Fee Agreement [Directed Share Subscription Program] - Internet Capital Group Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc.
[MERRILL LYNCH LETTERHEAD]
Mr. Walter W. Buckley
Internet Capital Group, Inc.
435 Devon Park Drive, Building 800
Wayne, Pennsylvania 19087
Re: Internet Capital Group, Inc. Directed Share Subscription Program
Dear Mr. Buckley:
In connection with the advisory services provided by Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") relating to the
directed share subscription program administered as part of the proposed initial
public offering by Internet Capital Group, Inc. (the "Company"), you hereby
agree (i) to pay an advisory fee of 5% of the aggregate initial offering price
of all of the shares sold as part of the directed share subscription program (up
to 3.5 million shares), payable at the closing of the initial public offering by
wire transfer in immediately available funds, (ii) to pay all costs and expenses
of the underwriters, including the fees and expenses of Merrill Lynch's counsel,
in connection with matters related to the directed share subscription program
and (iii) that any shares sold in the directed share subscription program will
be separate from and in addition to the shares of common stock of the company
being underwritten by Merrill Lynch.
You understand that this is not a commitment by Merrill Lynch
to underwrite shares in the public offering, which commitment would be evidenced
by an executed underwriting agreement.
If the foregoing reflects your understanding, kindly so
indicate by signing below and returning this letter to me at your earliest
convenience.
Thank you.
Very truly yours,
--------------------------
The above accurately describes the
understanding between the Company and
Merrill Lynch regarding the directed
share subscription program relating to
the proposed public offering by the Company.
By:
-------------------------------------