Form Of Share Pledge Agreement

SHARE PLEDGE AGREEMENT


THIS SHARE PLEDGE AGREEMENT (this "Agreement") is entered into as of the 1st day of December, 2001 by and between Internet Capital Group Operations, Inc. ("ICGO") and ________ (the "Pledgor").


RECITALS:


A. Pledgor has executed and delivered the following promissory note(s)
(collectively, the "Promissory Notes") to ICGO:


Type of Loan Original Principal Amount

Promissory Note (Option Loan) $
----------------
Promissory Note (Tax Loan) $
----------------
Promissory Note (Tax Loan) $
----------------


The obligations of Pledgor pursuant to the Promissory Notes are referred
to herein collectively as the "Obligations."


B. As security for the fulfilment of the Obligations, the Pledgor has
agreed to grant a continuing security interest in and pledge and assign
certain shares of Internet Capital Group, Inc., a Delaware corporation
(the "Corporation"), held by the Pledgor in favor of ICGO.


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


1. PLEDGE


As security for the due and timely payment and performance by the Pledgor of the Obligations, the Pledgor hereby assigns, pledges and grants a continuing security interest in all of his right, title and interest in and to such number of shares in the capital of the Corporation held by the Pledgor as is determined under Section 2 of this Agreement and any substitutions therefore and proceeds thereof (the "Pledged Shares") to and in favor of ICGO. The Pledgor has deposited with Merrill Lynch the Pledged Shares in a custodial account administered by ICGO together with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell the Pledged Shares upon any enforcement thereof. If the Pledgor acquires any certificates evidencing shares required to be included as Pledged Shares after the date hereof, the Pledgor shall, forthwith upon receipt of such certificates, deliver such certificates to ICGO together with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell or cause to be


-2-


transferred or sold such Pledged Shares upon any enforcement thereof. All rights of ICGO and the security interest hereunder and all obligations of the Pledgor hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of the Promissory Notes, (b) any change in the time or manner of payment of the Obligations or any amendment to the Promissory Notes, (c) any other circumstance that might constitute a defence available to, or a discharge of, the Pledgor.


2. CALCULATION OF THE NUMBER OF PLEDGED SHARES


The number of Pledged Shares subject to this Agreement shall be calculated from time to time using the following formula, and shall be adjusted to take into account any stock dividends, stock splits, combinations or recapitalizations:


CNRPB
----------- X OPS = Pledged Shares
ONRPB


Where CNRPB = Current Nonrecourse Principal Balance of the Obligations as determined under the Promissory Notes,


ONRPB = Original Nonrecourse Principal Balance of the Obligations as determined under the Promissory Notes, and


OPS = Original Pledged Shares which number is ________.


In the event that the Nonrecourse Principal Balance of the Obligations is reduced during the term of this Agreement, promptly after such payment is made, ICGO shall take such steps as are reasonably necessary to reduce the number of Pledged Shares to such number of shares as results from applying the foregoing calculation immediately following such payment. In the event that the Nonrecourse Principal Balance of the Obligations is increased during the term of this Agreement, promp ...