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                                                                  EXHIBIT 10.1.4

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                          INTERNET CAPITAL GROUP, INC.
                          1999 EQUITY COMPENSATION PLAN
               (as amended and restated, effective July 25, 2001)

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      The purpose of the Internet Capital Group, Inc. 1999 Equity Compensation
Plan (as amended and restated, effective July 25, 2001) (the "Plan") is to
provide (i) designated employees of Internet Capital Group, Inc. (the "Company")
and its subsidiaries, (ii) designated employees of entities in which the Company
has a greater than 50% ownership interest, (iii) certain advisors and
consultants who perform services for the Company or its subsidiaries, and (iv)
non-employee members of the Board of Directors of the Company (the "Board") with
the opportunity to receive grants of incentive stock options, nonqualified
options, stock appreciation rights, restricted shares, performance shares,
dividend equivalent rights and cash awards. The Company believes that the Plan
will encourage the participants to contribute materially to the growth of the
Company, thereby benefiting the Company's stockholders, and will align the
economic interests of the participants with those of the stockholders.

      1.    Administration

            (a)   Committee. The Plan shall be administered and interpreted by a
committee appointed by the Board (the "Committee"). The Committee shall consist
of two or more persons appointed by the Board, all of whom shall be "outside
directors" as defined under section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"), and related Treasury regulations and shall be
"non-employee directors" as defined under Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, the
Board may ratify or approve any grants as it or the Committee deems appropriate.

            (b)   Committee Authority. The Committee shall have the sole
authority to (i) determine the individuals to whom grants shall be made under
the Plan, (ii) determine the type, size and terms of the grants to be made to
each such individual, (iii) determine the time when the grants will be made and
the duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant, and (v) make all determinations with
respect to any other matters arising under the Plan.

            (c)   Committee Determinations. The Committee shall have full power
and authority to administer and interpret the Plan, to make factual
determinations, and to adopt or amend such rules, regulations, agreements and
instruments for implementing the Plan and for the conduct of its business as it
deems necessary or advisable, in its sole discretion. The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding on
all persons having any interest in the Plan or in any awards granted hereunder.
All powers of the Committee shall be executed in its sole discretion, in the
best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan. Determinations made by the Committee under the Plan need
not be uniform as to similarly situated individuals.
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      2.    Grants

            Awards under the Plan may consist of grants of (i) incentive stock
options as described in Section 5 ("Incentive Stock Options"), (ii) nonqualified
options as described in Section 5 ("Nonqualified Options") (Incentive Stock
Options and Nonqualified Options are collectively referred to as "Options"),
(iii) stock appreciation rights as described in Section 7 ("SARs"), (iv)
restricted shares as described in Section 8 ("Restricted Shares"), (v)
performance shares as described in Section 9 ("Performance Shares"), (vi)
dividend equivalent rights as described in Section 10 ("Dividend Equivalent
Rights") and (vii) cash awards as described in Section 11 ("Cash Awards")
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with the Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in a grant
instrument (the "Grant Instrument") or an amendment to the Grant Instrument. The
Committee shall approve the form and provisions of each Grant Instrument. Grants
under a particular Section of the Plan need not be uniform as among the grant
recipients (the "Grantees").

      3.    Shares Subject to the Plan

            (a)   Shares Authorized. For purposes of the Plan, a Share means one
or more shares of common stock of the Company, par value $.001, as determined
pursuant to Section 3(b). Subject to the adjustment specified below, the
aggregate number of Shares of the Company that may be issued or transferred
under the Plan is 60,000,000 Shares. The maximum aggregate number of Shares that
shall be subject to Grants made under the Plan to any individual during any
calendar year shall be 6,000,000 Shares, subject to adjustment as described
below. The Shares may be authorized but unissued Shares or reacquired Shares,
including Shares purchased by the Company on the open market for purposes of the
Plan. If and to the extent Options or SARs granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been
exercised, or if any Restricted Shares or Performance Shares are forfeited, the
Shares subject to such Grants shall again be available for purposes of the Plan.

            (b)   Adjustments. If there is any change in the number or kind of
Shares outstanding (i) by reason of a dividend, spin-off, recapitalization,
split or combination or exchange of Shares, (ii) by reason of a merger,
reorganization or consolidation in which the Company is the surviving
corporation, (iii) by reason of a reclassification or change in par value, or
(iv) by reason of any other extraordinary or unusual event affecting the
outstanding Shares of the Company as a class without the Company's receipt of
consideration, or if the value of outstanding Shares is substantially reduced as
a result of a spin-off or the Company's payment of an extraordinary dividend or
distribution, the maximum number of Shares available for Grants, the maximum
number of Shares that any individual participating in the Plan may be granted in
any year, the number of Shares covered by outstanding Grants, the kind of Shares
issued under the Plan, and the price per Share or the applicable market value of
such Grants may be appropriately adjusted by the Committee to reflect any
increase or decrease in the number of, or change in the kind or value of, issued
Shares to preclude, to the extent practicable, the enlargement or dilution of
rights and benefits under such Grants; provided, however, that any fractional
Shares resulting from such adjustment shall be eliminated. Any adjustments
determined by the Committee shall be conclusive and binding on all persons
having any interest


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in the Plan or in any awards granted hereunder. Any Shares, other securities or
other property distributed to a Grantee, or which a Grantee is entitled to
receive, in respect of Restricted Shares, which are then subject to restrictions
imposed by Section 8, by reason of any the events described in clauses (i),
(ii), (iii), (iv) or (v) above shall be subject to the restrictions and
requirements imposed on such Restricted Shares, including depositing the
certificates therefor with the Company and bearing a legend as provided in
Section 8(d), unless determined otherwise by the Committee.

      4.    Eligibility for Participation

            (a)   Eligible Persons. All employees of the Company, its parents
and its subsidiaries, and entities in which the Company has a greater than 50%
ownership interest ("Employees"), including persons who have accepted employment
with the Company or any parent or subsidiary, Employees who are officers or
members of the Board, and members of the Board who are not Employees
("Non-Employee Directors") shall be eligible to participate in the Plan.
Advisors and consultants who perform services to the Company or any of its
parents or its subsidiaries ("Key Advisors") shall be eligible to participate in
the Plan if the Key Advisors render bona fide services to the Company or its
parent or subsidiary, the services are not in connection with the offer or sale
of securities in a capital-raising transaction, and the Key Advisors do not
directly or indirectly promote or maintain a market for the Company's
securities.

            (b)   Selection of Grantees. The Committee shall select the
Employees, Non-Employee Directors and Key Advisors to receive Grants and shall
determine the number of Shares subject to a particular Grant in such manner as
the Committee determines.

      5.    Options

            (a)   Number of Shares. Subject to Section 6, the Committee shall
determine the number of Shares that will be subject to each Grant of Options to
Employees, Non-Employee Directors and Key Advisors. Subject to adjustment as
provided in Section 3(b), the maximum aggregate number of Shares that may be
subject to Incentive Stock Options shall be 6,000,000 Shares.

            (b)   Type of Option and Price.

                  (i)   The Committee may grant Incentive Stock Options that are
intended to qualify as "incentive stock options" within the meaning of section
422 of the Code or Nonqualified Options that are not intended so to qualify or
any combination of Incentive Stock Options and Nonqualified Options, all in
accordance with the terms and conditions set forth herein. Incentive Stock
Options may be granted only to Employees who have actually commenced employment
with the Company. Nonqualified Options may be granted to Employees, Non-Employee
Directors and Key Advisors.

                  (ii)  The purchase price (the "Exercise Price") of Shares
subject to an Option shall be determined by the Committee and may be equal to,
greater than, or less than the Fair Market Value (as defined below) of a Share
on the date the Option is granted; provided,


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however, that (x) the Exercise Price of an Incentive Stock Option shall be equal
to, or greater than, the Fair Market Value of a Share on the date the Incentive
Stock Option is granted and (y) an Incentive Stock Option may not be granted to
an Employee who, at the time of grant, owns Shares possessing more than 10
percent of the total combined voting power of all Shares and other classes of
stock of the Company or any parent or subsidiary of the Company, unless the
Exercise Price per Share is not less than 110% of the Fair Market Value of a
Share on the date of grant.

                  (iii) If the Shares are publicly traded, then the Fair Market
Value per Share shall be determined as follows: (x) if the principal trading
market for the Shares is a national securities exchange or the Nasdaq National
Market, the last reported sale price thereof on the preceding date or, if there
were no trades on that date, the latest preceding date upon which a sale was
reported, or (y) if the Shares are not principally traded on such exchange or
market, the mean between the last reported "bid" and "asked" prices of a Share
on the preceding date, as reported on Nasdaq or, if not so reported, as reported
by the National Daily Quotation Bureau, Inc. or as reported in a customary
financial reporting service, as applicable and as the Committee determines. If
the Shares are not publicly traded or, if publicly traded, are not subject to
reported transactions or "bid" or "asked" quotations as set forth above, the
Fair Market Value per Share shall be as determined in good faith by the
Committee; provided that, if the Shares are publicly traded, the Committee may
make such discretionary determinations where the shares have not been traded for
10 trading days.

            (c)   Option Term. The Committee shall determine the term of each
Option. The term of any Option shall not exceed ten years from the date of
grant. However, an Incentive Stock Option that is granted to an Employee who, at
the time of grant, owns Shares possessing more than 10 percent of the total
combined voting power of all Shares and other classes of stock of the Company,
or any parent or subsidiary of the Company, may not have a term that exceeds
five years from the date of grant.

            (d)   Vesting and Exercisability of Options.

                  (i)   Vesting. Options shall vest in accordance with such
terms and conditions as may be determined by the Committee and specified in the
Grant Instrument or an amendment to the Grant Instrument. The Committee may
accelerate the vesting of any or all outstanding Options at any time for any
reason.

                  (ii)  Exercisability. Notwithstanding the foregoing, the
Option may, but need not, include a provision whereby the Grantee may elect at
any time while an Employee, Non-Employee Director or Key Advisor to exercise the
Option as to any part or all of the Shares subject to the Option prior to the
full vesting of the Option. Any unvested Shares so purchased shall be subject to
a repurchase right in favor of the Company, with the repurchase price to be
equal to the lesser of (x) the original purchase price or (y) the Fair Market
Value of the Shares on the date of such repurchase, or to any other restriction
the Committee determines to be appropriate.



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            (e)   Termination of Employment, Retirement, Disability or Death.

                  (i)   Except as provided below and subject to the provisions
of the Grant Instrument, an Option may only be exercised while the Grantee is an
Employee, Key Advisor or member of the Board. In the event that a Grantee has a
Termination of Service (as defined below) for any reason other than Retirement
(as defined below), Disability (as defined below), death or Cause (as defined
below), any Option which is otherwise exercisable by the Grantee shall terminate
unless exercised within 90 days after the date of such termination (or within
such other period of time as may be specified by the Committee), but in any
event no later than the date of expiration of the Option term. Except as
otherwise provided by the Committee, any of the Grantee's Options that are not
otherwise exercisable as of the date on which the Grantee has such a Termination
of Service shall terminate as of such date.

                  (ii)  In the event the Grantee has a Termination of Service on
account of a termination for Cause by the Company, unless otherwise determined
by the Committee (x) any Option held by the Grantee shall terminate as of the
date of such Termination of Service and (y) the Grantee shall automatically
forfeit all Shares underlying any exercised portion of an Option for which the
Company has not yet delivered the certificates, upon refund by the Company of
the lesser of the (i) Exercise Price paid by the Grantee for such Shares, or
(ii) Fair Market Value of the Shares on the date of such Termination of Service.

                  (iii) In the event the Grantee has a Termination of Service on
account of Retirement, any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within three years after the date of such
Termination of Service (or within such other period of time as may be specified
by the Committee), but in any event no later than the date of expiration of the
Option term. To the extent that the Option is an Incentive Stock Option, any
portion of the Option not exercised within the three month period after the
Grantee has a Termination of Service on account of Retirement shall be a
Nonqualified Stock Option. Except as otherwise provided by the Committee, any of
the Grantee's Options which are not otherwise exercisable as of the date of such
Termination of Service shall terminate as of such date

                  (iv)  In the event the Grantee has a Termination of Service on
account of Disability, any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within three years after the date of such
Termination of Service (or within such other period of time as may be specified
by the Committee), but in any event no later than the date of expiration of the
Option term. To the extent that the Option is an Incentive Stock Option, any
portion of the Option not exercised within the one year period after the Grantee
has a Termination of Service on account of Disability shall be a Nonqualified
Stock Option. Except as otherwise provided by the Committee, any of the
Grantee's Options which are not otherwise exercisable as of the date of such
Termination of Service shall terminate as of such date.

                  (v)   If the Grantee dies while an Employee, Key Advisor or
member of the Board or within 90 days after the date on which the Grantee has a
Termination of Service specified in Section 5(e)(i) above (or within such other
period of time as may be specified by the Committee), any Option that is
otherwise exercisable by the Grantee shall terminate unless


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exercised within three years after the date of such death or Termination of
Service (or within such other period of time as may be specified by the
Committee), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided by the Committee, any of the Grantee's
Options that are not otherwise exercisable as of the date of such Termination of
Service shall terminate as of such date.

                  (vi)  For purposes of Sections 5(e), 7, 8, and 9 of the Plan:

                  (A)   "Cause" shall mean, except to the extent specified
            otherwise by the Committee, a finding by the Committee that (1) the
            Grantee has breached his or her employment, service, noncompetition,
            nonsolicitation or other similar contract with the Company or its
            parent and subsidiary corporations, (2) has been engaged in
            disloyalty to the Company or its parent and subsidiary corporations,
            including, without limitation, fraud, embezzlement, theft,
            commission of a felony or dishonesty in the course of his or her
            employment or service, (3) has disclosed trade secrets or
            confidential information of the Company or its parent and subsidiary
            corporations to persons not entitled to receive such information or
            (4) has entered into competition with the Company or its parent or
            Subsidiary Corporations. Notwithstanding the foregoing, if the
            Grantee has an employment agreement with the Company defining
            "Cause," then such definition shall supersede the foregoing
            definition.

                  (B)   "Company" shall mean the Company and its parent and
            subsidiary corporations or other entities, as determined by the
            Committee.

                  (C)   "Disability" shall mean a Grantee's becoming disabled
            within the meaning of section 22(e)(3) of the Code.

                  (D)   "Retirement" shall mean a Grantee's Termination of
            Service with the consent of the Company after the attainment of age
            55 and pursuant to the Company's retirement plan.

                  (E)   "Termination of Service" shall mean a Grantee's
            termination of employment or service as an Employee, Key Advisor or
            member of the Board (so that, for purposes of the Plan, cessation of
            service as an Employee, Key Advisor and member of the Board shall
            not be treated as a Termination of Service if the Grantee continues
            without interruption to serve thereafter in another one (or more) of
            such other capacities) unless the Committee determines otherwise.

            (f)   Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (x) in cash, (y) by
delivering Shares owned by the Grantee for the period necessary to avoid a
charge to the Company's earnings for financial reporting purposes and to avoid
adverse accounting consequences to the Company (including Shares acquired in
connection with the exercise of an Option, subject to such restrictions as the
Committee deems appropriate) and having a Fair Market Value on the date of
exercise equal to the Exercise Price or by attestation


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(on a form prescribed by the Committee) to ownership of Shares having a Fair
Market Value on the date of exercise equal to the Exercise Price, or (z) by such
other method as the Committee may approve, including, payment through a broker
in accordance with procedures permitted by Regulation T of the Federal Reserve
Board; provided, that, for purposes of assisting a Grantee to exercise an
Option, the Company may make loans to the Grantee or guarantee loans made by
third parties to the Grantee, on such terms and conditions as the Committee may
authorize. The Grantee shall pay the Exercise Price at the time of exercise and
shall satisfy the withholding tax requirements of Section 14.

            (g)   Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that, if the aggregate Fair Market Value of the Shares on the date
of the grant with respect to which Incentive Stock Options are exercisable for
the first time by a Grantee during any calendar year, under the Plan and any
other equity compensation plan of the Company or a parent or subsidiary, exceeds
$100,000, then the Option, as to the excess, shall be treated as a Nonqualified
Option. No Incentive Stock Option shall be granted to any person who is not an
Employee of the Company or a parent or subsidiary of the Company (within the
meaning of section 424(f) of the Code).

      6.    Automatic Option Grants to Non-Employee Directors

            Only Non-Employee Directors shall be eligible to receive the
automatic Option grants described in this Section 6.

            (a)   Initial Grants. On the date that an eligible Non-Employee
Director is first elected to the Board, such Non-Employee Director shall receive
a Nonqualified Option under the Plan to purchase 94,000 Shares (an "Initial
Grant"); provided, however, that any Non-Employee Director who was a member of
the Board of Managers of Internet Capital Group, L.L.C. and who became a member
of the Board immediately following the execution of the Agreement of Merger
dated February 2, 1999 shall not be entitled to receive an Initial Grant. The
Initial Grant shall be subject to the availability and adjustment of Shares
issuable under the Plan pursuant to Section 3 and shall not be subject to the
discretion of any person or persons.

            (b)   Service Grants. Every two (2) years on the anniversary of the
date that an eligible Non-Employee Director was initially elected to the Board
(or, if applicable, the Board of Managers of Internet Capital Group, L.L.C.),
such Non-Employee Director shall be granted a Nonqualified Option for an
additional 40,000 Shares (a "Service Grant").

            (c)   Conversion Grants. In its sole discretion, the Board may grant
a Nonqualified Option to any eligible Non-Employee Director who was a member of
the Board of Managers of Internet Capital Group, L.L.C. and who became a member
of the Board immediately following the execution of the Agreement of Merger
dated February 2, 1999 to compensate such Non-Employee Director for the
cancellation of outstanding options held by such Non-Employee Director
immediately prior to the execution of such Agreement of Merger; provided,
however, that such grant shall be subject to the availability and adjustment of
Shares issuable under the Plan pursuant to Section 3 (a "Conversion Grant").

            (d)   Aggregate Limitation on Grants. Notwithstanding any provision
of this


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Plan to the contrary, the maximum number of Shares subject to Initial Grants,
Service Grants and Conversion Grants which may be awarded to any Non-Employee
Director under the Plan shall not exceed 214,000 Shares.

            (e)   Terms of Initial Grants, Service Grants and Conversion Grants.
Unless otherwise determined by the Committee as reflected in the applicable
Grant Instrument, each Option granted pursuant to this Section 6 shall be
subject to the following terms:

                  (i)   Each such Option shall have a term of eight years from
the date of the applicable Option is granted.

                  (ii)  Each Initial Grant shall vest in four equal installments
of a whole number of Shares on the first, second, third and fourth anniversaries
of the date of grant of such Option. Each Service Grant shall vest in two equal
installments of a whole number of Shares on the first and second anniversaries
of the date of grant of such Option. Each Conversion Grant shall vest as set
forth in the applicable Grant Instrument.

      7.    Stock Appreciation Rights

            (a)   General Requirements. The Committee may grant SARs to an
Employee, Non-Employee Director or Key Advisor separately from or in tandem with
any Option (for all or a portion of the applicable Option). Tandem SARs may be
granted either at the time the Option is granted or at any time thereafter while
the Option remains outstanding; provided, however, that, in the case of an
Incentive Stock Option, SARs may be granted only at the time of the grant of the
Incentive Stock Option. The Committee shall establish the base amount of the SAR
at the time the SAR is granted. Unless the Committee determines otherwise, the
base amount of each SAR shall be equal to the per Share Exercise Price of the
related Option or, if there is no related Option, the Fair Market Value of a
Share as of the date of grant of the SAR.

            (b)   Tandem SARs. In the case of tandem SARs, the number of SARs
granted to a Grantee that shall be exercisable during a specified period shall
not exceed the number of Shares that the Grantee may purchase upon the exercise
of the related Option during such period. Upon the exercise of an Option, the
SARs relating to the Shares purchased pursuant to such Option shall terminate.
Upon the exercise of SARs, the related Option shall terminate to the extent of
an equal number of Shares.

            (c)   Exercisability. An SAR shall be exercisable during the period
specified by the Committee in the Grant Instrument and shall be subject to such
vesting and other restrictions as may be specified in the Grant Instrument. The
Committee may accelerate the exercisability of any or all outstanding SARs at
any time for any reason. SARs may only be exercised while the Grantee is as an
Employee, Key Advisor or member of the Board or during the applicable period
after Termination of Service as described in Section 5(e). A tandem SAR shall be
exercisable only during the period when the Option to which it is related is
also exercisable. No SAR may be exercised for cash by an executive officer or
director of the Company or any of its subsidiaries who is subject to section 16
of the Exchange Act, except in accordance with Rule 16b-3 under the Exchange
Act.



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            (d)   Value of SARs. When a Grantee exercises an SAR, the Grantee
shall receive in settlement of such SAR an amount, payable in cash, Shares or a
combination thereof, as determined by the Committee, equal to the amount by
which the Fair Market Value of a Share on the date of exercise of the SAR
exceeds the base amount of the SAR as described in Section 7(a).

            (e)   Form of Payment. The Committee shall determine whether the
appreciation in an SAR shall be paid in the form of cash, Shares, or a
combination of the two, in such proportion as the Committee deems appropriate.
For purposes of calculating the number of Shares to be received, Shares shall be
valued at their Fair Market Value on the date of exercise of the SAR. If Shares
are to be received upon exercise of a SAR, cash shall be delivered in lieu of
any fractional Share.

      8.    Restricted Shares

            The Committee may issue or transfer Shares to an Employee,
Non-Employee Director or Key Advisor under a Grant of Restricted Shares, upon
such terms as the Committee deems appropriate. The following provisions are
applicable to Restricted Shares:

            (a)   General Requirements. Shares issued or transferred pursuant to
Restricted Share Grants may be issued or transferred for consideration or for no
consideration, as determined by the Committee. The Committee may establish
conditions under which restrictions on Restricted Shares shall lapse over a
period of time or according to such other criteria as the Committee deems
appropriate. The period of time during which the Restricted Shares will remain
subject to restrictions will be designated in the Grant Instrument as the
"Restriction Period."

            (b)   Number of Shares. The Committee shall determine the number of
Restricted Shares to be issued or transferred and the restrictions applicable to
such Grant.

            (c)   Requirement of Employment or Service. If the Grantee has a
Termination of Service during a period designated in the Grant Instrument as the
Restriction Period, or if other specified conditions are not met, the Restricted
Share Grant shall terminate as to all Shares covered by the Grant as to which
the restrictions have not lapsed, and those Shares must be immediately returned
to the Company, and the Company shall refund to the Grantee the lesser of (x)
the consideration, if any, paid by the Grantee for such Shares and (y) the Fair
Market Value of the Shares as of the date of such Termination of Service. The
Committee may, however, provide for complete or partial exceptions to these
requirements as it deems appropriate.

            (d)   Restrictions on Transfer and Legend on Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the Restricted Shares except as permitted under Section 15.
Each certificate for Restricted Shares shall contain a legend giving appropriate
notice of the restrictions in the Grant. The Grantee shall be entitled to have
the legend removed from the certificate covering the Restricted Shares subject
to restrictions when all restrictions on such Shares have lapsed. The Committee
may determine that the Company will not issue certificates for Restricted Shares
until all restrictions on such Shares have lapsed, or that the Company will
retain possession of certificates for Restricted


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Shares until all restrictions on such Shares have lapsed.

            (e)   Right to Vote and to Receive Dividends. Unless the Committee
determines otherwise, during the Restriction Period, the Grantee shall have the
right to vote Restricted Shares and to receive any dividends or other
distributions paid on such Shares, subject to any restrictions deemed
appropriate by the Committee, including, without limitation, the achievement of
specific performance goals.

            (f)   Lapse of Restrictions. All restrictions imposed on Restricted
Shares shall lapse upon the expiration of the applicable Restriction Period and
the satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Share Grants, that the restrictions shall
lapse without regard to any Restriction Period.

      9.    Performance Shares

            (a)   General Requirements. The Committee may grant Performance
Shares ("Performance Shares") to an Employee or Key Advisor. Each Performance
Share shall represent the right of the Grantee to receive an amount based on the
value of the Performance Share, if performance goals established by the
Committee are met. The value of a Performance Share shall be based on the Fair
Market Value of a Share as of the date of payment in respect of such Performance
Share is to be made or on such other measurement base as the Committee deems
appropriate. The Committee shall determine the number of Performance Shares to
be granted and the requirements applicable to such Shares.

            (b)   Performance Period and Performance Goals. When Performance
Shares are granted, the Committee shall establish the performance period during
which performance shall be measured (the "Performance Period"), performance
goals applicable to the Shares ("Performance Goals"), if any, and such other
conditions of the Grant as the Committee deems appropriate. Performance Goals
may relate to the financial performance of the Company or its operating shares,
the performance of Shares, individual performance, or such other criteria as the
Committee deems appropriate.

            (c)   Payment with Respect to Performance Shares. At the end of each
Performance Period, the Committee shall determine to what extent the Performance
Goals and other conditions of the Performance Shares have been met and the
amount, if any, to be paid with respect to the Performance Shares. Payments with
respect to Performance Shares shall be made in cash, in Shares, or in a
combination of the two, as determined by the Committee. Any fractional
Performance Share shall be paid in cash. Unless otherwise determined by the
Committee, any Performance Shares with respect to which the Committee determines
that the applicable Performance Goals or other conditions have not been met
within the Performance Period shall be forfeited.

            (d)   Requirement of Employment or Service. If the Grantee has a
Termination of Service during a Performance Period, or if other conditions
established by the Committee are not met, the Grantee's Performance Shares shall
be forfeited. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems appropriate.



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            (e)   Restrictions on Transfer. Rights to payments with respect to
Performance Shares granted under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, garnishment, levy, execution, or other legal or equitable process,
either voluntary or involuntary; and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, attach or garnish, or levy or execute on any
right to benefits payable hereunder, shall be void.

            (f)   Limited Rights. Performance Shares are solely a device for the
measurement and determination of the amounts to be paid to a Grantee under the
Plan. Each Grantee's right in the Performance Shares is limited to the right to
receive payment, if any, as may herein be provided. The Performance Shares do
not constitute Shares and shall not be treated as (or as giving rise to)
property or as a trust fund of any kind; provided, however, that the Company may
establish a mere bookkeeping reserve to meet its obligations hereunder or a
trust or other funding vehicle that would not cause the Plan to be deemed to be
funded for tax purposes or for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended. The right of any Grantee of Performance
Shares to receive payments by virtue of participation in the Plan shall be no
greater than the right of any unsecured general creditor of the Company. Nothing
contained in the Plan shall be construed to give any Grantee any rights with
respect to Shares or any ownership interest in the Company. Except as may be
provided in accordance with Section 10, no provision of the Plan shall be
interpreted to confer upon any Grantee any voting, dividend or derivative or
other similar rights with respect to any Performance Share.

      10.   Dividend Equivalent Rights

            (a)   General Requirements. The Committee may grant Dividend
Equivalent Rights to Employees Non-Employee Directors and Key Advisors. Each
Dividend Equivalent Right shall represent the right to receive, either credits
for or payments of, amounts based on the dividends declared on Shares, to be
credited or paid as of the dividend payment dates, during the term of the
Dividend Equivalent Right as determined by the Committee. With respect to
Dividend Equivalent Rights granted with respect to Options intended to be
qualified performance-based compensation for purposes of section 162(m) of the
Code, such Dividend Equivalent Rights shall be payable regardless of whether
such Option is exercised.

            (b)   Certain Terms. Unless otherwise determined by the Committee, a
Dividend Equivalent Right is exercisable or payable only while the Grantee is an
Employee, member of the Board or Key Advisor. Payment of the amount determined
in accordance with Section 10(a) shall be in cash, in Shares or a combination of
the two, as determined by the Committee. The Committee may impose such other
terms conditions on the grant of a Dividend Equivalent Right as it deems
appropriate in its discretion as reflected by the terms of the Grant Instrument.

            (c)   Dividend Equivalent Right with Other Grants. The Committee may
establish a program under which Dividend Equivalent Rights may be granted in
conjunction with other Grants. For example, and without limitation, the
Committee may grant a Dividend Equivalent Right in respect of each Share subject
to an Option or with respect to a Performance Share, which right would consist
of the right to receive a cash payment in an amount equal to the


                                     - 11 -
<PAGE>
dividend distributions paid on a Share from time to time.

            (d)   Deferral. The Committee may establish a program under which
the payments with respect to Dividend Equivalent Rights may be deferred. Such
program may include, without limitation, provisions for the crediting of
earnings and losses on unpaid amounts, and, if permitted by the Committee,
provisions under which Grantees may select from among hypothetical investment
alternatives for such deferred amounts in accordance with procedures established
by the Committee.

      11.   Cash Awards

            The Committee may grant Cash Awards to Employees, Non-Employee
Directors and Key Advisors. The cash payment due upon settlement of a Cash Award
shall be based on the attainment of performance goals and shall be subject to
such other conditions, restrictions and contingencies as the Committee shall
determine as reflected by the terms of the Grant Instrument.

      12.   Qualified Performance-Based Compensation

            (a)   Designation as Qualified Performance-Based Compensation. The
Committee may determine that Restricted Shares, Performance Shares and Cash
Awards granted to an Employee shall be considered "qualified performance-based
compensation" under section 162(m) of the Code. The provisions of this Section
12 shall apply to Grants of Restricted Shares Performance Shares and Cash Awards
that are intended to be "qualified performance-based compensation" under section
162(m) of the Code.

            (b)   Performance Goals. When Restricted Shares, Performance Shares
or Cash Awards that are intended to be "qualified performance-based
compensation" are granted, the Committee shall establish in writing (i) the
objective performance goals that must be met in order for restrictions on the
Restricted Shares to lapse or amounts to be paid under the Performance Shares or
Cash Awards as applicable, (ii) the Performance Period during which the
performance goals must be met, (iii) the threshold, target and maximum amounts
that may be paid if the performance goals are met, and (iv) any other
conditions, including without limitation provisions relating to death,
Disability, other Termination of Service or Reorganization, that the Committee
deems appropriate and consistent with the Plan and section 162(m) of the Code
and the Treasury regulations thereunder. The performance goals may relate to the
Employee's individual performance or the performance of the Company and its
subsidiaries as a whole, or any combination of the foregoing. The Committee
shall use objectively determinable performance goals based on one or more of the
following criteria: Share price, earnings per Share, net earnings, operating
earnings, return on assets, stockholder return, return on equity, growth in
assets, share volume, sales, market share, or strategic business criteria
consisting of one or more objectives based on meeting specific revenue goals,
market penetration goals, geographic business expansion goals, cost targets or
goals relating to acquisitions or divestitures.

            (c)   Establishment of Goals. The Committee shall establish the
performance goals in accordance with Section 12(b) in writing either before the
beginning of the Performance Period or during a period ending no later than the
earlier of (i) 90 days after the beginning of the


                                     - 12 -
<PAGE>
Performance Period or (ii) the date on which 25% of the Performance Period has
been completed, or such other date as may be required or permitted under
applicable regulations under section 162(m) of the Code. The performance goals
shall satisfy the requirements for "qualified performance-based compensation,"
including the requirement that the achievement of the goals be substantially
uncertain at the time they are established and that the goals be established in
such a way that a third party with knowledge of the relevant facts could
determine whether and to what extent the performance goals had been met. The
Committee shall not have discretion to increase the amount of compensation that
is payable upon achievement of the designated performance goals.

            (d)   Maximum Payment. If Restricted Shares, or Performance Shares
measured with respect to the Fair Market Value of Shares, are granted pursuant
to this Section 12, not more than 25,000 Shares may be granted to an Employee
under such Restricted Shares or Performance Shares for any Performance Period.
If Cash Awards, or Performance Shares measured with respect to criteria other
than the Fair Market Value of Shares, are granted pursuant to this Section 12,
the maximum amount that may be paid to an Employee under such Cash Awards or
Performance Shares with respect to a Performance Period is $2,000,000.

            (e)   Performance Certification. The Committee shall certify and
announce the results for each Performance Period to all Grantees immediately
following the announcement of the Company's financial results for the
Performance Period. If and to the extent that the Committee does not certify
that the performance goals have been met, the grants of Restricted Shares,
Performance Shares, or Cash Awards made pursuant to this Section 12 for the
Performance Period shall be forfeited.

            (f)   Death, Disability, or Other Circumstances. The Committee may
provide that Performance Shares, Cash Awards, or Restricted Shares shall be
payable, or restrictions on Restricted Shares shall lapse, in whole or in part,
in the event of the Employee's death or Disability during the Performance
Period, or under other circumstances consistent with the Treasury regulations
and rulings under section 162(m) of the Code.

      13.   Deferrals

            The Committee may permit or require a Grantee to defer receipt of
the payment of cash or the delivery of shares that would otherwise be due to
such Grantee in connection with any Option or SAR, the lapse or waiver of
restrictions applicable to Restricted Shares, the satisfaction of any
requirements or objectives with respect to Performance Shares, or the payment of
cash with respect to Cash Awards. If any such deferral election is permitted or
required, the Committee shall, in its sole discretion, establish rules and
procedures for such deferrals.

      14.   Withholding of Taxes

            (a)   Required Withholding. The Company shall be entitled to
withhold from any payments or deemed payments any amount of tax withholding
(including all federal, state and local taxes) determined by the Committee to be
required by law. Without limiting the generality of the foregoing, the Committee
may, in its discretion, require the Grantee to pay to


                                     - 13 -
<PAGE>
the Company at such time as the Committee determines the amount that the
Committee deems necessary to satisfy the Company's obligation to withhold
federal, state or local income or other taxes incurred by reason of (i) the
exercise of any Option or SAR, (ii) the lapsing of any restrictions applicable
to any Restricted Shares, (iii) the receipt of a payment in respect of
Performance Shares, Dividend Equivalent Rights or Cash Awards or (iv) any other
applicable income recognition event (for example, an election under section
83(b) of the Code). Notwithstanding anything contained in the Plan to the
contrary, the Grantee's satisfaction of any tax-withholding requirements imposed
by the Committee shall be a condition precedent to the Company's obligation as
may otherwise be provided hereunder to provide Shares to the Grantee and to the
release of any restrictions as may otherwise be provided hereunder, as
applicable; and the applicable options, SARs, Restricted Shares, Performance
Shares or Dividend Equivalent Rights shall be forfeited upon the failure of the
Grantee to satisfy such requirements with respect to, as applicable, (i) the
exercise of the option or SAR, (ii) the lapsing of restrictions on the
Restricted Share (or other income recognition event) or (iii) payments in
respect of any Performance Share or Dividend Equivalent Right.

            (b)   Election to Withhold Shares. If the Committee so permits, a
Grantee may make a written election to satisfy the Company's income tax
withholding obligation with respect to an Option, an SAR, Restricted Shares,
Performance Shares or Dividend Equivalent Rights paid in Shares by having Shares
withheld by the Company from the Shares otherwise to be received, or to deliver
previously owned Shares (not subject to restrictions hereunder). In the event
that the Committee permits and Grantee makes such an election, the number of
Shares so withheld or delivered shall have an aggregate Fair Market Value on the
date of exercise that does not exceed the Grantee's minimum withholding tax rate
for federal (including FICA), state and local tax liabilities. Where the
exercise of an Incentive Stock Option does not give rise to an obligation by the
Company to withhold federal, state or local income or other taxes on the date of
exercise, but may give rise to such an obligation in the future, the Committee
may, in its discretion, make such arrangements and impose such restrictions as
it deems necessary or appropriate. The election must be in a form and manner
prescribed by the Committee and shall be subject to the prior approval of the
Committee.

      15.   Transferability of Grants

            (a)   In General. Except as provided in Section 15(b), only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution, or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee, pursuant to a domestic
relations order. When a Grantee dies, the personal representative or other
person entitled to succeed to the rights of the Grantee ("Successor Grantee")
may exercise such rights in accordance with the terms of the Plan. A Successor
Grantee must furnish proof satisfactory to the Company of his or her right to
receive the Grant under the Grantee's will or under the applicable laws of
descent and distribution.

            (b)   Transfer of Nonqualified Options. Notwithstanding the
foregoing, the Committee may provide in a Grant Instrument that a Grantee may
transfer Nonqualified Options to family members or other persons or entities,
consistent with applicable securities laws, according to such terms as the
Committee may determine where the Committee determines that


                                     - 14 -
<PAGE>
such transferability does not result in accelerated federal income taxation;
provided that the Grantee receives no consideration for the transfer of an
Option and the transferred Option shall continue to be subject to the same terms
and conditions as were applicable to the Option immediately before the transfer.






                                     - 15 -
<PAGE>
      16.   Reorganization of the Company

            (a)   Reorganization. As used herein, a "Reorganization" shall be
deemed to have occurred if the stockholders of the Company approve (or, if
stockholder approval is not required, the Board approves) an agreement providing
for (i) the merger or consolidation of the Company with another corporation
where the stockholders of the Company, immediately prior to the merger or
consolidation, will not beneficially own, immediately after the merger or
consolidation, Shares entitling such stockholders to more than 50% of all votes
to which all stockholders of the surviving corporation would be entitled in the
election of directors (without consideration of the rights of any class of stock
to elect directors by a separate class vote), (ii) the sale or other disposition
of all or substantially all of the assets of the Company, or (iii) a liquidation
or dissolution of the Company.

            (b)   Assumption of Grants. Upon a Reorganization where the Company
is not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
and SARs that are not exercised shall be assumed by, or replaced with comparable
options or rights by, the surviving corporation.

            (c)   Other Alternatives. Notwithstanding the foregoing, in the
event of a Reorganization, the Committee may take one or both of the following
actions: the Committee may (i) require that Grantees surrender their outstanding
Options and SARs in exchange for a payment by the Company, in cash or Shares as
determined by the Committee, in an amount equal to the amount by which the then
Fair Market Value of the Shares subject to the Grantee's unexercised Options and
SARs exceeds the Exercise Price of the Options or the base amount of the SARs,
as applicable, or (ii) after accelerating all vesting and giving Grantees an
opportunity to exercise their outstanding Options and SARs, terminate any or all
unexercised Options and SARs at such time as the Committee deems appropriate.
Such surrender or termination shall take place as of the date of the
Reorganization or such other date as the Committee may specify.

            (d)   Limitations. Notwithstanding anything in the Plan to the
contrary, in the event of a Reorganization, the Committee shall not have the
right to take any actions described in the Plan (including without limitation
actions described in Section 17(c)) that would make the Reorganization
ineligible for pooling of interests accounting treatment or that would make the
Reorganization ineligible for desired tax treatment if, in the absence of such
right, the Reorganization would qualify for such treatment and the Company
intends to use such treatment with respect to the Reorganization.

      17.   Change of Control of the Company

            (a)   Definition. As used herein, a "Change of Control" shall be
deemed to have occurred if:

                  (i)   Any "person" (as such term is used in sections 13(d) and
14(d) of the Exchange Act) other than Safeguard Scientifics, Inc. or any of its
subsidiaries or affiliates becomes a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing a majority of the voting power of the then outstanding
securities of the Company except where the acquisition is approved by the Board;
or



                                     - 16 -
<PAGE>
                  (ii)  Any person has commenced a tender offer or exchange
offer for a majority of the voting power of the then outstanding Shares of the
Company.

            (b)   Notice and Acceleration. Upon a Change of Control the Company
shall provide each Grantee with outstanding Grants written notice of such Change
of Control, and the Committee may, in its sole discretion, provide for any of
the following: (i) all outstanding Options and SARs shall automatically
accelerate and become fully exercisable, (ii) the restrictions and conditions on
all outstanding Restricted Shares shall immediately lapse, and (iii) Grantees
holding Performance Shares shall receive a payment in settlement of such
Performance Shares, in an amount determined by the Committee, based on the
Grantee's target payment for the Performance Period and the portion of the
Performance Period that precedes the Change of Control.

            (c)   Acceleration on Account of a Termination of Service. In the
event of a Change of Control, if a Grantee incurs a Termination of Service (as
defined in Section 5(e)(vi)(E)) on account of an involuntary termination by the
Company without Cause (as defined in Section 5(e)(vi)(A)) within 1 year after
the Change of Control, (i) all outstanding Options and SARs held by the Grantee
shall automatically accelerate and become fully exercisable, (ii) the
restrictions and conditions on all outstanding Restricted Shares shall
immediately lapse, and (iii) Grantees holding Performance Shares shall receive a
payment in settlement of such Performance Shares, in an amount determined by the
Committee, based on the Grantee's target payment for the Performance Period and
the portion of the Performance Period that precedes the Change of Control.

            (d)   Other Alternatives. Notwithstanding the foregoing, subject to
Subsection (e) below, in the event of a Change of Control, the Committee may
also take one or both of the following actions: the Committee may (i) require
that Grantees surrender their outstanding Options and SARs in exchange for a
payment by the Company, in cash or Shares as determined by the Committee, in an
amount equal to the amount by which the then Fair Market Value of the Shares
subject to the Grantee's unexercised Options and SARs exceeds the Exercise Price
of the Options or the base amount of the SARs, as applicable, or (ii) after
giving Grantees an opportunity to exercise their outstanding Options and SARs,
terminate any or all unexercised Options and SARs at such time as the Committee
deems appropriate. Such surrender or termination shall take place as of the date
of the Change of Control or such other date as the Committee may specify.

            (e)   Committee. The Committee making the determinations under this
Section 17 following a Change of Control must be comprised of the same members
as those on the Committee immediately before the Change of Control. If the
Committee members do not meet this requirement, the automatic provisions of
Section 17(b) and (c) above shall apply in the case of such a Change of Control,
and the Committee shall not have discretion to vary them.

            (f)   Limitations. Notwithstanding anything in the Plan to the
contrary, in the event of a Change of Control, the Committee shall not have the
right to take any actions described in the Plan (including without limitation
actions described in Section 17(d) above) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such


                                     - 17 -
<PAGE>
right, the Change of Control would qualify for such treatment and the Company
intends to use such treatment with respect to the Change of Control.

      18.   Requirements for Issuance or Transfer of Shares

      No Shares shall be issued or transferred in connection with any Grant
hereunder unless and until all legal requirements applicable to the issuance or
transfer of such Shares have been complied with to the satisfaction of the
Committee. The Committee shall have the right to condition any Grant made to any
Grantee hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such Shares as the
Committee shall deem necessary or advisable as a result of any applicable law,
regulation or official interpretation thereof, and certificates representing
such Shares may be legended to reflect any such restrictions. Certificates
representing Shares issued or transferred under the Plan will be subject to such
stop-transfer orders, registration and other restrictions as may be required by
applicable laws, regulations and interpretations, including any requirement that
a legend be placed thereon.

      19.   Amendment and Termination of the Plan

            (a)   Amendment. The Board may amend or terminate the Plan at any
time; provided that the Board may not make any amendment to the Plan that would,
if such amendment were not approved by the stockholders of the Company, cause
the Plan to fail to comply with any requirement of applicable law or regulation,
unless and until the approval of the stockholders is obtained.

            (b)   Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date, unless the
Plan is terminated earlier by the Board or is extended by the Board with the
approval of the stockholders.

            (c)   Termination and Amendment of Outstanding Grants. A termination
or amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
amendment is required in order to comply with applicable law. The termination of
the Plan shall not impair the power and authority of the Committee with respect
to an outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended in accordance with the Plan or may be amended
by agreement of the Company and the Grantee consistent with the Plan.

            (d)   Governing Document. The Plan shall be the controlling
document. No other statements, representations, explanatory materials or
examples, oral or written, may amend the Plan in any manner. The Plan shall be
binding upon and enforceable against the Company and its successors and assigns.

      20.   Funding of the Plan

            The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under the Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.



                                     - 18 -
<PAGE>
      21.   Rights of Participants

            Nothing in the Plan shall entitle any Employee, Non-Employee
Director, Key Advisor or other person to any claim or right to be granted a
Grant under the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the employ
of the Company or any other employment rights.

      22.   No Fractional Shares

            No fractional Shares shall be issued or delivered pursuant to the
Plan or any Grant. The Committee shall determine whether cash, other awards or
other property shall be issued or paid in lieu of such fractional Shares or
whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated.

      23.   Headings

            Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

      24.   Effective Date of the Amended and Restated Plan

            The Plan initially became effective on February 2, 1999, and was
amended and restated effective on May 1, 1999. This amendment and restatement of
the Plan is effective July 25, 2001.

      25.   Miscellaneous

            (a)   Grants in Connection with Corporate Transactions and
Otherwise. Nothing contained in the Plan shall be construed to (i) limit the
right of the Committee to make Grants under the Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees or for other proper corporate purposes,
or (ii) limit the right of the Company to grant stock options or make other
awards outside of the Plan; provided, that the total number of Shares issuable
upon exercise of all outstanding options shall not exceed 30% of the then
outstanding Shares of the Company unless approved by a two-thirds vote of the
stockholders. Without limiting the foregoing, the Committee may make a Grant to
an employee of another corporation who becomes an Employee by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted share grant made to such
employee by such corporation. The terms and conditions of the substitute grants
may vary from the terms and conditions required by the Plan and from those of
the substituted stock incentives. The Committee shall prescribe the provisions
of the substitute grants.

            (b)   Compliance with Law. The Plan, the exercise of Options and
SARs and the obligations of the Company to issue or transfer Shares under Grants
shall be subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required. With respect to persons subject to section
16 of the Exchange Act, it is the intent of the Company


                                     - 19 -
<PAGE>
that the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. In addition,
it is the intent of the Company that the Plan and applicable Grants under the
Plan comply with the applicable provisions of section 162(m) of the Code and
section 422 of the Code. To the extent that any legal requirement of section 16
of the Exchange Act or sections 162(m) or 422 of the Code as set forth in the
Plan ceases to be required under section 16 of the Exchange Act or sections
162(m) or 422 of the Code, that Plan provision shall cease to apply. The
Committee may revoke any Grant if it is contrary to law or modify a Grant to
bring it into compliance with any valid and mandatory government regulation. The
Committee may, in its sole discretion, agree to limit its authority under this
Section 25(b).

            (c)   Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the State of
Delaware.

                                   * * * * * *






                                     - 20 -
<PAGE>
Date:                               INTERNET CAPITAL GROUP, INC.
     ------------


                                    By: /s/
                                        ---------------------------
                                         Walter W. Buckley, III
                                         President and Chief Executive Officer

Attest:

By: /s/
   -------------------------







                                     - 21 -