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One Boston Place

Boston, Massachusetts 02108

(the “Building”)




TERMINATION AGREEMENT

Date: April 14, 2004




	 	 	 
	LANDLORD:

	 	One Boston Place LLC, a
Delaware limited liability
company, successor in interest
to The Equitable Life
Assurance Society of the
United States
	TENANT:

	 	Internet Capital Group
Operations, Inc., a Delaware
corporation, successor in
interest to Internet Capital
Group, Inc.
	PREMISES:

	 	Approximately 19,596 square
feet located on the Floor 23
of the Building, as shown on
Exhibit C to the Lease







     ORIGINAL
LEASE
DATA



	 	 	 
	LEASE

EXECUTION

DATE:

	 	March 27, 2000
	TERMINATION

DATE:

	 	April 30, 2005
	PREVIOUS

LEASE

AMENDMENTS:

	 	Assignment and Assumption
Agreement by and between
Internet Capital Group, Inc.,
as assignor, and Internet
Capital Group Operations,
Inc., as assignee, dated as of
June 1, 2001







     WHEREAS, Tenant desires to terminate the term of the lease prior to April
30, 2005;



     WHEREAS, Landlord is willing to agree to an early termination of the term
of the lease on the terms and conditions hereinafter set forth;



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     NOW THEREFORE, the parties hereby agree that the above-referenced lease
(the “Lease”), is hereby amended as follows:



     1. TERMINATION OF TERM OF LEASE



     The term of the Lease is hereby terminated effective as of April 15, 2004
(“Effective Termination Date”). Tenant shall, on or before the Effective
Termination Date, vacate the Premises and deliver the Premises to Landlord in
the condition in which Tenant is required pursuant to the Lease (including,
without limitation, Section 5.2 of the Lease) to deliver the Premises at the
expiration or prior termination of the term of the Lease. Notwithstanding the
foregoing, Landlord agrees that Tenant shall leave all existing furniture in
the Premises and Tenant agrees that the same shall become the property of the
Landlord, at no cost or expense to Landlord. Base Rent and other charges due
under the Lease shall be apportioned as of said Effective Termination Date.



     2. SECURITY DEPOSIT



     The parties hereby acknowledge that Landlord is currently holding a
security deposit in the amount of Two Hundred Sixty Thousand and 00/100
($260,000.00) Dollars, pursuant to Section 9.5 of the Lease. Landlord shall
retain One Hundred Thirty Thousand and 00/100 ($130,000.00) of said security
deposit (the “Retained Deposit Amount”), which amount shall be applied toward
the Termination Fee (as hereinafter defined). Notwithstanding anything to the
contrary contained in the Lease, the balance of the security deposit (i.e.,
$130,000.00) shall be returned to Tenant upon Tenant’s timely payment in full
of all of the installments of the Termination Fee (as hereinafter defined), in
accordance with the terms of this Agreement.



     3. TERMINATION FEE



     In consideration of Landlord’s agreeing to an early termination of the
term of the Lease, Tenant shall pay to Landlord, in accordance with the terms
hereof, a termination fee (“Termination Fee”) of Eight Hundred Sixty-Three
Thousand Three Hundred Twenty-Four and 00/100 Dollars ($863,324.00). After the
application of the Retained Deposit Amount, the balance of the Termination Fee
(i.e., Seven Hundred Thirty-Three Thousand Three Hundred Twenty-Four and 00/100
Dollars ($733,324.00)) shall be paid by Tenant to Landlord in equal monthly
installments of Sixty-One Thousand One Hundred Ten and 00/100 Dollars
($61,110.00), commencing on May 1, 2004. Interest on any payment not timely
made under this Agreement shall bear interest at a rate of four percent (4%)
per annum over the prime rate from time to time (as set forth in the Wall
Street Journal or, if unavailable, such other index thereof reasonably chosen
by Landlord), or the highest rate permitted by applicable law, whichever shall
be less, from date when due to the date when such overdue amounts are paid.



     4. GENERAL RELEASE



     In consideration of the agreements contained herein, each party
(“Releasor”) hereto hereby releases the other party, and their respective
agents, employees, officers, directors, partners, heirs, successors and assigns
(collectively “Releasees”) of and from any and all



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claims, damages, losses, actions, and causes of action (collectively “Claims”)
which the Releasor may have against the Releasees from the beginning of the
world to the Effective Termination Date arising from the obligations of a
Releasee to a Releasor under the Lease, except for the obligations of Releasees
set forth in this Termination Agreement and except for any Claims by a Releasor
against the Releasee arising from the claims of an unrelated party against the
Releasor by reason of the acts or omissions of the Releasee except as to such
third party claims of which the Releasor had actual notice.



     5. AUTHORITY



     Each signatory of this Agreement represents hereby that he or she has the
authority to execute and deliver the same on behalf of the party hereto for
which such signatory is acting.



[Signatures on next page.]




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     EXECUTED under seal as of the date first above written.



	 	 	 	 	 	 	 
	 	 	LANDLORD:

ONE BOSTON PLACE LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	One Boston Place Real Estate Investment

Trust, Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Teachers Insurance and Annuity Association
of America, Managing Investor
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Steven Bither
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Steven Bither, Director
	 	 	TENANT:

INTERNET CAPITAL GROUP OPERATIONS, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ R. Kirk Morgan
	 	 	 	 	
 
	 	 	Name:	 	R. Kirk Morgan
	 	 	Title:	 	Vice President, Finance








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