ICON HOLDINGS CORP S-1/A

AMENDMENT #1 TO FORM S-1

DRAFT FORM OF UNDERWRITING AGREEMENT

CERTIFICATE OF INCORPORATION

1ST AMENDED & RESTATED CERT. OF INCORPORATION

AMENDED & RESTATED BY-LAWS

$1,133,000 PROMISSORY NOTE

$1,200,000 PROMISSORY NOTE

$233,000 PROMISSORY NOTE

EMPLOYMENT AGREEMENT, BEAUFORT J.B. CLARKE

EMPLOYMENT AGREEMENT, PAUL B. WEISS

EMPLOYMENT AGREEMENT, THOMAS W. MARTIN

EMPLOYMENT AGREEMENT, GARY N. SILVERHARDT

LETTER AGREEMENT DATED AUGUST 21, 1997

3RD AMENDED & RESTATED AGREEMENT

LOAN & SECURITY AGREEMENT DATED JUNE 20, 1997

$3,000,000 TERM PROMISSORY NOTE, TKO FINANCE CORP.

PUT & CALL AGREEMENT, TKO FINANCE CORPORATION

RELEASE & PAYOFF AGREEMENT, TKO FINANCE CORPORATION

LEASE AGREEMENT, HARRISON, NEW YORK

1997 NON-EMPLOYEE DIRECTORS PLAN

1997 STOCK OPTION PLAN

DRAFT OF WARRANT AGREEMENT

STOCK REDEMPTION AGREEMENT

FORM OF INDEMNIFICATION AGREEMENTS

EMPLOYMENT AGREEMENT, JOHN L. LEE

EMPLOYMENT AGREEMENT, ALAN V. HIRSCH

COMPUTATION OF EARNINGS PER SHARE

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF KPMG PEAT MARWICK LLP

CONSENT OF ADOLFO R. GARCIA