<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     FOR FISCAL YEAR ENDED DECEMBER 31, 2001

                            COMMISSION FILE 000-26929

                               ------------------

                          INTERNET CAPITAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
                  DELAWARE                                     23-2996071
       (State of other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                    Identification Number)

600 BUILDING, 435 DEVON PARK DRIVE, WAYNE, PA                    19087
   (Address of principal executive offices)                    (Zip Code)
</TABLE>

                                 (610) 989-0111
              (Registrant's telephone number, including area code)

                               ------------------

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicated by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].

      The approximate aggregate market value of Common Stock held by
non-affiliates of the Company was $284.0 million as of March 1, 2002. (For
purposes of determining this amount only, the Company has defined affiliates as
including (a) the executive officers names in Part I of this 10-K Report, (b)
all directors of the Company and (c) each stockholder that has informed the
Company by March 1, 2002 that it is the beneficial owner of 10% or more of the
outstanding common stock of the Company.)

      The number of shares of the Company's Common Stock outstanding as of March
1, 2002 was 287,689,624 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the definitive proxy statement (the "Definitive Proxy
Statement") filed with the Securities and Exchange Commission relative to the
Company's Annual Meeting of Stockholders for the fiscal year ended December 31,
2001 are incorporated by reference into Part III of this Report.

================================================================================
<PAGE>
                       EXPLANATORY NOTE TO AMENDMENT NO. 1

      Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 (the "Form 10-K") is filed solely to include
Exhibit 10.1.4, Internet Capital Group, Inc.'s 1999 Equity Compensation Plan, in
its final form. In order to address the filing of this exhibit, the registrant
hereby amends Item 15 to the Form 10-K in its entirety as follows:

                                  EXHIBIT INDEX

      The following list of exhibits required by item 601 of Regulation S-K
filed as part of this Annual Report. Where so indicated by footnote, exhibits
which were previously filed are incorporated by reference. For exhibits
incorporated by reference, the location of the exhibit in the previous filing is
indicated in parentheses.

<TABLE>
<CAPTION>
Exhibit
Number      Document
------      --------
<S>         <C>
2.1         Agreement of Merger, dated February 2, 1999, between Internet
            Capital Group, L.L.C. and Internet Capital Group, Inc. (incorporated
            by reference to Exhibit 2.1 to the Registration Statement on Form
            S-1 filed by the Company on May 11, 1999 (Registration No.
            333-78193) (the "IPO Registration Statement"))

3.1         Restated Certificate of Incorporation (incorporated by reference to
            Exhibit 2.1 to the Registration Statement on Form 8-A filed by the
            Company on August 4, 1999 (Registration No. 000-26989) (the "8-A
            Registration Statement"))

3.2         Amended and Restated Bylaws (incorporated by reference to Exhibit
            2.2 to the 8-A Registration Statement)

4.1         Specimen Certificate for Internet Capital Group's Common Stock
            (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
            IPO Registration Statement filed by the Company on August 2, 1999
            (Registration No. 333-78193) (the "IPO Amendment No. 3"))

4.2         Indenture between Internet Capital Group, Inc. and Chase Manhattan
            Trust Company, National Association, as Trustee, for the 5 1/2%
            Convertible Subordinated Notes due 2004 (incorporated by reference
            to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on
            March 16, 2000 (File No. 000-26929) (the "10-K Annual Report"))

4.3         Form of 5 1/2% Convertible Subordinated Notes due 2004 of Internet
            Capital Group (incorporated by reference to Exhibit 4.2 to the 10-K
            Annual Report)

10.1        Internet Capital Group, L.L.C. 1998 Equity Compensation Plan
            (incorporated by reference to Exhibit 10.1 to the IPO Registration
            Statement)

10.1.1      Internet Capital Group, Inc. 1999 Equity Compensation Plan
            (incorporated by reference to Exhibit 10.1.1 to the IPO Registration
            Statement)

10.1.2      Internet Capital Group, Inc. 1999 Equity Compensation Plan as
            Amended and Restated May 1, 1999 (incorporated by reference to
            Exhibit 10.1.2 to the IPO Registration Statement)

10.1.3      Amendment No. 1 to the Internet Capital Group, Inc. 1999 Equity
            Compensation Plan as Amended and Restated May 1, 1999 (incorporated
            by reference to Exhibit 10.1.3 to Amendment No. 2 to the IPO
            Registration Statement filed by the Company on July 16, 1999
            (Registration No. 333-79193) (the "IPO Amendment No. 2"))
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
10.1.4      Internet Capital Group, Inc. 1999 Equity Compensation Plan as
            Amended and Restated July 25, 2001 *

10.2        Internet Capital Group, L.L.C. Option Plan for Non-Employee Managers
            (incorporated by reference to Exhibit 10.2 to the IPO Registration
            Statement)

10.2.1      Internet Capital Group, Inc. Directors' Option Plan (incorporated by
            reference to Exhibit 10.2.1 to the IPO Registration Statement)

10.3        Internet Capital Group, L.L.C. Membership Profit Interest Plan
            (incorporated by reference to Exhibit 10.3 to the IPO Registration
            Statement)

10.4        Form of Internet Capital Group, Inc. Long-Term Incentive Plan
            (incorporated by reference to Exhibit 10.4 to the 10-K Annual
            Report)

10.5.1      Amended and Restated Limited Liability Company Agreement of Internet
            Capital Group, L.L.C., dated January 4, 1999 (incorporated by
            reference to Exhibit 10.5.1 to the IPO Registration Statement)

10.6        Securities Holders Agreement dated February 2, 1999 among Internet
            Capital Group, Inc. and certain holders named therein (incorporated
            by reference to Exhibit 10.6 to the IPO Registration Statement)

10.7        Securities Purchase Agreement dated as of December 28, 1999 between
            Weirton Steel Corporation and Internet Capital Group, Inc. This
            exhibit contains a list of schedules to the exhibit, all of which
            have been omitted. Upon request of the Securities and Exchange
            Commission, the Company will furnish a copy to it supplementally
            (incorporated by reference to the Company's Current Report on Form
            8-K filed January 11, 2000 (File No. 0-26929))

10.8        Stock Purchase Agreement dated as of March 7, 2000 between Rain
            Acquisition Corp. and RightWorks (incorporated by reference to the
            Company's Current Report on Form 8-K filed June 29, 2000 (File No.
            0-26929))

10.9        Stock Exchange Agreement dated as of March 7, 2000 between Rain
            Acquisition Corp. and Vani Kola (incorporated by reference to the
            Company's Current Report on Form 8-K filed June 29, 2000 (File No.
            0-26929))

10.10       Exchange Offer Agreement dated as of February 24, 2000 by and among
            eCredit.com, Inc., Internet Capital Group, Inc. and ICG Holdings,
            Inc. (incorporated by reference to Exhibit 2.2 of the Registrant's
            Registration Statement on Form S-4 filed April 13, 2000
            (Registration No. 333-34722) (the "S-4"))

10.11       Recapitalization and Exchange Offer Agreement and Plan of
            Reorganization by and among Internet Capital Group, Inc., Rain
            Acquisition Corp., RightWorks Corporation, Suhas Patal, as
            Shareholder Representative, and Chase Manhattan Trust Company,
            National Association, as Escrow Agent, dated as of March 7, 2000
            (incorporated by reference to Exhibit 2.3 of the S-4)

10.12       Rights Agreement, dated as of November 22, 2000, between Internet
            Capital Group, Inc. and ChaseMellon Shareholder Services, L.L.C., as
            Rights Agent, which includes as Exhibit B thereto the Form of Rights
            Certificate, incorporated by reference to Exhibit 1.1 to Internet
            Capital Group, Inc.'s Registration Statement on Form 8-A, dated
            December 1, 2000 (incorporated by reference to the Company's Current
            Report on Form 8-K filed December 1, 2000 (File No. 0-26929))

10.13       Form of Internet Capital Group, Inc. Common Stock Purchase Warrant
            dated May 10, 1999 issued in connection with the May 10, 1999
            Convertible Notes (incorporated by reference to Exhibit 10.21 to the
            IPO Registration Statement)

10.14       Form of Internet Capital Group, Inc. Convertible Note dated May 10,
            1999 (incorporated by reference to Exhibit 10.22 to the IPO
            Registration Statement)
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
10.15       Stock Purchase Agreement between Internet Capital Group, Inc. and
            Safeguard Scientifics, Inc. (incorporated by reference to Exhibit
            10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 1999)

10.16       Stock Purchase Agreement between Internet Capital Group, Inc. and
            International Business Machines Corporation (incorporated by
            reference to Exhibit 10.23.1 to the IPO Amendment No. 2)

10.17       Letter describing the oral lease between Internet Capital Group and
            Safeguard Scientifics, Inc. for premises located in Wayne,
            Pennsylvania (incorporated by reference to Exhibit 10.24 to
            Amendment No. 1 to the IPO Registration Statement filed by the
            Company on June 22, 1999 (Registration No. 333-78913) (the "IPO
            Amendment No. 1"))

10.18       Form of Office Lease between Friends' Provident Life Office and IBIS
            (505) Limited for premises located in London, England (incorporated
            by reference to Exhibit 10.11 to Amendment No. 3 to the Registration
            Statement filed by the Company on December 15, 1999 (Registration
            No. 333-91447) (the "Follow-on Amendment No. 3"))

10.19       Office Lease dated September, 1999 between Internet Capital Group
            Operations, Inc. and 45 Milk Street, L.P. for premises located in
            Boston, Massachusetts (incorporated by reference to Exhibit 10.12 to
            the Registration Statement filed by the Company on November 22, 1999
            (Registration No. 333-91447) (the "Follow-on Registration
            Statement"))

10.20       Office Lease dated February 25, 1999 between OTR and Internet
            Capital Group Operations, Inc. for premises located in San
            Francisco, California (incorporated by reference to Exhibit 10.28 to
            the IPO Amendment No. 1)

10.21       Lease dated March 24, 2000 between Friends' Provident Life Office
            and Internet Capital Group (Europe) Limited for first floor office
            and sixth floor apartment premises located in London, England
            (incorporated by reference to Exhibit 10.1 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

10.22       Lease dated March 29, 2000 between Friends' Provident Life Office
            and Internet Capital Group (Europe) Limited for ground floor office
            premises located in London, England (incorporated by reference to
            Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 2000)

10.23       Lease dated January 1, 2000 between Bebob Associates and Internet
            Capital Group, Inc. for premises located in Wayne, Pennsylvania
            (incorporated by reference to Exhibit 10.3 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

10.24       Amendment to Lease dated February 1, 2000 between Bebob Associates
            and Internet Capital Group, Inc. for additional space in Wayne,
            Pennsylvania (incorporated by reference to Exhibit 10.4 to the
            Company's Quarterly Report on Form 10-Q for the quarter ended June
            30, 2000)

10.25       Second Amendment to Lease dated May 9, 2000 between Bebob
            Associates, Inc. and Internet Capital Group, Inc. (incorporated by
            reference to Exhibit 10.5 to the Company's Quarterly Report on Form
            10-Q for the quarter ended June 30, 2000)

10.26       Third Amendment to Lease dated November 29, 2000 between Bebob
            Associates, Inc. and Internet Capital Group, Inc. (incorporated by
            reference to Exhibit 10.26 to the 10-K Annual Report for 2000)

10.27       Assignment and Assumption Agreement dated December 31, 2000 among
            Internet Capital Group, Inc., Internet Capital Group Operations,
            Inc. and Bebob Associates (incorporated by reference to Exhibit
            10.27 to the Annual Report for 2000)
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
10.28       Lease dated March 27, 2000 between the Equitable Life Assurance
            Society of the United States and Internet Capital Group, Inc. for
            premises located in Boston, Massachusetts (incorporated by reference
            to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for
            the quarter ended June 30, 2000)

10.29       Short Term Lease Agreement dated April 21, 2000 between EOP-One
            Market, LLC and Internet Capital Group, Inc. for premises in San
            Francisco, California (incorporated by reference to Exhibit 10.7 to
            the Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2000)

10.30       Benchmarking Partners, Inc. Option Agreement dated January 1, 1997
            by and between Christopher H. Greendale and Internet Capital Group,
            L.L.C. (incorporated by reference to Exhibit 10.28 to the IPO
            Registration Statement)

10.30.1     Amendment to Benchmarking Partners, Inc. Option Agreement dated July
            19, 1999 by and between Christopher H. Greendale and Internet
            Capital Group, Inc. (incorporated by reference to Exhibit 10.29.1 to
            the IPO Amendment No. 3)

10.31       Syncra Software, Inc. Option Agreement dated August 1, 1998 by and
            between Michael H. Forester and Internet Capital Group, L.L.C.
            (incorporated by reference to Exhibit 10.29 to the IPO Registration
            Statement)

10.32       Letter Agreement between Internet Capital Group, L.L.C. and Douglas
            Alexander dated July 18, 1997 (incorporated by reference to Exhibit
            10.31 to the IPO Amendment No. 1)

10.33       Letter Agreement between Internet Capital Group, L.L.C. and Robert
            Pollan dated April 27, 1998 (incorporated by reference to Exhibit
            10.32 to the IPO Amendment No. 1)

10.34       Form of Promissory Note issued in connection with the exercise of
            Internet Capital Group's stock options in May, June and July of 1999
            (incorporated by reference to Exhibit 10.33 to the IPO Amendment No.
            1)

10.35       Form of Restrictive Covenant Agreement issued in connection with the
            exercise of Internet Capital Group's stock options in May, June and
            July of 1999 (incorporated by reference to Exhibit 10.34 to the IPO
            Amendment No. 1)

10.36       Securities Purchase Agreement dated October 27, 1999 by and among
            eMerge Interactive, Inc., J. Technologies, LLC and Internet Capital
            Group, Inc. (incorporated by reference to the Company's Current
            Report on Form 8-K filed November 22, 1999 (File No. 0-26929))

10.37       Joint Venture Agreement dated October 26, 1999 by and between
            Internet Capital Group, Inc. and Safeguard Scientifics, Inc.
            (incorporated by reference to Exhibit 10.23 to the Follow-on
            Registration Statement)

10.38       Purchase Agreement dated November 5, 1999 between JusticeLink, Inc.
            and Internet Capital Group, Inc. (incorporated by reference to
            Exhibit 10.24 to the Registration Statement filed by the Company on
            December 6, 1999 (Registration No. 333-91447) (the "Follow-on
            Amendment No. 1"))

10.39       Purchase Agreement dated December 6, 1999 between Internet Capital
            Group, Inc. and AT&T Corp. (incorporated by reference to Exhibit
            10.25 to the Follow-on Amendment No. 1)

10.40       Purchase Agreement dated December 6, 1999 between Internet Capital
            Group, Inc. and Internet Assets, Inc. (incorporated by reference to
            Exhibit 10.26 to the Follow-on Amendment No. 1)

10.41       Purchase Agreement dated December 6, 1999 between Internet Capital
            Group, Inc. and Ford Motor Company (incorporated by reference to
            Exhibit 10.27 to the Follow-on Amendment No. 3)

10.42       Securities Purchase Agreement dated December 28, 1999 between
            Internet Capital Group, Inc. and Weirton Steel Corporation
            (incorporated by reference to the Company's Current Report on Form
            8-K filed January 11, 2000 (File No. 0-26929))
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
10.43       Severance and Change in Control Agreement dated as of January 1,
            2001 by and between Internet Capital Group, Inc. and Edward H. West

10.44       Form of Letter Agreement dated September 20, 2001 between Internet
            Capital Group, Inc. and certain of its officers

10.45       Separation of Employment Agreement and General Release between Nigel
            Andrews and Internet Capital Group, Inc. dated March 2, 2001
            (incorporated by reference to Exhibit 10.1 to the Company's
            Quarterly Report of Form 10-Q for the quarter ending March 31, 2001)

10.46       Warrant to Purchase Shares of Common Stock of Internet Capital
            Group, Inc. issued to AT&T Corp., dated January 29, 2001
            (incorporated by reference to Exhibit 10.2 to the Company's
            Quarterly Report of Form 10-Q for the quarter ending March 31, 2001)

10.47       Sublease Agreement between Internet Capital Group Operations, Inc.
            and RightWorks Corporation, dated January 16, 2001 (incorporated by
            reference to Exhibit 10.3 to the Company's Quarterly Report of Form
            10-Q for the quarter ending March 31, 2001)

10.48       Tender Agreement among Fir Tree Value Fund, L.P., Fir Tree
            Institutional Value Fund, L.P., Fir Tree Value Partners, LDC, Fir
            Tree Recovery Master Fund, L.P. and Internet Capital Group, Inc.
            dated October 29, 2001 (incorporated by reference to the Company's
            filing on Form SC TO-I/A filed on November 1, 2001 (File No.
            005-578-57841))

10.49       First Amendment to Tender Agreement among Fir Tree Value Fund, L.P.,
            Fir Tree Institutional Value Fund, L.P., Fir Tree Value Partners,
            LDC, Fir Tree Recovery Master Fund, L.P. and Internet Capital Group,
            Inc. dated October 31, 2001 (incorporated by reference to the
            Company's filing on Form SC TO-I/A filed on November 1, 2001 (File
            No. 005-578-57841))

11.1        Statement Regarding Computation of Per Share Earnings (included
            herein at Note 1-"Significant Accounting Policies" in the subsection
            "Net Income (Loss) Per Share" to the Consolidated Financial
            Statements and Note 18-"Net Income (Loss) Per Share" to the
            Consolidated Financial Statements)

13.1        Sections entitled "Election of Directors (Item 1 on Proxy Card),"
            "Section 16(a) Beneficial Ownership Reporting Compliance,"
            "Executive Compensation," "Other Forms of Compensation," "Security
            Ownership of Certain Beneficial Owners and Directors and Officers"
            and "Certain Relationships and Related Transactions" in the
            Company's Definitive Proxy Statement relative to its annual meeting
            of shareholders, to be filed within 120 days after the end of the
            year covered by this Form 10-K Report pursuant to Regulation 14A
            under the Securities Exchange Act of 1934, as amended

21.1        Subsidiaries of Internet Capital Group

23.1        Consent of KPMG LLP regarding Internet Capital Group, Inc.

23.2        Consent of Deloitte & Touche LLP regarding Onvia.com, Inc.

23.3        Consent of KPMG LLP regarding Verticalnet, Inc.

99.1        Consolidated Financial Statements of Verticalnet, Inc. (incorporated
            by reference to Verticalnet, Inc.'s financial statements included in
            its Report on Form 10-K, filed on April 1, 2002)
</TABLE>

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* filed herewith
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

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<S>                                  <C>
Date: August 5, 2003

                                     INTERNET CAPITAL GROUP, INC.


                                     By:     /s/ Anthony P. Dolanski
                                             -----------------------------------
                                     Name:   Anthony P. Dolanski
                                     Title:  Chief Financial Officer (Principal
                                             Financial and Accounting Officer)
</TABLE>
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number      Document
------      --------
<S>         <C>
2.1         Agreement of Merger, dated February 2, 1999, between Internet
            Capital Group, L.L.C. and Internet Capital Group, Inc. (incorporated
            by reference to Exhibit 2.1 to the Registration Statement on Form
            S-1 filed by the Company on May 11, 1999 (Registration No.
            333-78193) (the "IPO Registration Statement"))

3.1         Restated Certificate of Incorporation (incorporated by reference to
            Exhibit 2.1 to the Registration Statement on Form 8-A filed by the
            Company on August 4, 1999 (Registration No. 000-26989) (the "8-A
            Registration Statement"))

3.2         Amended and Restated Bylaws (incorporated by reference to Exhibit
            2.2 to the 8-A Registration Statement)

4.1         Specimen Certificate for Internet Capital Group's Common Stock
            (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
            IPO Registration Statement filed by the Company on August 2, 1999
            (Registration No. 333-78193) (the "IPO Amendment No. 3"))

4.2         Indenture between Internet Capital Group, Inc. and Chase Manhattan
            Trust Company, National Association, as Trustee, for the 5 1/2%
            Convertible Subordinated Notes due 2004 (incorporated by reference
            to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on
            March 16, 2000 (File No. 000-26929) (the "10-K Annual Report"))

4.3         Form of 5 1/2% Convertible Subordinated Notes due 2004 of Internet
            Capital Group (incorporated by reference to Exhibit 4.2 to the 10-K
            Annual Report)

10.1        Internet Capital Group, L.L.C. 1998 Equity Compensation Plan
            (incorporated by reference to Exhibit 10.1 to the IPO Registration
            Statement)

10.1.1      Internet Capital Group, Inc. 1999 Equity Compensation Plan
            (incorporated by reference to Exhibit 10.1.1 to the IPO Registration
            Statement)

10.1.2      Internet Capital Group, Inc. 1999 Equity Compensation Plan as
            Amended and Restated May 1, 1999 (incorporated by reference to
            Exhibit 10.1.2 to the IPO Registration Statement)

10.1.3      Amendment No. 1 to the Internet Capital Group, Inc. 1999 Equity
            Compensation Plan as Amended and Restated May 1, 1999 (incorporated
            by reference to Exhibit 10.1.3 to Amendment No. 2 to the IPO
            Registration Statement filed by the Company on July 16, 1999
            (Registration No. 333-79193) (the "IPO Amendment No. 2"))

10.1.4      Internet Capital Group, Inc. 1999 Equity Compensation Plan as
            Amended and Restated July 25, 2001 *

10.2        Internet Capital Group, L.L.C. Option Plan for Non-Employee Managers
            (incorporated by reference to Exhibit 10.2 to the IPO Registration
            Statement)

10.2.1      Internet Capital Group, Inc. Directors' Option Plan (incorporated by
            reference to Exhibit 10.2.1 to the IPO Registration Statement)

10.3        Internet Capital Group, L.L.C. Membership Profit Interest Plan
            (incorporated by reference to Exhibit 10.3 to the IPO Registration
            Statement)

10.4        Form of Internet Capital Group, Inc. Long-Term Incentive Plan
            (incorporated by reference to Exhibit 10.4 to the 10-K Annual
            Report)
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
10.5.1      Amended and Restated Limited Liability Company Agreement of Internet
            Capital Group, L.L.C., dated January 4, 1999 (incorporated by
            reference to Exhibit 10.5.1 to the IPO Registration Statement)

10.6        Securities Holders Agreement dated February 2, 1999 among Internet
            Capital Group, Inc. and certain holders named therein (incorporated
            by reference to Exhibit 10.6 to the IPO Registration Statement)

10.7        Securities Purchase Agreement dated as of December 28, 1999 between
            Weirton Steel Corporation and Internet Capital Group, Inc. This
            exhibit contains a list of schedules to the exhibit, all of which
            have been omitted. Upon request of the Securities and Exchange
            Commission, the Company will furnish a copy to it supplementally
            (incorporated by reference to the Company's Current Report on Form
            8-K filed January 11, 2000 (File No. 0-26929))

10.8        Stock Purchase Agreement dated as of March 7, 2000 between Rain
            Acquisition Corp. and RightWorks (incorporated by reference to the
            Company's Current Report on Form 8-K filed June 29, 2000 (File No.
            0-26929))

10.9        Stock Exchange Agreement dated as of March 7, 2000 between Rain
            Acquisition Corp. and Vani Kola (incorporated by reference to the
            Company's Current Report on Form 8-K filed June 29, 2000 (File No.
            0-26929))

10.10       Exchange Offer Agreement dated as of February 24, 2000 by and among
            eCredit.com, Inc., Internet Capital Group, Inc. and ICG Holdings,
            Inc. (incorporated by reference to Exhibit 2.2 of the Registrant's
            Registration Statement on Form S-4 filed April 13, 2000
            (Registration No. 333-34722) (the "S-4"))

10.11       Recapitalization and Exchange Offer Agreement and Plan of
            Reorganization by and among Internet Capital Group, Inc., Rain
            Acquisition Corp., RightWorks Corporation, Suhas Patal, as
            Shareholder Representative, and Chase Manhattan Trust Company,
            National Association, as Escrow Agent, dated as of March 7, 2000
            (incorporated by reference to Exhibit 2.3 of the S-4)

10.12       Rights Agreement, dated as of November 22, 2000, between Internet
            Capital Group, Inc. and ChaseMellon Shareholder Services, L.L.C., as
            Rights Agent, which includes as Exhibit B thereto the Form of Rights
            Certificate, incorporated by reference to Exhibit 1.1 to Internet
            Capital Group, Inc.'s Registration Statement on Form 8-A, dated
            December 1, 2000 (incorporated by reference to the Company's Current
            Report on Form 8-K filed December 1, 2000 (File No. 0-26929))

10.13       Form of Internet Capital Group, Inc. Common Stock Purchase Warrant
            dated May 10, 1999 issued in connection with the May 10, 1999
            Convertible Notes (incorporated by reference to Exhibit 10.21 to the
            IPO Registration Statement)

10.14       Form of Internet Capital Group, Inc. Convertible Note dated May 10,
            1999 (incorporated by reference to Exhibit 10.22 to the IPO
            Registration Statement)

10.15       Stock Purchase Agreement between Internet Capital Group, Inc. and
            Safeguard Scientifics, Inc. (incorporated by reference to Exhibit
            10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 1999)

10.16       Stock Purchase Agreement between Internet Capital Group, Inc. and
            International Business Machines Corporation (incorporated by
            reference to Exhibit 10.23.1 to the IPO Amendment No. 2)

10.17       Letter describing the oral lease between Internet Capital Group and
            Safeguard Scientifics, Inc. for premises located in Wayne,
            Pennsylvania (incorporated by reference to Exhibit 10.24 to
            Amendment No. 1 to the IPO Registration Statement filed by the
            Company on June 22, 1999 (Registration No. 333-78913) (the "IPO
            Amendment No. 1"))
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
10.18       Form of Office Lease between Friends' Provident Life Office and IBIS
            (505) Limited for premises located in London, England (incorporated
            by reference to Exhibit 10.11 to Amendment No. 3 to the Registration
            Statement filed by the Company on December 15, 1999 (Registration
            No. 333-91447) (the "Follow-on Amendment No. 3"))

10.19       Office Lease dated September, 1999 between Internet Capital Group
            Operations, Inc. and 45 Milk Street, L.P. for premises located in
            Boston, Massachusetts (incorporated by reference to Exhibit 10.12 to
            the Registration Statement filed by the Company on November 22, 1999
            (Registration No. 333-91447) (the "Follow-on Registration
            Statement"))

10.20       Office Lease dated February 25, 1999 between OTR and Internet
            Capital Group Operations, Inc. for premises located in San
            Francisco, California (incorporated by reference to Exhibit 10.28 to
            the IPO Amendment No. 1)

10.21       Lease dated March 24, 2000 between Friends' Provident Life Office
            and Internet Capital Group (Europe) Limited for first floor office
            and sixth floor apartment premises located in London, England
            (incorporated by reference to Exhibit 10.1 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

10.22       Lease dated March 29, 2000 between Friends' Provident Life Office
            and Internet Capital Group (Europe) Limited for ground floor office
            premises located in London, England (incorporated by reference to
            Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 2000)

10.23       Lease dated January 1, 2000 between Bebob Associates and Internet
            Capital Group, Inc. for premises located in Wayne, Pennsylvania
            (incorporated by reference to Exhibit 10.3 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

10.24       Amendment to Lease dated February 1, 2000 between Bebob Associates
            and Internet Capital Group, Inc. for additional space in Wayne,
            Pennsylvania (incorporated by reference to Exhibit 10.4 to the
            Company's Quarterly Report on Form 10-Q for the quarter ended June
            30, 2000)

10.25       Second Amendment to Lease dated May 9, 2000 between Bebob
            Associates, Inc. and Internet Capital Group, Inc. (incorporated by
            reference to Exhibit 10.5 to the Company's Quarterly Report on Form
            10-Q for the quarter ended June 30, 2000)

10.26       Third Amendment to Lease dated November 29, 2000 between Bebob
            Associates, Inc. and Internet Capital Group, Inc. (incorporated by
            reference to Exhibit 10.26 to the 10-K Annual Report for 2000)

10.27       Assignment and Assumption Agreement dated December 31, 2000 among
            Internet Capital Group, Inc., Internet Capital Group Operations,
            Inc. and Bebob Associates (incorporated by reference to Exhibit
            10.27 to the Annual Report for 2000)

10.28       Lease dated March 27, 2000 between the Equitable Life Assurance
            Society of the United States and Internet Capital Group, Inc. for
            premises located in Boston, Massachusetts (incorporated by reference
            to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for
            the quarter ended June 30, 2000)

10.29       Short Term Lease Agreement dated April 21, 2000 between EOP-One
            Market, LLC and Internet Capital Group, Inc. for premises in San
            Francisco, California (incorporated by reference to Exhibit 10.7 to
            the Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2000)

10.30       Benchmarking Partners, Inc. Option Agreement dated January 1, 1997
            by and between Christopher H. Greendale and Internet Capital Group,
            L.L.C. (incorporated by reference to Exhibit 10.28 to the IPO
            Registration Statement)
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10.30.1     Amendment to Benchmarking Partners, Inc. Option Agreement dated July
            19, 1999 by and between Christopher H. Greendale and Internet
            Capital Group, Inc. (incorporated by reference to Exhibit 10.29.1 to
            the IPO Amendment No. 3)

10.31       Syncra Software, Inc. Option Agreement dated August 1, 1998 by and
            between Michael H. Forester and Internet Capital Group, L.L.C.
            (incorporated by reference to Exhibit 10.29 to the IPO Registration
            Statement)

10.32       Letter Agreement between Internet Capital Group, L.L.C. and Douglas
            Alexander dated July 18, 1997 (incorporated by reference to Exhibit
            10.31 to the IPO Amendment No. 1)

10.33       Letter Agreement between Internet Capital Group, L.L.C. and Robert
            Pollan dated April 27, 1998 (incorporated by reference to Exhibit
            10.32 to the IPO Amendment No. 1)

10.34       Form of Promissory Note issued in connection with the exercise of
            Internet Capital Group's stock options in May, June and July of 1999
            (incorporated by reference to Exhibit 10.33 to the IPO Amendment No.
            1)

10.35       Form of Restrictive Covenant Agreement issued in connection with the
            exercise of Internet Capital Group's stock options in May, June and
            July of 1999 (incorporated by reference to Exhibit 10.34 to the IPO
            Amendment No. 1)

10.36       Securities Purchase Agreement dated October 27, 1999 by and among
            eMerge Interactive, Inc., J. Technologies, LLC and Internet Capital
            Group, Inc. (incorporated by reference to the Company's Current
            Report on Form 8-K filed November 22, 1999 (File No. 0-26929))

10.37       Joint Venture Agreement dated October 26, 1999 by and between
            Internet Capital Group, Inc. and Safeguard Scientifics, Inc.
            (incorporated by reference to Exhibit 10.23 to the Follow-on
            Registration Statement)

10.38       Purchase Agreement dated November 5, 1999 between JusticeLink, Inc.
            and Internet Capital Group, Inc. (incorporated by reference to
            Exhibit 10.24 to the Registration Statement filed by the Company on
            December 6, 1999 (Registration No. 333-91447) (the "Follow-on
            Amendment No. 1"))

10.39       Purchase Agreement dated December 6, 1999 between Internet Capital
            Group, Inc. and AT&T Corp. (incorporated by reference to Exhibit
            10.25 to the Follow-on Amendment No. 1)

10.40       Purchase Agreement dated December 6, 1999 between Internet Capital
            Group, Inc. and Internet Assets, Inc. (incorporated by reference to
            Exhibit 10.26 to the Follow-on Amendment No. 1)

10.41       Purchase Agreement dated December 6, 1999 between Internet Capital
            Group, Inc. and Ford Motor Company (incorporated by reference to
            Exhibit 10.27 to the Follow-on Amendment No. 3)

10.42       Securities Purchase Agreement dated December 28, 1999 between
            Internet Capital Group, Inc. and Weirton Steel Corporation
            (incorporated by reference to the Company's Current Report on Form
            8-K filed January 11, 2000 (File No. 0-26929))

10.43       Severance and Change in Control Agreement dated as of January 1,
            2001 by and between Internet Capital Group, Inc. and Edward H. West

10.44       Form of Letter Agreement dated September 20, 2001 between Internet
            Capital Group, Inc. and certain of its officers

10.45       Separation of Employment Agreement and General Release between Nigel
            Andrews and Internet Capital Group, Inc. dated March 2, 2001
            (incorporated by reference to Exhibit 10.1 to the Company's
            Quarterly Report of Form 10-Q for the quarter ending March 31, 2001)
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10.46       Warrant to Purchase Shares of Common Stock of Internet Capital
            Group, Inc. issued to AT&T Corp., dated January 29, 2001
            (incorporated by reference to Exhibit 10.2 to the Company's
            Quarterly Report of Form 10-Q for the quarter ending March 31, 2001)

10.47       Sublease Agreement between Internet Capital Group Operations, Inc.
            and RightWorks Corporation, dated January 16, 2001 (incorporated by
            reference to Exhibit 10.3 to the Company's Quarterly Report of Form
            10-Q for the quarter ending March 31, 2001)

10.48       Tender Agreement among Fir Tree Value Fund, L.P., Fir Tree
            Institutional Value Fund, L.P., Fir Tree Value Partners, LDC, Fir
            Tree Recovery Master Fund, L.P. and Internet Capital Group, Inc.
            dated October 29, 2001 (incorporated by reference to the Company's
            filing on Form SC TO-I/A filed on November 1, 2001 (File No.
            005-578-57841))

10.49       First Amendment to Tender Agreement among Fir Tree Value Fund, L.P.,
            Fir Tree Institutional Value Fund, L.P., Fir Tree Value Partners,
            LDC, Fir Tree Recovery Master Fund, L.P. and Internet Capital Group,
            Inc. dated October 31, 2001 (incorporated by reference to the
            Company's filing on Form SC TO-I/A filed on November 1, 2001 (File
            No. 005-578-57841))

11.1        Statement Regarding Computation of Per Share Earnings (included
            herein at Note 1-"Significant Accounting Policies" in the subsection
            "Net Income (Loss) Per Share" to the Consolidated Financial
            Statements and Note 18-"Net Income (Loss) Per Share" to the
            Consolidated Financial Statements)

13.1        Sections entitled "Election of Directors (Item 1 on Proxy Card),"
            "Section 16(a) Beneficial Ownership Reporting Compliance,"
            "Executive Compensation," "Other Forms of Compensation," "Security
            Ownership of Certain Beneficial Owners and Directors and Officers"
            and "Certain Relationships and Related Transactions" in the
            Company's Definitive Proxy Statement relative to its annual meeting
            of shareholders, to be filed within 120 days after the end of the
            year covered by this Form 10-K Report pursuant to Regulation 14A
            under the Securities Exchange Act of 1934, as amended

21.1        Subsidiaries of Internet Capital Group

23.1        Consent of KPMG LLP regarding Internet Capital Group, Inc.

23.2        Consent of Deloitte & Touche LLP regarding Onvia.com, Inc.

23.3        Consent of KPMG LLP regarding Verticalnet, Inc.

99.1        Consolidated Financial Statements of Verticalnet, Inc. (incorporated
            by reference to Verticalnet, Inc.'s financial statements included in
            its Report on Form 10-K, filed on April 1, 2002)
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* filed herewith