INTERNET CAPITAL GROUP INC
AMEND. NO.1 TO LOGISTICS.COM, INC.EQUITY COMP.PLAN
<DOCUMENT>
<TYPE>EX-10.3.1
<SEQUENCE>8
<FILENAME>w84905exv10w3w1.txt
<DESCRIPTION>AMEND. NO.1 TO LOGISTICS.COM, INC.EQUITY COMP.PLAN
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.3.1

                             AMENDMENT NO. 1 TO THE
                               LOGISTICS.COM, INC.
                          2001 EQUITY COMPENSATION PLAN

         WHEREAS, on January 2, 2003, Logistics.com, Inc. changed its name to
LGO Corporation;

         WHEREAS, LGO Corporation (the "Company") maintains the Logistics.com,
Inc. 2001 Equity Compensation Plan (the "Plan") for the benefit of its and its
parents and subsidiaries eligible employees, certain advisors and consultants
who perform services for the Company and its parents and subsidiaries, and
non-employee members of the Company's Board of Directors;

         WHEREAS, the Company's Board of Directors (the "Board") desires to
change the name of the Plan, and all references in the Plan, to reflect the
change in the name of the Company;

         WHEREAS, the Board also desires to amend the Plan to provide that the
Internet Capital Group, Inc. Board of Directors will have authority to take all
actions that the Board has under the Plan; and

         WHEREAS, Section 17(a) of the Plan provides that the Board may amend
the Plan at any time.

         NOW, THEREFORE, in accordance with the foregoing, effective January 23,
2003, the Plan shall be amended as follows:

         1.       The Plan shall be renamed as the LGO Corporation 2001 Equity
Compensation Plan.

         2.       Except as provided in item 3 below, all references in the Plan
to "Logistics.com, Inc." shall be changed to "LGO Corporation".

         3.       All references in the Plan to the "Logistics.com, Inc. Board
of Directors" shall be changed to the "Internet Capital Group, Inc. Board of
Directors".

         IN WITNESS WHEREOF, and as evidence of the adoption of Amendment No. 1
set forth herein, the Board has caused this Amendment to be executed this 23rd
day of January, 2003.

                                             LGO CORPORATION

                                             BY: /s/ R. Kirk Morgan
                                                 ------------------
                                             NAME:  R. Kirk Morgan
                                             TITLE: Vice President


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</DOCUMENT>
