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                                                                   Exhibit 10.35

                            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 Company's 1999 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.

   a. ________ of the granted shares underlying the Option will vest 100% upon
      the fourth year anniversary of the Date of Grant with 100% accelerated
      vesting upon achievement of aggregate positive EBITDA for two consecutive
      quarters of the following companies, Blackboard, Inc., BuyMedia, Inc.,
      Commerce Quest, Inc., CreditTrade, Inc., eCredit.com, Inc., Freeborders,
      Inc., Go Industry AG, ICG Commerce, Inc., Investor Force Holdings, Inc.,
      iSky, Inc., LinkShare Corporation, Mobility Technologies, Inc., One Coast
      Network, Inc., and Syncra Systems, Inc., 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. If the Company no
      longer has a financial interest in a named company, the company will be
      excluded from the calculation of the aggregate EBITDA.

3.

   a. _________ of the granted shares underlying the Option will vest 100% upon
      the fourth year anniversary of the Date of Grant with 100% accelerated
      vesting upon achievement of ICG positive net income for two consecutive
      quarters, 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.

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.

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                                                                   Exhibit 10.35

   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.

   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

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                                                                   Exhibit 10.35

      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:________