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                                                                   Exhibit 10.37

                            STOCK OPTION CERTIFICATE

Internet Capital Group, Inc., a Delaware corporation (the "Company"), hereby
grants, on the grant date shown below (the "Date of Grant"), to the grantee
named below (the "Grantee") an option (this "Option") to purchase the total
number of shares of the common stock of the Company as specified below (the
"Shares") at the exercise price per share set forth below (the "Exercise
Price"), subject to all of the terms and conditions on both sides of this Stock
Option Certificate (the "Certificate") and the Company's 1999 Equity
Compensation Plan (the "Plan"). The terms and conditions of the Plan are
incorporated herein by reference.

                  ____________________________________________

GRANTEE:                   _________
TYPE OF OPTION:            Nonqualified Stock Option
SHARES SUBJECT TO OPTION:  _________
EXERCISE PRICE PER SHARE:  $_________
DATE OF GRANT:             _________
TERM OF OPTION:            8 years

I hereby accept the Option grant described in this Stock Option Certificate. I
have read the terms of the Plan and this Stock Option Certificate, and agree to
be bound by the terms of the Plan and this Stock Option Certificate and the
interpretations of the Committee (as defined in the Plan) with respect thereto.

Accepted by:
____________________________
          Grantee

In witness whereof, this Stock Option Certificate has been executed by the
Company by a duly authorized officer as of the date specified hereon.

Internet Capital Group, Inc.

___________________________________
Walter W. Buckley, III
Chairman and Chief Executive Officer

___________________________________
Luann M. Taiariol, Witness

1.    Vesting. Subject to the provisions of Paragraph 3, you will vest in the
      Option as follows,

      The Shares underlying the Option will vest 100% on the first anniversary
      of the Date of Grant if you are a Non-Employee Director (as defined in the
      Plan), Key Advisor (as defined in the Plan), or Employee (as defined in
      the Plan) at that time.

2.    Term; Termination of The Option. This Option will terminate on the
      occurrence of the earliest to occur of the following dates:

      a.    Term of Option. The Option terminates eight (8) years from the Grant
            Date, or upon the liquidation of the Company, if earlier. If you
            have not fully exercised the Option prior to that date, you will not
            be permitted to exercise, and will forfeit any remaining portion of,
            the Option. The Option will also expire and be forfeited at such
            times and in such circumstances as otherwise provided in this
            Certificate or under the Plan.

      b.    Termination on Death. If you incur a Termination of Service (as
            defined in the Plan) on account of your death, or if you die within
            ninety (90) days after you cease to be so employed on account of a
            termination identified in Paragraph 2(f), the vested portion of the
            Option shall terminate unless exercised within the earlier of: (i)
            the three (3) year period after you incur such Termination of
            Service, or (ii) the term of the Option. Any unvested portion of the
            Option will terminate and be forfeited on the date you incur the
            Termination of Service.

      c.    Termination on Disability. If you incur a Termination of Service on
            account of you incurring a Disability (as defined in the Plan), the
            vested portion of the Option shall terminate unless exercised within
            the earlier of: (i) the three (3) year period after you incur such
            Termination of Service, or (ii) the term of the Option. Any unvested
            portion of the Option will terminate and be forfeited on the date in
            which you incur the Termination of Service.

      d.    Termination on Retirement. If you incur a Termination of Service on
            account of your Retirement (as defined in the Plan), any vested
            portion of the Option shall terminate unless exercised within the
            earlier of (i) the three (3) year period after you incur such
            Termination of Service, or (ii) the term of the Option. Any unvested
            portion of the Option will terminate and be forfeited on the date in
            which you incur the Termination of Service.

      e.    Termination for Cause. If you incur a Termination Service on account
            of a termination for Cause (as defined in the Plan), the Option will
            immediately terminate on the date of such Termination of Service and
            you will forfeit all Shares underlying any exercised portion of the
            Option for which the Company has not delivered certificates, and the
            Company shall refund to you the price equal to the lesser of (i) the
            Exercise Price Per Share you paid for such Shares or (ii) the Fair
            Market Value (as defined in the Plan) of the Shares on the date of
            such Termination of Service.

      f.    Termination for Any Other Reason. If you incur a Termination of
            Service for any reason other than as identified in this Paragraph 2,
            any vested portion of the Option shall terminate unless exercised by
            you or a transferee under Paragraph 6, if applicable, within the
            earlier of (i) ninety (90) days after you incur such Termination of
            Service, or (ii) the term of the Option. Any unvested portion of the
            Option will terminate and be forfeited on the date you incur the
            Termination of Service.

3.    Exercise Prior to Vesting. Although you can exercise the Option at any
      time, the Shares that you receive will remain subject to the vesting
      provisions set forth in Paragraph 1. If you exercise any portion of the
      Option prior to satisfying those vesting provisions, (A) any unvested
      Shares will remain subject to the vesting schedule set forth in Paragraph
      1, and to the restrictions applicable to Restricted Shares (as defined in
      the Plan) as set forth in Section 8 of the Plan, and (B) the Company may
      (but has no obligation to), at any time on or after your Termination of
      Service, repurchase any then unvested Shares for a price equal to the
      lesser of (i) the Exercise Price per Share you paid for such Shares or
      (ii) the Fair Market Value (as defined in the Plan) of the Shares on the
      date of such repurchase.

4.    Method of Exercising the Option.

      a.    Notice. When you want to exercise any portion of the Option, you
            must give written notice to the Company specifying the number of
            Shares that you would like to purchase.

      b.    Method of Payment. To exercise the Option, you must pay to the
            Company the Exercise Price, (i) in cash, (ii) if approved by the
            Committee, by delivering Shares that you currently own in accordance
            with Section 5(f)(y) of the Plan, or (iii) by any other method of
            payment that the Committee may approve. Payment must be made at the
            principal office of the Company.

      c.    The obligation of the Company to deliver Shares upon exercise of the
            Option shall be subject to all applicable laws, rules and
            regulations and such approvals by governmental agencies as may be
            deemed appropriate by the Committee, including such actions as
            Company counsel shall deem necessary or appropriate to comply with
            relevant securities laws and regulations. You understand that you
            are responsible for the income tax consequences of your exercise of
            the Option and the sale of Shares. The Company may require that you
            (or the person exercising the Option pursuant to a transfer in
            accordance with Paragraph 6) represent that you are purchasing the
            Shares for your own account and not with a view to or for sale in
            connection with any distribution of the Shares, or such other
            representation as the Committee deems appropriate. All obligations
            of the Company under this Certificate shall be subject to the rights
            of the Company as set forth in the Plan to withhold amounts required
            to be withheld for any taxes, if applicable. Subject to Committee
            approval, you may elect to satisfy any tax withholding obligation of
            the Company with respect to the Option by having Shares withheld up
            to an amount that does not exceed the minimum applicable withholding
            tax rate for federal (including FICA), state and local tax
            liabilities.

5.    Reorganization or Change of Control. The provisions of the Plan applicable
      to a Reorganization (as defined in the Plan) or a Change of Control (as
      defined in the Plan) shall apply to the Option, and, in the event of a
      Reorganization or a Change of Control, the Committee may take such actions
      as it deems appropriate pursuant to the Plan.

6.    Transferability of The Option. You may transfer the Option only: (a) by
      will or the laws of descent and distribution or (b) to (i) your spouse,
      children or grandchildren ("Immediate Family Members"), (ii) a trust or
      trusts for the exclusive benefit of you or such Immediate

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                                                                   Exhibit 10.37

      Family Members (or both), (iii) a partnership in which you or such
      Immediate Family Members (or both) are the only partners or (iv) a
      corporation wholly owned by you or such Immediate Family Members (or
      both); provided that (w) the transfer does not result in accelerated
      federal income tax, (x) you do not receive any consideration, (y) the
      transferred Option continues to be subject to the same terms and
      conditions as it was immediately before the transfer, provided that the
      provisions of this Certificate and the Plan shall be deemed to apply to
      the transferee where the context so requires, and (z) the transfer
      complies with such other terms and conditions as determined by the
      Committee. Except as set forth above, the Option is exercisable only by
      you during your lifetime.

7.    Incorporation by Reference; Entire Agreement; Definitions. This Option
      shall be subject to the terms, conditions and limitations of the Plan and
      to interpretations, regulations and determinations concerning the Plan
      established from time to time by the Committee in accordance with the
      provisions of the Plan, including, but not limited to, provisions
      pertaining to (i) rights and obligations with respect to withholding
      taxes, (ii) the registration, qualification or listing of the Shares,
      (iii) changes in capitalization of the Company, and (iv) other
      requirements of applicable law. This Certificate, together with the Plan,
      contains the entire agreement between you and the Company with respect to
      the Option and supersedes all prior and contemporaneous agreements,
      written or oral, with respect thereto. In the event of any contradiction,
      distinction or differences between this Certificate and the terms of the
      Plan, the terms of the Plan will control. Except as otherwise defined in
      this Certificate, the terms used in this Certificate shall have the
      meanings set forth in the Plan.

8.    No Stockholder Rights. Neither you, nor any person or entity you transfer
      the Option pursuant to Paragraph 6, shall have any of the rights and
      privileges of a stockholder with respect to the Shares subject to the
      Option, until certificates for Shares have been issued upon the exercise
      of the Option.

9.    Assignment and Transfers. Your rights and interests under this Certificate
      may not be sold, assigned, encumbered or otherwise transferred except as
      provided in Paragraph 6. In the event of any attempt by you to alienate,
      assign, pledge, hypothecate, or otherwise dispose of this Option or any
      right hereunder, except as provided for in this Certificate, or in the
      event of the levy of any attachment, execution or similar process upon the
      rights or interests hereby conferred, the Company may terminate the Option
      by notice to you, and the Option and all rights hereunder shall thereupon
      become null and void. The rights and protections of the Company hereunder
      shall extend to any successors or assigns of the Company and to the
      Company's parent, subsidiaries, and affiliates. This Certificate may be
      assigned by the Company without your consent.

10.     Governing Law. This Certificate shall be deemed to be made under, and
      shall be construed in accordance with, the laws of the State of Delaware,
      without giving effect to conflict of laws provisions thereof.

11.     Miscellaneous.

  a.    The captions of this Certificate are not part of the provisions hereof
        and shall have no force or effect. This Certificate may not be amended
        or modified except by a written agreement executed by you, or your legal
        representative, as applicable, and by the Company, or by its successors
        or legal representative, as applicable. The invalidity or
        unenforceability of any provision of this Certificate shall not affect
        the validity or enforceability of any other provision of this
        Certificate.

  b.    The Committee may make such rules and regulations and establish such
        procedures for the administration of this Certificate as it deems
        appropriate. Without limiting the generality of the foregoing, the
        Committee may interpret this Certificate and the Plan, with such
        interpretations to be conclusive and binding on all persons and
        otherwise accorded the maximum deference permitted by law. In the event
        of any dispute or disagreement as to the interpretation of this
        Certificate, the Plan, or of any rule, regulation or procedure, or as to
        any question, right or obligation arising from or related to this
        Certificate or the Plan, the decision of the Committee shall be final
        and binding on all persons, and your accepting this Option is your
        agreement to this.

  c.    All notices hereunder shall be in writing, and if to the Company or the
        Committee, shall be delivered to the Board of Directors of the Company
        or mailed to its principal office, addressed to the attention of the
        Board of Directors; and if to you, shall be delivered personally, sent
        by facsimile transmission or mailed to you at the address appearing in
        the records of the Company. Such addresses may be changed at any time by
        written notice to the other party given in accordance with this
        Paragraph 11(c).

  d.    The failure of you or the Company to insist upon strict compliance with
        any provision of this Certificate or the Plan, or to assert any right
        that you or the Company, respectively, may have under this Certificate
        or the Plan, shall not be deemed to be a waiver of such provision or
        right or any other provision or right of this Certificate or the Plan.

  e.    Nothing in this Certificate shall confer on you the right to continue in
        the service or employment of the Company, its parent or subsidiaries, or
        interfere in any way with the right of the Company, its parent or
        subsidiaries, and its stockholders to terminate your service or
        employment at any time.

Grantee's Initials:________