Gentlemen and Ladies:

     The purpose of this letter agreement (the "Purchase Agreement") is to
confirm our agreement to purchase from Internet Capital Group, Inc. (the
"Company") a number of shares, rounded down to the nearest whole number (the
"Shares"), of the Company's common stock, $.001 par value per share (the "Common
Stock"), equal to $50,000,000 divided by the purchase price per share to be paid
by us for the Shares. The purchase price per share to be paid by us for the
Shares will be the same as the per share "Public Offering Price" as it appears
on the cover page of the final prospectus relating to the Company's underwritten
registered public offering of Common Stock filed with the Securities and
Exchange Commission on November 22, 1999 (the "Public Offering"), at the time
such final prospectus is first filed by the Company with the Securities and
Exchange Commission pursuant to Rule 424(b) of the rules and regulations under
the Securities Act of 1933, as amended (the "Securities Act"). Our obligation to
purchase the Shares is conditioned solely upon the closing of the Public
Offering. Delivery of and payment for the Shares (the "Closing Date") will take
place at the "Closing Time" as defined in the Underwriting Agreement with
respect to the Public Offering to be entered into among the Company and the
underwriters to be named therein. The certificate for the Shares will be in
definitive form, registered in our name. We will make payment of the purchase
price for the Shares to the Company by wire transfer of immediately available
funds.

     The Company represents and warrants that the Shares have been duly and
validly authorized and, when issued and delivered to and paid for by us pursuant
to this Purchase Agreement, will be fully paid and nonassessable. The
certificate for the Shares will be in valid form and the holders of outstanding
shares of capital stock of the Company are not entitled to preemptive rights to
subscribe for the Shares.

     We understand and acknowledge that the Shares have not been registered
under the Securities Act or any other applicable securities law, are being
offered in a transaction not requiring registration under the Securities Act
and, unless so registered, may not be offered, sold or otherwise transferred
except in compliance with the registration requirements of the Securities Act
and any other applicable securities law, pursuant to an exemption therefrom or
in a transaction not subject thereto.

     We acknowledge that neither the Company nor any person representing the
Company has made any representations to us with respect to the Company or the
offering or sale of the Shares, other than the information contained in the
Company's registration statement on Form S-1 for the Public Offering which has
been delivered to us and upon which we are relying in making our investment
decision with respect to the Shares, and we have had access to such financial
and other information concerning the Company and the Shares as we have deemed
necessary in order
<PAGE>

to make a decision to purchase the Shares, including an opportunity to ask
questions of and receive information from the Company.

     We represent and warrant that we are a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act.

     A "qualified institutional buyer" is any of the following entities, acting
     for its own account or the accounts of other qualified institutional
     buyers, that in the aggregate owns and invests on a discretionary basis at
     least $100 million in securities of issuers that are not affiliated with
     the entity:

          (a)  any organization described in section 501(c)(3) of the Internal
               Revenue Code, corporation (other than a bank as defined in
               section 3(a)(2) of the Securities Act or a savings and loan
               association or other institution referenced in section 3(a)(5)(A)
               of the Securities Act or a foreign bank or savings and loan
               association or equivalent institution), partnership, or
               Massachusetts or similar business trust; or

          (b)  any entity, all of the equity owners of which are qualified
               institutional buyers as described in clause (a) above, acting for
               its own account or the accounts of other qualified institutional
               buyers.

     We have determined our status as a "qualified institutional buyer" in
     accordance with the following guidelines:

          (i)   In determining the aggregate amount of securities owned and
                invested on a discretionary basis by us, the following
                instruments and interests were excluded: bank deposit notes and
                certificates of deposit; loan participations; repurchase
                agreements; securities owned but subject to a repurchase
                agreement; and currency, interest rate and commodity swaps.

          (ii)  The aggregate value of securities owned and invested on a
                discretionary basis by us was deemed to be the cost of such
                securities, except where we report our securities holdings in
                our financial statements on the basis of their market value, and
                no current information with respect to the cost of those
                securities has been published. In the latter event, the
                securities were valued at market.

          (iii) In determining the aggregate amount of securities owned by us
                and invested on a discretionary basis, securities owned by our
                subsidiaries that are consolidated with us in our financial
                statements prepared in accordance with generally accepted
                accounting principles were included if the investments of such
                subsidiaries are managed under our discretion.

     We further represent and warrant that we are acquiring the Shares for our
own account, for investment purposes, not with a view to, or for offer or sale
in connection with directly or indirectly, any distribution in violation of the
Securities Act or any other applicable securities

                                       2
<PAGE>

law and with no intention of participating in the formulation, determination or
direction of the basic business decisions of the Company.

     We understand and acknowledge that a legend in substantially the form of
Exhibit A hereto will be placed on the certificate for the Shares on the Closing
---------
Date and the legend contained in the second paragraph of Exhibit A shall be
                                                         ---------
removed 270 days after the Closing Date.

     The Company grants us registration rights as set forth on Exhibit B hereto
                                                               ---------
(as if the undersigned were a "Holder" or "Purchaser" and as if the Shares were
"Eligible Securities," each as defined therein), to be effective as of the
Closing Time, pursuant to which we will have registration rights relating to the
resale by us of the Shares. The registration rights provided by Exhibit B are
                                                                ---------
the same as those provided to the Company's Strategic Partners (as defined in
Exhibit B).
---------

     We agree, for a period of 270 days after the Closing Time, not to offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any of the Shares, or publicly disclose the intention to make any such offer,
sale, pledge or disposition.

     This Purchase Agreement has been duly authorized by the Company and, when
executed and delivered by the Company, will constitute a valid and legally
binding agreement of the Company, enforceable in accordance with its terms,
subject as to enforcement to bankruptcy, insolvency, reorganization and similar
laws of general applicability relating to or affecting creditors' rights and
general principles of equity. This Purchase Agreement has been duly authorized
by us and, when executed and delivered by us, will constitute our valid and
legally binding agreement, enforceable in accordance with its terms, subject as
to enforcement to bankruptcy, insolvency, reorganization and similar laws of
general applicability relating to or affecting creditors' rights and general
principles of equity.

     Please confirm that the foregoing terms correctly set forth our agreement
by signing and returning to us the duplicate copy of this letter enclosed
herewith.

                              Very truly yours,

                              FORD MOTOR COMPANY

                              By: /s/ Peter Sherry, Jr.
                                 -----------------------------------
                                  Name:  Peter Sherry, Jr.
                                  Title: Assistant Secretary

Agreed and accepted as of the
 date first written above

INTERNET CAPITAL GROUP, INC.

By: /s/ Kenneth A. Fox
   -------------------------------
   Kenneth A. Fox
   Managing Director

                                       3
<PAGE>

                                   EXHIBIT A
                                   ---------

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

THESE SECURITIES ARE SUBJECT TO TRANSFER RESTRICTIONS CONTAINED IN A LETTER
AGREEMENT DATED DECEMBER 14, 1999 BETWEEN THE COMPANY AND THE INITIAL PURCHASER
OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES
OF THE COMPANY.

                                      A-1
<PAGE>

                                   EXHIBIT B
                                   ---------


                              REGISTRATION RIGHTS
                              -------------------


          1.1  Piggyback Registration.
               ----------------------

               (a) If the Company at any time after the consummation of its
initial public offering proposes for any reason, whether for its own account or
the account of others, to register any of its securities under the Securities
Act, other than pursuant to a Special Registration Statement (as hereinafter
defined), it shall each such time promptly give written notice to the registered
Holders of the Eligible Securities (as defined in Section 1.1(c)) of its
intention to do so, and, upon the written request, given within twenty (20) days
after receipt of any such notice, of a Holder to register any of its Eligible
Securities, the Company shall (subject to Section 1.1(b)) use its best efforts
to cause all Eligible Securities with respect to which Holders shall have so
requested registration to be registered under the Securities Act promptly upon
receipt of the written request of such Holders for such registration, all to the
extent required to permit the sale or other disposition by the Holders of the
Eligible Securities so registered in the manner contemplated by such
registration statement. "Special Registration Statement" means a registration
statement on Forms S-8 or S-4 or any successor form or other registration
statement relating to shares of Common Stock issued in connection with an
acquisition of an entity or business or other business combination, or shares of
Common Stock issued in connection with stock option or other employee benefit
plans.

               (b) In connection with any exercise by a Holder of its
"piggyback" registration rights pursuant to this Section 1.1 in connection with
any underwritten offering of securities of the Company, if the Company is
advised in writing (with a copy to the Holders requesting registration) by the
lead underwriter for the offering that, in such firm's opinion, a registration
of Eligible Securities at that time would interfere with the orderly sale and
distribution of the securities being sold by the Company for its own account,
then the number of shares that may be included in the underwriting shall be
allocated, first, to the Company, second, to each of the Holders requesting
inclusion of their Eligible Securities in such registration statement on a pro
rata basis based on the total number of Eligible Securities held by each such
Holder and, third, to any other shareholders requesting registration.

               (c) For purposes of this Exhibit B, the following terms shall
have the following meanings: (i) "Common Stock" shall mean the shares of common
stock of Internet Capital or any successor corporation; (ii) "Company" shall
mean and include Internet Capital and any successor corporation; (iii) "Eligible
Securities" shall mean, on any date, (A) all shares of Common Stock or other
securities of the Company issued by way of a stock split, stock dividend,
recapitalization, merger or consolidation, (B) plus all shares of Common Stock
or other securities of the Company issued in respect of the Note and Warrant or
purchased under the letter agreement to which this Exhibit B is attached, (C)
but exclusive of any securities described in clauses (A) or (B) which have been
(1) sold in a public offering registered under Securities Act or (2)
subsequently sold pursuant to Rule 144 under the Securities Act; (iv) "Holders"
shall mean each purchaser listed on the signature page of the letter agreement
to which this Exhibit B is attached ("Purchaser"), each Strategic Partner, as
such term is defined in the Securities Holders Agreement (the "SHA"), dated
February 2, 1999 among Internet Capital and the investors named

                                      A-1
<PAGE>

therein, for so long as (and to the extent that) it owns any Eligible
Securities, each of their respective successors, assigns, and transferees who
become registered owners of Eligible Securities, and the holders of Eligible
Securities pursuant to the Convertible Note (the "Note") dated May 10, 1999 and
the Common Stock Purchase Warrant (the "Warrant"), dated May 10, 1999; and (v)
"Internet Capital" shall mean Internet Capital Group, Inc., a Delaware
corporation.

          1.2  Demand Registration.
               -------------------

               (a) Any Purchaser or Strategic Partner may, at any time after
consummation of the Company's initial public offering of equity securities,
request in writing that the Company cause a registration statement to be filed
under the Securities Act (on any Form then available to the Company) with
respect to such of its Eligible Securities as it shall specify in such request,
provided that (i) the gross proceeds from such offering will be or are
reasonably expected to be not less than $5 million and (ii) such Purchaser or
Strategic Partner includes at least 25% of its Eligible Securities in its
request.  The Company shall promptly give written notice of such request to the
other Holders of Eligible Securities and afford them the opportunity of
including in the requested registration statement such of their Eligible
Securities as they shall specify in a written notice given to the Company within
thirty (30) days after their receipt of the Company's notice of the request for
the filing of a registration statement.  Following receipt of such notices, the
Company shall promptly use its best efforts to cause all Eligible Securities
with respect to which Holders shall have so requested registration to be
registered under the Securities Act, all to the extent required to permit the
sale or other disposition by the Holders of the Eligible Securities so
registered in the manner specified by such Holders in their notices and pursuant
to this Section.

               (b) The Company shall not be required to file and cause to become
effective more than two (2) registration statements at the demand of any
Purchaser or Strategic Partner made under this Section 1.2.

               (c) If the Holders of the Eligible Securities making such demand
propose to sell their Eligible Securities in a firm commitment underwriting and
the managing underwriter advises such Holders that not all Eligible Securities
of such Holders can be included in such offering, then the requisite number of
Eligible Securities shall be excluded from registration on a basis pro rata
among the Holders of the Eligible Securities requesting such registration on the
basis of the number of Eligible Securities held by each of them.  If by virtue
of this Section 1.2(c), more than 50% of the Eligible Securities which a
Purchaser or Strategic Partner has demanded be registered are excluded from the
registration statements then such Purchaser or Strategic Partner shall not be
deemed to have exercised a demand registration right under this Section 1.2.

               (d) Provided the Company has honored its obligations under
Section 1.1, no demand registration right granted in this Section may be
exercised by any Purchaser or Strategic Partner during any period of time
beginning on the date the Company (i) files a registration statement with the
Securities and Exchange Commission registering any of its securities for sale to
the public or (ii) files a registration statement upon the demand of any other
Strategic Partner pursuant to this Section 1.2, and ending on the earlier to
occur of (A) 90 days after the date on which such registration statement is
declared effective by the Securities and Exchange Commission or otherwise
becomes effective, and (B) the 180th day after the date of such filing.

                                       2
<PAGE>

               (e) The demand registration rights granted in this Section 1.2
shall expire, if not exercised prior thereto, on the date on which more than 90%
of all Eligible Securities (as of the date of this Agreement) shall have been
publicly sold by the Holders thereof in a public offering registered under the
Securities Act of 1933 or pursuant to Rule 144 thereunder.

          1.3  Form S-3 Registrations.  In addition to the rights provided the
               ----------------------
Holders of registrable securities in Sections 1.1 and 1.2 above, if the
registration of Eligible Securities under the Securities Act can be effected on
Form S-3 (or any similar form promulgated by the Commission), then upon the
written request of one or more Holders of Eligible Securities, the Company will
so notify each Holder of Eligible Securities, including each Holder who has a
right to acquire Eligible Securities, and then will, as expeditiously as
possible, use its best efforts to effect qualification and registration under
the Securities Act on Form S-3 of all or such portion of the Eligible Securities
as the Holder or Holders shall specify pursuant to this Section 1.3, provided
that the Company shall have no obligation to file a registration statement under
this Section 1.3 unless the gross proceeds from the offering will be or are
reasonably expected to be not less than $500,000.

          1.4  Registration Procedures.  If and whenever the Company is under an
               -----------------------
obligation pursuant to the provisions of this Exhibit B to use its best efforts
to effect the registration of any Eligible Securities the Company shall, as
expeditiously as practicable:

               (a) prepare and file with the Securities and Exchange Commission
a registration statement with respect to such Eligible Securities and use its
best efforts to cause such registration statement to become effective;

               (b) prepare and file with the Securities and Exchange Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective under the Securities Act until the earlier of
such time as all securities covered thereby have been sold or one hundred and
eighty (180) days after such registration statement becomes effective, as such
period may be extended pursuant to Section 1.5, and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all Eligible Securities covered by such registration statement for such
period;

               (c) furnish to each selling stockholder such numbers of copies of
each prospectus (including each preliminary prospectus) in conformity with the
requirements of the Securities Act, and such other documents as such seller may
reasonably request in order to facilitate the public sale or other disposition
of such Eligible Securities;

               (d) use its best efforts to register or qualify the Eligible
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as the managing underwriter, if any, or if there
is no managing underwriter, the Holders of at least 25% of the Eligible
Securities, shall request (provided that the Company shall not be required to
consent to general service of process for all purposes in any jurisdiction where
it is not then qualified) and do any and all other acts or things which may be
reasonably necessary or advisable to enable such seller to consummate the public
sale or other disposition in such jurisdictions of such Eligible Securities;

                                       3
<PAGE>

               (e) notify each seller of the Eligible Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act within the appropriate period
mentioned in clause (b) of this Section 1.4, of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and at
the request of any such seller prepare and furnish to such seller a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Eligible
Securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances
then existing; and

               (f) furnish on the date that such Eligible Securities are
delivered to the underwriters for sale pursuant to such registration or, if such
Eligible Securities are not being sold through underwriters, on the date that
the registration statement with respect to such Eligible Securities becomes
effective, (i) an opinion, dated such date, of the independent counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and at the request of any Holder or Holders of Eligible
Securities requesting registration pursuant to this Exhibit B, to the Holder or
Holders making such request, stating that such registration statement has become
effective under the Securities Act and that (1) no stop order suspending the
effectiveness thereof has been issued and, to the best knowledge of such
counsel, no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act; (2) the registration statement, the
related prospectus, and each amendment or supplement thereto, comply as to form
in all material respects with the requirements of the Securities Act and the
applicable rules and regulations of the Securities and Exchange Commission
thereunder (except that such counsel need express no opinion as to financial
statements contained therein); (3) such counsel has no reason to believe that
either the registration statement or the prospectus, or any amendment or
supplement thereto, contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading (except that such counsel need express no
opinion as to financial statements contained therein); (4) the description in
the registration statement or the prospectus, or any amendment or supplement
thereto, of all legal and governmental matters and all contracts and other legal
documents or instruments are accurate and fairly present the information
required to be shown; (5) such counsel does not know of any legal or
governmental proceedings, pending or contemplated, required to be described in
the registration statement or prospectus, or any amendment or supplement
thereto, which are not described as required, nor of any contracts or documents
or instruments of a character required to be described in the registration
statement or prospectus, or any amendment or supplement thereto, or to be filed
as exhibits to the registration statement which are not described and filed as
required, and (6) such other legal matters with respect to such registration as
the underwriters, if any, and any such Holder or Holders requesting such opinion
may reasonably request; and (ii) in the case of an underwritten offering, a
comfort letter, dated such date, from the independent certified public
accountants of the Company, addressed to the underwriters and the Company's
Board of Directors in the customary form.

          1.5  Delay in Registration.  Notwithstanding anything contained in
               ---------------------
this Agreement to the contrary, the Company reserves the right to delay any such
registration

                                       4
<PAGE>

pursuant to this Exhibit B for a period of not more than one hundred and twenty
(120) days, or to withhold efforts to cause such registration statement to
become effective for a period of not more than one hundred twenty (120) days, if
the Board of Directors of the Company determines in good faith that such
registration might (A) interfere with or affect the negotiation or completion of
any material transaction that is being contemplated by the Company, or (B)
involve initial or continuing disclosure obligations materially adverse to the
best interests of the Company's shareholders. If, after a registration statement
becomes effective, the Company advises the Holders of the registrable securities
covered by such registration statement that the Company considers it appropriate
for the registration statement to be amended, the Holders of such shares shall
suspend any further sales of their registered shares until the Company advises
them that the registration statement has been amended. The time periods referred
to this Exhibit B shall be extended for an additional number of business days
during which the rights to sell shares was suspended.

          1.6  Information to be Furnished by Holders of Eligible Securities.
               -------------------------------------------------------------
Each prospective seller of Eligible Securities, registered or to be registered
under any registration statement shall furnish to the Company such information
and execute such documents regarding the Eligible Securities held by such seller
and the intended method of disposition thereof as the Company shall reasonably
request in connection with the action to be taken by the Company.

          1.7  Expenses of Registration.
               ------------------------

               (a) All expenses incurred by the Company in complying with this
Exhibit B (other than the underwriting discounts and commissions), including,
without limitation: (i) all registration and filing fees (including all expenses
incident to filing with the National Association of Securities Dealers, Inc.);
(ii) the fees and expenses of complying with securities and blue sky laws; (iii)
expense allowances of the underwriters; (iv) printing expenses; (v) fees and
disbursements of Company counsel and of one counsel for the participating
Holders together, which counsel is reasonably acceptable to the Holders; and
(vi) the fees and expenses of the independent public accountants (including the
expense of any special audits in connection with any such registration), are
hereinafter called "Registration Expenses."  All underwriting discounts and
commissions applicable to the Eligible Securities covered by any such
registration, are herein called "Selling Expenses."

               (b) The Company shall pay all Registration Expenses in connection
with all piggyback registrations under Section 1.1 and all demand registrations
under Section 1.2 plus up to one (1) S-3 registration per year pursuant to
Section 1.3. All Selling Expenses in connection with each registration pursuant
to this Exhibit B and any legal fees and expenses of additional special counsel
for the sellers shall be borne by the seller or sellers therein in proportion to
the number of Eligible Securities included by each in such registration, or in
such other proportions as they may agree upon.

          1.8  Indemnification.
               ---------------

               (a) The Company shall indemnify and hold harmless each Holder of
Eligible Securities, its executive officers, directors and controlling persons
(within the meaning of the Securities Act) and each person who participates as
an underwriter or controlling person of an underwriter (within the meaning of
the Securities Act) with respect to a registration statement pursuant to this
Exhibit B against any loss, claims, damages or liabilities to which any of them

                                       5
<PAGE>

may become subject under the Securities Act or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement of any material fact contained in a
registration statement including Eligible Securities owned by such Holder, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse any of them for any legal
or other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable hereunder to a
particular Holder in any such case if any such loss, claim, damage, or liability
arises out of or is based upon any untrue statement or omission made in such
registration statement, prospectus or amendment or supplement thereto in
reliance upon and in conformity with written information furnished to the
Company for such purpose by such Holder or by its representative or by any
underwriter on behalf of such Holder or if the untrue statement or omission is
corrected in a supplement or amendment to the prospectus provided by the Company
to such Holder in a timely fashion in accordance with this Exhibit B which was
not used by such Holder.

          (b) Each Holder of Eligible Securities joining in any registration
statement of the Company pursuant to this Exhibit B shall indemnify and hold
harmless the Company, its executive officers, directors, and controlling persons
(within the meaning of the Securities Act) and each person who participates as
an underwriter or controlling person of an underwriter (within the meaning of
the Securities Act) with respect to a registration statement pursuant to Exhibit
B against any losses, claims, damages, or liabilities to which any of them may
become subject under the Securities Act or otherwise insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement of any material fact contained in such
registration statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or arise out of or are based
upon the omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, made in reliance
upon and in conformity with written information furnished to the Company by such
Holder or by its duly designated representative or by any underwriter on behalf
of such Holder for such purpose, and will reimburse any of them for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending, any such loss, claim, damage, liability or action provided, however,
that the total amount payable by a Holder under this Section 1.8(b) shall not
exceed the net proceeds received by such Holder in such registered offering.

          (c) Promptly after receipt by an indemnified party under this Section
1.8 of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against an indemnifying party, notify
the indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to assume the defense thereof with
counsel mutually satisfactory to the parties.  The failure to notify an
indemnifying party promptly of the commencement of any such action, if
prejudicial to the ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.8, but the omission so to notify the indemnifying party will not relieve such
party of any liability that such party may have to any indemnified party other
than under this Section 1.8.

          (d) If the indemnification provided for in this Section 1.8 is
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses,

                                       6
<PAGE>

claims, damages, liabilities or expenses referred to herein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
claims, damages, liabilities and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and each such Holder on the
other hand from an offering which includes Eligible Securities pursuant to this
Exhibit B or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of each such Holder on the other hand in
connection with the statements or omissions, which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and each such Holder on the other hand, in connection with an offering
which includes Eligible Securities pursuant to this Exhibit B, shall be deemed
to be in the same respective proportions as the total net proceeds (before
deducting expenses) from such offering received by the Company and the total net
proceeds (before deducting expenses) received by each such Holder bear to the
aggregate public offering price of the securities offered. The relative fault of
the Company on the one hand and each such Holder on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by each
such Holder and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission or any
violation of the nature referred to in this Section 1.8. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Notwithstanding the provisions of
this Section 1.8(d), no Holder shall be required to contribute an amount in
excess of the proceeds received by such Holder in the offering.

          1.9  Underwriting Agreement.  If Eligible Securities are sold pursuant
               ----------------------
to a registration statement in an underwritten offering pursuant to this Exhibit
B, the Company and the Holders participating therein agree to enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of, or, as the case may be,
the seller of the securities being registered and customary covenants and
agreements to be performed by such issuer or seller, including, without limiting
the generality of the foregoing, customary provisions with respect to
indemnification by the Company of the underwriter(s) of such offering.

          1.10  Subsequent Registration Rights.  The Company has not and shall
                ------------------------------
not grant any registration rights to any other person that are more favorable to
such person than the registration rights granted to the Holders hereunder
without the prior written consent of the Holders of at least a majority of the
Eligible Securities.

                                       7

Source: OneCLE Business Contracts.