December 11, 2002

Henry Nassau
113A Swedesford Road
Wilson Farm
Malvern, PA 19355

Dear Henry,

The Board of Directors and I place a high priority upon retaining your services
to ICG and in rewarding for your valuable contributions. In addition your
advice, guidance, and perspective have been invaluable to members of our
management team.

Therefore, I am very pleased to communicate changes to your compensation and
terms of employment approved by the Compensation Committee. All other employment
terms and conditions remain the same.

         -        A promotion to Chief Operating Officer effective January 1,

         -        A target bonus of 150% beginning effective beginning for
                  fiscal year 2002.

         -        A modification of your severance agreement dated September 20,
                  2001 which adds "a voluntary resignation six months after the
                  naming of any individual other than Walter Buckley as Chief
                  Executive Officer, or any individual other than yourself as
                  President or Chief Operating Officer prior to December 31,
                  2005", as an eligible termination for severance benefits.

         -        A stock option grant of 950,000 shares priced at $0.23.
                  500,000 of these stock options will vest 25% after one year
                  and the remainder will vest monthly over next three years.
                  225,000 of these stock options cliff vest 100% after four
                  years with accelerated vesting upon achievement of specific
                  Core Partner Company positive EBITDA for two consecutive
                  quarters. 225,000 stock options will cliff vest 100% after
                  four years with accelerated vesting upon achievement of
                  specific ICG net income for two quarters. You will shortly
                  receive stock option certificates and materials detailing the
                  full terms and conditions of this stock option grant.

My belief is that the current ICG team, including you, is outstanding and will
drive our success against our business plan. I sincerely thank you for your
dedication, commitment, and personal support through the challenges I have faced
over the last three years. I look forward to working with you even more closely
in your new role and have the greatest confidence in our future success as a


/s/Walter Buckley
Chairman and Chief Executive Officer

cc: employee file

Source: OneCLE Business Contracts.