Internet Capital Group, Inc.
                        Restrictive Covenant Agreement

          In consideration of my eligibility for and receipt of a loan from
Internet Capital Group, Inc. (the "Company") to exercise my grant under the
Internet Capital Group, Inc. 1999 Equity Compensation Plan (the "Plan") and to
pay certain income taxes associated with the exercise of that grant, I hereby
agree as follows:

1.   Proprietary Information. At all times, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company's
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless the Company expressly authorizes such disclosure in writing. "Proprietary
Information" shall mean any and all confidential and/or proprietary knowledge,
data or information of the Company, its affiliated entities, any of its
portfolio companies, investors, and partners, including but not limited to
information relating to financial matters, investments, budgets, business plans,
marketing plans, personnel matters, business contacts, products, processes,
know-how, designs, methods, improvements, discoveries, inventions, ideas, data,
programs, and other works of authorship. I will not, at any time, improperly use
or disclose any confidential information or trade secrets, if any, of any former
employer or any other person to whom I have an obligation of confidentiality,
and I will not bring into the premises of the Company any unpublished documents
or any property belonging to any former employer or any other person to whom I
have an obligation of confidentiality unless consented to in writing by that
former employer or person.

2.   Assignment of Inventions.

     2.1.  Proprietary Rights and Inventions. The term "Proprietary Rights"
shall mean all trade secrets, know-how, patents, copyrights and other
intellectual property rights throughout the world. The term "Inventions" shall
mean all trade secrets, inventions, ideas, processes, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs
and techniques.

     2.2.  Prior Inventions. I have set forth on the attached Prior Inventions
Schedule a complete list of all Inventions that I have, along or jointly with
others, made prior to the commencement of my employment with the Company that I
consider to be my property or the property of third parties and that I wish to
have excluded from the scope of this Restrictive Covenant Agreement
(collectively referred to as "Prior Inventions"). If no such disclosure is
attached, I represent that there are no prior Inventions. If, in the course of
my employment with the Company, I incorporate a Prior Invention into a Company
product, process or machine, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with
rights to sublicense through multiple tiers of sublicensees) to make, have made,
modify, use and sell such Prior Invention. Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, Prior
Inventions in any Company Inventions without the Company's prior written
consent.

     2.3.  Assignment of Inventions. I hereby assign and agree to assign in the
future (when any such inventions or Proprietary Rights are first reduced to
practice or first fixed in a tangible medium, as applicable) to the Company all
of my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) which are created, made conceived or
reduced to practice by me or under my direction or jointly with others during my
employment by the Company, whether or not during normal working hours or on the
premises of the Company (the "Company Inventions"). I will, at the Company's
requests, promptly execute a written assignment to the Company of any such
Company Invention, and I will preserve any such Company Invention as part of the
Proprietary Information of the Company.

     2.4.  Obligation to Keep Company Informed. I will promptly and fully
disclose in writing to the Company all Company Inventions. I agree to assist in
every proper way and to execute those documents and take such acts as are
reasonably requested by the Company to obtain, sustain and from time to time
enforce Proprietary Rights relating to Company Inventions in the United States
or any other country.

3.   No Conflicting Obligation. I represent that my performance of all the terms
of this Restrictive Covenant Agreement as an employee of the Company does not
and will not breach any Restrictive Covenant Agreement to keep in confidence
information acquired by me in confidence or in trust prior to my employment by
the Company. I have not entered into, and I agree not to enter into, any
Restrictive Covenant Agreement whether written or oral in conflict herewith.

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4.   Additional Activities.

     4.1.  Non-Competition. During the term of my employment with the Company
and for the one (1) year period beginning on the date that my employment with
the Company terminates (other than due to a termination by the Company without
Cause), I will not, without the Company's express written consent, engage in any
employment or business activity whose primary business involves or is related to
business-to-business commerce using the internet or would otherwise conflict
with my employment by the Company. If the Company terminates my employment
without Cause, as defined in the Plan, I will not engage in any employment or
business activity whose primary business involves or is related to business-to-
business commerce using the internet for the six (6) month period beginning on
the date that my employment with the Company terminates only if the Company has
notified me within twenty (20) days of the date that my employment with the
Company terminates that the Company has agreed to continue my then current
salary during that six (6) month period.

     4.2.  Non-Solicitation and Non-Hire. During the term of my employment by
the Company and the one (1) year period beginning on the date that my employment
with the Company terminates for any reason, I will not either directly or
through others, solicit, hire or attempt to solicit or hire any employee,
consultant, independent contractor or customer of the Company to change or
terminate his or her relationship with the Company or otherwise to become an
employee, consultant, independent contractor or customer to, for or of any other
person or business entity. Notwithstanding the foregoing, general solicitations
of employment published in a journal, newspaper or other publication of general
circulation and not specifically directed towards such employees, consultants or
independent contractors shall not be deemed to constitute solicitation for
purposes of this Section 4.2. You shall not be prohibited from employing or
maintaining as a customer any such person or business that contacts you on his
or her or its own initiative and without any solicitation on your part.

5.   Return of Company Documents. Upon termination of my employment with the
Company for any reason whatsoever, voluntarily or involuntarily, and at any
earlier time the Company requests, I will deliver to the person designated by
the Company all originals and copies of all documents and other property of the
Company in my possession, under my control or to which I may have access. I will
not reproduce or appropriate for my own use, or for the use of others, any
property, Proprietary Information or Company Inventions.

6.   Legal and Equitable Remedies. Because my services are personal and unique
because I have had and will continue to have access to and have become and will
continue to become acquainted with the Proprietary Information of the Company
and because any breach by me of any of the restrictive covenants contained in
this Restrictive Covenant Agreement would result in irreparable injury and
damage for which money damages would not provide an adequate remedy, the Company
shall have the right to enforce this Restrictive Covenant Agreement and any of
its provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company may have for a breach, or threatened breach, of this Restrictive
Covenant Agreement. You agree that in any action in which the Company seeks
injunction, specific performance or other equitable relief, you will not assert
or contend that any of the provisions of this Restrictive Covenant Agreement are
unreasonable or otherwise unenforceable.

7.   Notices. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as the
party shall specify in writing. Such notices shall be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing, or if sent by overnight courier upon
written verification of receipt.

8.   Employment. I agree and understand that nothing in this Restrictive
Covenant Agreement shall confer any right with respect to continuation of
employment by the Company, nor shall it interfere in any way with my right or
the Company's right to terminate my employment at any time, for any reason.

9.   General Provision. This Restrictive Covenant Agreement will be governed by
and construed according to the laws of the State of Delaware, as such laws are
applied to Restrictive Covenant Agreements. You acknowledge and agree that you
have had an opportunity to seek advice of counsel in connection with this
Restrictive Covenant Agreement and that the covenants contained herein are
reasonable in geographical and temporal scope and in all other respects. If any
court or other decision-maker of competent jurisdiction determines that any of
your covenants contained in this Restrictive Covenant Agreement, or any part
thereof, is unenforceable because of the duration or geographical scope of such
provision, then, the duration or scope of such provision, as the case may be,
shall be reduced so that such provision becomes enforceable and, in its reduced
form, such provision shall then be enforceable and shall be enforced. In case
any one or more of the provisions contained in this Restrictive Covenant
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
the other provisions of this Restrictive Covenant Agreement, and this
Restrictive Covenant Agreement

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shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. This Restrictive Covenant Agreement will be binding
upon my heirs, executors, administrators and other legal representatives and
will be for the benefit of the Company, it successors, and its assigns. The
provisions of this Restrictive Covenant Agreement shall survive the termination
of employment and the assignment of this Restrictive Covenant Agreement by the
Company to any successor in interest or other assignee. No waiver by the Company
of any breach of this Restrictive Covenant Agreement shall be a waiver of any
preceding or succeeding breach. No waiver by the Company of any right under this
Restrictive Covenant Agreement shall be construed as a waiver of any other
right. The obligations pursuant to Sections 1 and 2 of this Restrictive Covenant
Agreement shall apply to any time during which I was previously employed, or am
in the future employed, by the Company as a consultant if no other Restrictive
Covenant Agreement governs nondisclosure and assignment of inventions during
such period. This Restrictive Covenant Agreement is the final, complete and
exclusive Restrictive Covenant Agreement of the parties with respect to the
subject matter hereof and supersedes and merges all prior discussions between
us. No modification of or amendment to this Restrictive Covenant Agreement, nor
any waiver of any rights under this Restrictive Covenant Agreement, will be
effective unless in writing and signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Restrictive Covenant Agreement.

                                     *****

     This Restrictive Covenant Agreement shall be effective as of the date set
forth below.

Dated: ____________, 1999

I have read this Agreement carefully and understand its terms.  I have
completely filled out the Prior Inventions Schedule to this Agreement.



_________________________________
By:

Address:
_________________________________
_________________________________
_________________________________

Accepted and Agreed to:

INTERNET CAPITAL GROUP, INC.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087


_________________________________
Walter W. Buckley, III
President and Chief Executive Officer

Date: _____________, 1999

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                           Prior Inventions Schedule

FROM:

DATE:    _____________, 1999

SUBJECT: Prior Inventions

     1.   Except as listed in Section 2 below, the following is a complete list
of all inventions or improvements relevant to the subject matter of my
employment by Internet Capital Group, Inc. and any of its subsidiaries or
affiliates (the "Company") that have been made or conceived or first reduced to
practice by me alone or jointly with others prior to my engagement by the
Company:

  [_]    No inventions or improvements.

  [_]    See below:

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

[_] Additional sheets attached.

     2.   Due to a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party(ies):

     Invention or Improvement      Party(ies)          Relationship

1.   __________________________    ___________________ _________________________

2.   __________________________    ___________________ _________________________

3.   __________________________    ___________________ _________________________

[_] Additional sheets attached.
</TEXT>

Source: OneCLE Business Contracts.