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                                                                   Exhibit 10.34

                            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 shown below of the common stock of the Company (the "Shares") at the
exercise price per share set forth below, subject to all of the terms and
conditions on both sides of this Stock Option Certificate (the "Certificate")
and the _________ Equity Compensation Plan (the "Plan"). The terms and
conditions of the Plan are incorporated herein by reference.

                 ______________________________________________

GRANTEE:                   _________
TYPE OF OPTION:            Incentive Stock Option or
                           Nonqualified Stock Option

SHARES SUBJECT TO OPTION:  _________
EXERCISE PRICE PER SHARE:  $_________
DATE OF GRANT:             _________
TERM OF OPTION:            10 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.

__________________________________
Name
Title

__________________________________
Name, Witness

Vesting. Subject to the provisions of Paragraphs 2(f) and 2(g), you will vest in
the Option as follows:

1.

      a.    _________ of the granted shares underlying the Option will vest upon
            the first year anniversary of the Date of Grant, if you are an
            Employee (as defined in the Plan), Non-Employee Director (as defined
            in the Plan), or Key Advisor (as defined in the Plan) at that time;

      b.    Following the first year anniversary of the Grant Date, _________ of
            the Shares underlying the Option will vest on the _________ day of
            each month that you are an Employee (as defined in the Plan),
            Non-Employee Director (as defined in the Plan), or Key Advisor (as
            defined in the Plan). (i.e., equal monthly vesting over the next 36
            months).

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 ten (10) years from the Date
            of Grant, 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 Paragraphs 2(g) and 2(h) 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. To the extent that the
            Option is an Incentive Stock Option, any portion of the Option not
            exercised within the one (1) year period after you cease to be an
            Employee on account of Disability, shall be a Nonqualified Stock
            Option.

      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. To the extent that the
            Option is an Incentive Stock Option, any portion of the Option not
            exercised within the three (3) month period after you cease to be an
            Employee on account of Retirement, shall be a Nonqualified Stock
            Option.

      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 on Change of Control. If you incur a Termination of
            Service on account of an involuntary termination without Cause
            within one (1) year after a Change of Control (as defined in the
            Plan), the Option will immediately become fully vested upon such
            Termination of Service. The Option will remain exercisable until the
            last day of the term of the Option. To the extent that the Option is
            an Incentive Stock Option, any portion of the Option not exercised
            within the three (3) month period after you cease to be an Employee
            on account of an involuntary termination without Cause within one
            (1) year after a Change of Control, shall be a Nonqualified Stock
            Option.

      g.    Involuntary Termination Without Cause. If you incur a Termination of
            Service on account of an involuntary termination without Cause,
            except as provided in Paragraph 2(f), the vesting of the Option will
            be pro-rated from the Date of Grant to your Termination of Service
            and the unvested portion of the Option will become accelerated so
            that you will have an additional 12 months of vesting on the date of
            such Termination of Service. The vested portion of the Option shall
            terminate unless exercised within the earlier of (i) 24 months after
            your Termination of Service, (ii) the point in time at which the
            Shares trade at $10 or more for at least twenty (20) consecutive
            trading days after your Termination of Service, or (iii) 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. To the
            extent that the Option is an Incentive Stock Option, any portion of
            the Option not exercised within the three (3) month period after you
            cease to be an Employee on account of an involuntary termination
            without Cause, shall be a Nonqualified Stock Option.

      h.    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
            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 provided 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.

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                                                                   Exhibit 10.34

      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 and, among other tax consequences,
            you understand that you may be subject to the alternative minimum
            tax under the Internal Revenue Code of 1986, as amended (the "Code")
            in the year in which the Option is exercised. The Company may
            require that you (or the person exercising the Option pursuant to a
            transfer in accordance with Paragraph 7) 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.    Designation as Incentive Stock Option. If this Option is designated as an
      Incentive Stock Option under section 422 of the Code, this Paragraph 5
      applies to the Option.

      a.    If the aggregate fair market value of the Shares on the Date of
            Grant with respect to which incentive stock options are exercisable
            for the first time by you during any calendar year, under the Plan
            or any other stock option plan of the Company or a parent or a
            subsidiary of the Company, exceeds $100,000, then the Option, as to
            the excess, shall be treated as a nonqualified stock option that
            does not meet the requirements of section 422. If and to the extent
            that the Option fails to qualify as an incentive stock option under
            the Code, the Option shall remain outstanding according to its terms
            as a nonqualified stock option.

      b.    If you dispose of Shares acquired upon exercise of the Option, or a
            portion thereof, in a disqualifying disposition within the meaning
            of section 422 of the Code prior to the expiration of the later of
            either (i) two years from the Date of Grant of the Option or (ii)
            one year from the transfer of Shares to you pursuant to the exercise
            of the Option, or in any other disqualifying disposition within the
            meaning of section 422 of the Code, you must notify the Company in
            writing as soon as practicable thereafter of the date and terms of
            such disposition and, if the Company thereupon has a tax-withholding
            obligation, must pay to the Company an amount equal to any
            withholding tax the Company is required to pay as a result of the
            disqualifying disposition.

      c.    You understand that favorable incentive stock option tax treatment
            is available only if the Option is exercised while you are an
            Employee or within a time specified in the Code after you cease to
            be an Employee. You should consult with your tax advisor regarding
            the tax consequences of the Option.

6.    Reorganization or Change of Control. The provisions of the Plan applicable
      to a Reorganization (as defined in the Plan) or a Change of Control 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.

7.    Transferability of The Option.

      a. Incentive Stock Option. If this Option is designated as an Incentive
      Stock Option, only you may exercise the Option during your lifetime. After
      your death, the Option shall be exercisable (subject to the limitations
      specified in the Plan) solely by your legal representatives, or by the
      person who acquires the right to exercise the Option by will or by the
      laws of descent and distribution, to the extent that the Option is
      exercisable pursuant to this Certificate.

      b. Nonqualified Stock Option. If this Option is designated as a
      Nonqualified Stock 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 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.

8.    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.

9.    No Stockholder Rights. Neither you, nor any person or entity you transfer
      the Option pursuant to Paragraph 7, 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.

10.     Assignment and Transfers. Your rights and interests under this
      Certificate may not be sold, assigned, encumbered or otherwise transferred
      except as provided in Paragraph 7. 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.

11.     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.

12.     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 12(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 employment or service 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
            employment or service at any time.

Grantee's Initials:________