ICON HOLDINGS CORP, S-1/A, 1998-01-13

ICON HOLDINGS CORP
S-1/A, 1998-01-13
EQUIPMENT RENTAL & LEASING, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1998

REGISTRATION NO. 333-38717
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

ICON HOLDINGS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 7359 04-3314510
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

600 MAMARONECK AVENUE
HARRISON, NEW YORK 10528-1632
914/698-0600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

BEAUFORT J. B. CLARKE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ICON HOLDINGS CORP.
600 MAMARONECK AVENUE
HARRISON, NEW YORK 10528-1632
914/698-0600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:

ADOLFO R. GARCIA, ESQ. JOHN L. LEE, ESQ. MICHAEL T. EDSALL, ESQ.
DAVID A. CIFRINO, ESQ. SENIOR VICE PRESIDENT & LANCE C. BALK, ESQ.
MCDERMOTT, WILL & EMERY GENERAL COUNSEL KIRKLAND & ELLIS
75 STATE STREET ICON HOLDINGS CORP. 655 FIFTEENTH STREET,
BOSTON, MASSACHUSETTS 31 MILK STREET, SUITE N.W.
02109 1111 WASHINGTON, D.C. 20005
617/345-5000 BOSTON, MASSACHUSETTS 202/879-5000
02109
617/338-4292

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] .

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] .

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] .

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
check the following box. [X]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: (i) one to be
used in connection with an offering by the Company of newly issued shares of
its Common Stock (the "Company Prospectus") and (ii) one to be used in
connection with the secondary sale from time to time (commencing not earlier
than two years from the date of the Company Prospectus) of up to 547,368
shares of Common Stock by Friedman, Billings, Ramsey & Co., Inc., the
Representative of the Underwriters, which shares the Representative may
acquire upon exercise of warrants to be granted by the Company to the
Representative upon the consummation of the Offering (the "Selling Security
Holders' Prospectus"). The Company Prospectus and the Selling Security
Holders' Prospectus will be identical in all respects except for the alternate
pages for the Selling Security Holders' Prospectus which are included herein
after the final page of the Company Prospectus and are labelled "Alternate
Page for Selling Security Holders' Prospectus," and except as the Selling
Security Holders' Prospectus may be updated from time to time to reflect
current financial results and business developments. Final forms of each
Prospectus and any further amendments or supplements thereto will be filed
with the Securities and Exchange Commission under Rule 424(b).
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 13, 1998

PROSPECTUS

10,000,000 Shares

[LOGO OF ICON APPEARS HERE]

Common Stock

---------

All of the shares of common stock, $.01 par value per share (the "Common
Stock"), being offered hereby (the "Offering") are being sold by ICON Holdings
Corp. (the "Company" or "ICON Holdings"). Prior to the Offering, there has been
no public market for the Common Stock of the Company. It is currently estimated
that the initial public offering price per share will be between $7.00 and
$9.00. See "Underwriting" for a discussion of the factors considered in
determining the initial public offering price. Application has been made for
quotation of the Common Stock on The Nasdaq National Market under the symbol
"ICON."

---------

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

---------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share.................................. $ $ $
- --------------------------------------------------------------------------------
Total(3)................................... $ $ $
</TABLE>
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(1) Does not reflect additional compensation payable by the Company in the form
of warrants entitling Friedman, Billings, Ramsey & Co., Inc., the
representative of the Underwriters (the "Representative"), to purchase, for
periods commencing on or after the second anniversary of, and ending on the
fifth anniversary of, the completion of the Offering, up to 494,868 shares
of Common Stock (547,368 shares if the Underwriters' over-allotment option
is exercised in full) at an exercise price equal to the initial public
offering price. The Company has agreed to indemnify the Underwriters
against certain liabilities under the Securities Act of 1933, as amended.
See "Underwriting."
(2) Before deducting expenses payable by the Company estimated to be
$1,000,000. See "Underwriting."

(3) The Company has granted to the Underwriters an option, exercisable within
30 days of the date of this Prospectus, to purchase up to an aggregate of
1,500,000 additional shares of Common Stock at the price to public less
underwriting discounts and commissions for the purpose of covering over-
allotments, if any. If the Underwriters exercise such option in full, the
total Price to Public, Underwriting Discounts and Commissions and Proceeds
to Company will be $ , $ and $ , respectively. See
"Underwriting."

---------

The shares of Common Stock offered by this Prospectus are being offered by
the Underwriters, subject to prior sale, when, as and if accepted by the
Underwriters and subject to the Underwriters' right to reject orders, in whole
or in part, and to certain other conditions. It is expected that delivery of
the shares will be made at the office of the Representative on or about ,
1998 against payment therefor in immediately available funds.

---------

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

The date of this Prospectus is , 1998
<PAGE>

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (the "Registration
Statement") under the Securities Act and the rules and regulations promulgated
thereunder, with respect to the Common Stock offered hereby. This Prospectus
omits certain information contained in the Registration Statement, and
reference is made to the Registration Statement, and the exhibits and
schedules thereto, for further information with respect to the Company and the
Common Stock offered hereby. Statements contained in this Prospectus as to the
contents of any contract, agreement or other document filed as an exhibit to
the Registration Statement are not necessarily complete, and in each instance,
reference is made to the exhibit for a more complete description of the matter
involved, each such statement being qualified in its entirety by such
reference. The Registration Statement may be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of
the Commission maintained at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials may be obtained from the Public Reference
Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, registration
statements and certain other filings made with the Commission through its
Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system are
publicly available through the Commission's site on the Internet's World Wide
Web, located at http://www.sec.gov. The Registration Statement, including all
exhibits thereto and amendments thereof, has been filed with the Commission
through EDGAR.

Forward-looking statements in this Prospectus, which can be identified by
the use of forward-looking terminology such as "may," "will," "expect,"
"intend," "plans," "anticipate," "estimate" or "continue" or the negative
thereof or other variations thereon or comparable terminology, are subject to
risks and uncertainties which are described in the Risk Factors section
commencing on page 10 and elsewhere in this Prospectus. The Company's actual
results could differ materially from those anticipated in such forward-looking
statements due to such risks and uncertainties.

The Company intends to furnish to its stockholders annual reports containing
audited financial statements and an opinion thereon expressed by its
independent auditors, and quarterly reports containing unaudited interim
financial information for the first three quarters of each year.

Except where the context indicates otherwise, the term "Company" as used
herein refers to ICON Holdings together with its subsidiaries.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS OR THE IMPOSITION
OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this Prospectus. Each
prospective investor should carefully consider the information set forth under
the heading "Risk Factors." Unless otherwise indicated herein, the information
in this Prospectus (i) gives effect to a 8,000-for-1 stock split in the form of
a dividend of the Company's Common Stock, effective as of the effectiveness of
the Offering (the "Stock Split"), (ii) gives effect to the redemption of
4,000,000 shares of Common Stock by the Company simultaneously with the
consummation of the Offering, (iii) gives effect to the redemption of 1,000
shares of Class B Common Stock by the Company simultaneously with consummation
of the Offering, (iv) gives effect to the conversion of $1,112,760 (as of
September 30, 1997) of indebtedness owed to a related party into 139,095 shares
(assuming an initial public offering price of $8.00 per share) of Common Stock,
and (v) assumes no exercise of the Underwriters' over-allotment option. See
"Description of Capital Stock" and "Certain Transactions." The term "fiscal
year" as used herein refers to the fiscal year of the Company ending on
March 31 of such year.

THE COMPANY

GENERAL

The Company is a specialty finance company engaged in equipment leasing and
financing. The Company intends, through its new ICON Leasing subsidiary, to use
the proceeds of the Offering primarily to acquire, hold for investment and
remarket large ticket Seasoned Leases. A "large ticket" equipment lease
involves equipment with an original equipment cost in excess of $1 million, and
typically in excess of $10 million as in the case of aircraft and marine
vessels. An equipment lease is considered a "Seasoned Lease" by the Company
when its remaining term is short enough (often the last third of the lease
term) that (i) the Company can confidently estimate the likely residual value
of the underlying equipment at lease expiry, and (ii) most of the Company's
total return from such lease is expected to be derived from the realization of
such residual value at lease expiry by selling or re-leasing such equipment to
the lessee or to a third party. The Company believes that currently there are
relatively few participants in the market for large ticket Seasoned Leases and,
consequently, opportunities exist for experienced participants to achieve
attractive returns. To date, the only acquisitions of large ticket Seasoned
Leases by the Company have been by its ICON Capital subsidiary on behalf of
limited partnerships (the "ICON Partnerships") which ICON Capital sponsors and
manages. Prior to August 1996, when current management assumed control, the
ICON Partnerships were invested almost entirely in "small ticket" leases (those
involving equipment with an original equipment cost less than $1 million and
typically less than $150,000, as in the case of computers or office equipment).
Under new management, since August 1996 ICON Capital has invested, or committed
to invest, more than $207 million (as measured by gross purchase price) on
behalf of the ICON Partnerships in large ticket Seasoned Lease transactions
such as aircraft leased to Airbus Industries, US Airways, Inc., Continental
Airlines, Inc. and Federal Express Corporation; marine vessels leased to
Occidental Petroleum Corporation and SEACOR-Smit, Inc.; tractor-trailer
equipment leased to Wal-Mart Stores, Inc.; drilling rig equipment leased to
Rowan Cos., Inc.; and telecommunications equipment leased to America Online,
Inc. and Texas Utilities Services, Inc. See "Business--Recent Transactions."
The proceeds of the Offering will enable the Company to pursue Seasoned Lease
acquisition opportunities for its own benefit rather than exclusively on behalf
of the ICON Partnerships. Although the Company has no material history of
results with respect to large ticket Seasoned Leases, the current management of
the Company does have extensive experience with respect to such transactions.
See "Business--Management."

3
<PAGE>

Partnerships have concentrated on acquiring large ticket Seasoned Leases. The
Company intends to sponsor an eighth ICON Partnership after the subscription
period for the seventh ICON Partnership ends in late 1998. After the Offering,
the Company, through its ICON Funding Subsidiary, will also acquire and
originate finance-type leases of, and loans secured by, small ticket equipment
(collectively, "small ticket financing transactions") for its own benefit and
for that of the ICON Partnerships. Prior to the Offering, ICON Funding engaged
in small ticket financing transactions only for the benefit of the ICON
Partnerships. ICON Funding intends to utilize warehouse finance facilities to
fund future small ticket financing transactions, which will be refinanced
through securitizations or other structured finance transactions. Because the
Company has not invested prior to the Offering in large ticket Seasoned Leases
for its own benefit and has only entered into such transactions for the ICON
Partnerships since August 1996, historical returns with respect to all but one
(see "Business--Recent Transactions") of these investments are not yet
available. The Company does anticipate, however, that although ICON Capital and
ICON Funding will continue to make material contributions to the Company's
results of operations, the majority of its revenues and earnings will be
derived from the large ticket Seasoned Lease acquisition and remarketing
activities of ICON Leasing. See "Business--Current Businesses of the Company."

MANAGEMENT

The Company's three most senior executives, none of whom had any relationship
with the Company prior to their participation in the acquisition of ICON
Capital in 1996, have extensive experience in equipment lease financing and
remarketing in general and Seasoned Lease acquisitions and remarketing in
particular. The Company believes that these executives, who replaced the former
management of ICON Capital, have a record of success in the acquisition and
remarketing of Seasoned Leases. Beaufort J. B. Clarke, the Chairman and Chief
Executive Officer of the Company, has more than twenty years of senior
management experience in the leasing industry, including chief executive and
other senior executive positions at Griffin Equity Partners, Inc. and Gemini
Financial Holdings, Inc., both equipment leasing companies engaged in the
acquisition of Seasoned Leases. Mr. Clarke was a Vice President and one of the
founders of Encore International, Inc. (now known as AT&T Systems Leasing)
prior to its acquisition by AT&T Capital Corporation. Paul B. Weiss and Thomas
W. Martin, the Executive Vice Presidents of the Company, have approximately 10
and 15 years of experience in the industry, respectively. Each worked with Mr.
Clarke at Griffin Equity Partners and Gemini Financial Holdings, where they and
Mr. Clarke specialized in Seasoned Lease transactions, in addition to serving
in other positions in the industry. These three individuals and the four senior
vice presidents (three of whom have joined the Company since August 1996) of
the Company have approximately 85 years of combined experience in the equipment
leasing industry. See "Management."

INDUSTRY OVERVIEW

The Equipment Leasing Association of America ("ELA"), based on U.S.
Department of Commerce data, estimates that in the United States, approximately
$169 billion of the estimated $566 billion spent on productive capital assets
in 1996 was financed by means of leasing. ELA estimates that 80% of all U.S.
businesses use leasing or financing to acquire equipment. The size of the
market for Seasoned Leases is primarily a function of the number of leases
entered into in the past, adjusted downward for leases that have terminated.
ELA estimates that from 1988 through the end of 1997, equipment leasing volume
in the United States will be approximately $1.4 trillion. Sellers of Seasoned
Leases are believed to have one or more of the following objectives in seeking
and consummating such a sale: (i) realization of book profit by selling at a
premium to book value because the fair market value of the equipment is above
such book value; (ii) removal of the actual or perceived risk of residual loss
upon return of equipment by a user at lease expiry; (iii) removal of actual or
perceived credit risk from the seller's balance sheet; (iv) repositioning of
the seller's tax-motivated investment portfolio resulting from a change in tax
law, change in the seller's profit base or outlook, or the seller becoming
subject to alternative minimum tax; and (v) freeing up capital for investment
in core business activities (which may include making new lease investments in
the case of leasing company sellers).

4
<PAGE>

objectives and are adverse to taking substantial equipment residual exposure.
Many new equipment leases are highly structured and have a very long effective
term to maximize the economic benefit of tax deferral and minimize residual
value risk. In particular, most new equipment leases are designed to allow the
initial lessor to recover most or all of its investment from contractual rent
payments to be received under the lease. The Company believes that most large
ticket Seasoned Lease acquisitions are completed in the final one-third of the
term of an equipment lease, when the fair value of the equipment subject to
lease is more likely to exceed the seller's book value. When acquired at a
relatively late stage in the lease term, these large ticket Seasoned Leases
have fewer tax deferral attributes (due to the short term) and more residual
value exposure (because only a small amount of the secondary market purchaser's
investment will be repaid from the remaining contractual rents) than new large
ticket leasing deals.

STRATEGY

The Company intends to focus principally on the acquisition, management and
remarketing of large ticket Seasoned Leases to provide attractive total returns
consistent with prudent risk management. The Company will also pursue related
equipment lease opportunities that complement its large ticket Seasoned Lease
acquisition activity. The Company will employ the following strategies to
achieve its objectives:

Capitalize on Inefficiencies in the Market for Seasoned Leases. No formal
market exists for prospective sellers of large ticket Seasoned Leases. Compared
to the market for new equipment leasing, there are relatively few participants
in the secondary market focusing principally on large ticket Seasoned Lease
transactions, and even fewer considering transactions involving as many
different equipment types as does the Company. The Company believes most
companies engaged in equipment leasing have not actively pursued Seasoned Lease
transactions primarily because these transactions may not meet, or may conflict
with, the principal objectives of such companies (primarily to obtain tax
deferral while avoiding residual value risk). As a result of this relative lack
of competition, the Company has been and expects to continue to be able to find
large ticket Seasoned Lease acquisition opportunities on attractive terms.

Utilize the Experience and Resources of Management to Source Seasoned Lease
Opportunities. The Company believes that the experience and creativity of
senior management and its existing network of referral sources will provide the
Company with a steady flow of Seasoned Lease acquisition opportunities.
Potential sellers include companies that are no longer making lease
investments; public companies that may from time to time seek out accounting
gains to contribute to reported earnings; companies that could benefit from
recovering and redeploying invested capital; banks and other financial
institutions that have been parties to consolidation transactions and seek to
dispose of assets that are not consistent with the surviving company's
objectives; and companies that desire to limit residual value risk from leases
held. The Company's willingness to work with a potential seller to identify its
objectives and to creatively develop transaction structures, such as residual
value option transactions and residual sharing arrangements, to meet that
seller's objectives is in part responsible for the Company's success in
sourcing Seasoned Lease acquisition opportunities. The Company also has an
extensive referral network of leasing companies, leasing brokers, investment
bankers, attorneys, lenders and appraisers that are expected to continue to
refer Seasoned Lease acquisition opportunities to the Company.

5
<PAGE>

The Company engages nationally recognized independent appraisers to assist
it in determining the value likely to be realized from the leased equipment at
lease expiry. In most transactions, the Company will seek out leasing
opportunities where the remaining lease term is greater than two years and, on
expiry of the lease, at least one-third of the economic useful life of the
equipment is likely to remain, based on the equipment age or utilization
history. To maximize its remarketing options (and its returns), the Company
seeks to avoid investing in equipment that may become technologically obsolete
or otherwise of limited utility (perhaps from excessive wear and tear). Also,
the Company generally enters into leasing transactions involving equipment
types that can be feasibly moved to other locations or are considered essential
to the operations of the lessee and either impossible to replace or only
replaceable at a significantly higher cost than its fair market value. The
Company believes that there is a substantial pool of such leases, many of which
involve equipment such as commercial aircraft, marine vessels, other
transportation equipment, and telecommunications hardware. The creditworthiness
of a lessee is also important because lessees with inadequate financial
resources may be unable to afford to comply with the maintenance- and return-
condition provisions of the lease contract, thus exposing the lessor to costs
associated with repair and return of equipment. A large percentage of the
Company's recent acquisitions on behalf of the ICON Partnerships has consisted
of the purchase of large ticket Seasoned Leases where the lessee is rated
investment grade (or is believed equivalent). Large ticket transactions of this
type are expected to represent a majority of the Company's future Seasoned
Lease acquisitions.

Proactively Manage Lease Investments to Maximize Total Returns. The Company
pursues numerous alternatives to maximize realization of residual values
through the sale or re-lease of the equipment to the lessee or to a third
party. In many cases, the amount of such realization may depend on the extent
to which the Company elects to enforce its rights under the lease. In general,
the Company also will hold its lease investments until maturity, unless various
factors enable the Company to achieve what it believes would be a superior
result from disposing of the asset prior to maturity. Senior management and the
Company have also had success in working with lessees to restructure leases to
achieve greater profitability, while achieving other objectives of the lessee
such as lowering periodic payments in exchange for a longer lease term, which
could benefit the Company to the extent that the present value of the revised
payment schedule is greater than the original payment schedule.

Pursue Related Opportunities Complementing Seasoned Lease Acquisitions. To
complement its large ticket Seasoned Lease activity, the Company intends to
expand its volume of small ticket financing transactions by adding sales and
marketing people to expand its referral network, and placing additional
emphasis on originating new lease opportunities by creating vendor programs.
The Company also may occasionally encounter opportunities to acquire companies
that operate in the large ticket or small ticket leasing business. These
companies may have portfolios of equipment subject to lease or relationships
that result in an additional volume of leasing or financing opportunities. To
the extent that such acquisitions can be completed at reasonable cost to the
Company and can immediately or over time add to the Company's portfolio of
lease investments, the Company will consider such transactions. In addition,
the Company may pursue an expanded presence in Europe. The Company believes
that many European markets have less competition for attractive equipment
leasing transactions. In the United Kingdom, for example, recent accounting and
regulatory changes have, in the opinion of the Company, made the leasing of
equipment a more attractive option relative to purchasing than it had been
before such changes. To the extent that such international equipment leasing
transactions can be structured to mitigate or remove certain risks, such as
currency exchange, protecting a lessor's interest through equipment lien
recordation, and taking advantage of beneficial local laws, the Company
believes that the leasing industry in Europe may present significant
opportunities.

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

ICON Holdings is a Delaware corporation incorporated in May 1996 for the
purpose of acquiring ICON Capital Corp., and an affiliate thereof. The
Company's principal executive offices are located at 600 Mamaroneck Avenue,
Harrison, New York 10528 and its telephone number at such address is
(914) 698-0600. See "The Company."

6
<PAGE>

THE OFFERING

Common Stock offered by the
Company.........................
10,000,000 Shares

Common Stock to be outstanding
after the Offering.............
14,139,095 Shares (1)(2)(3)

Use of Proceeds.................
To acquire Seasoned Leases and to enter into
other equipment financing transactions
(approximately 80-85% of the net proceeds),
to redeem 4,000,000 shares of Common Stock
for $7.2 million and other consideration, to
repay indebtedness of approximately $4.8
million, and for general corporate purposes,
including, but not limited to, working
capital. See "Use of Proceeds" and "Certain
Transactions."

Proposed Nasdaq National Market
symbol..........................
- -------- ICON

(1) Does not include: (i) 2,000,000 shares of Common Stock reserved for
issuance under the Company's 1997 Stock Option Plan, of which options to
purchase approximately 1,200,000 shares of Common Stock are expected to be
granted upon consummation of the Offering at an exercise price per share
equal to the initial public offering price; (ii) 200,000 shares of Common
Stock reserved for issuance under the Company's 1997 Non-Employee Directors
Stock Plan, of which options to purchase 30,000 shares of Common Stock are
expected to be granted upon the consummation of the Offering at an exercise
price per share equal to the initial public offering price; (iii) 424,173
shares of Common Stock issuable under warrants to be granted to a related
party upon the consummation of the Offering at an exercise price per share
equal to the initial public offering price; and (iv) 494,868 shares of
Common Stock subject to warrants to be granted to the Representative of the
Underwriters at an exercise price per share equal to the initial public
offering price. See "Executive Compensation--1997 Stock Option Plan," "--
1997 Non-Employee Directors Plan," "--Employment and Severance Agreements,"
"Certain Transactions" and "Underwriting."
(2) Does not include 4,000,000 shares of Common Stock to be redeemed by the
Company simultaneously with the consummation of the Offering. See "Certain
Transactions."

(3) Includes 139,095 shares (assuming an initial public offering price of $8.00
per share) of Common Stock to be issued to a related party upon conversion
of $1,112,760 (as of September 30, 1997) of indebtedness.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. In addition, certain statements contained herein expressing the
beliefs and expectations of the Company regarding its future results or
performance are forward-looking statements that involve a number of risks and
uncertainties. The Company's actual results could differ significantly from the
results discussed in such forward-looking statements. For a discussion of
important factors that could cause or contribute to such differences and other
risks and uncertainties which relate to an investment in the shares of Common
Stock offered hereby, see "Risk Factors" beginning on page 10.

7
<PAGE>

SUMMARY CONSOLIDATED AND COMBINED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following summary consolidated and combined financial data should be read
in conjunction with the Consolidated and Combined Financial Statements and the
Notes thereto included elsewhere in this Prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
consolidated and combined financial data set forth below as of and for the
fiscal years ended March 31, 1997, 1996 and 1995 have been derived from the
consolidated and combined audited financial statements of the Company. The
consolidated and combined financial data as of and for the three and six months
ended September 30, 1997 and September 30, 1996, respectively, are unaudited,
but have been prepared on the same basis as the audited financial statements
and, in the opinion of management, reflect all adjustments, which consist only
of normal recurring adjustments, necessary for the fair presentation of the
financial position and results of operations for these periods. The information
for periods prior to August 21, 1996 is presented on a combined basis, while
the information for periods subsequent to such date is presented on a
consolidated basis. Consolidated operating results for the three and six months
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the entire year.

<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
YEAR ENDED MARCH 31, ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------- ------------------- -------------------
1995 1996 1997(1) 1996 1997(1) 1996 1997(1)
------ ------- ------- ------------------- -------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Revenues:
Fees--managed
partnerships.......... $8,437 $ 9,376 $12,180 $ 5,661 $ 5,315 $ 3,479 $ 3,084
Rental income from
operating lease....... 661 1,010 1,542 1,028 -- 514 --
Interest income and
other income.......... 37 59 120 23 82 15 28
------ ------- ------- ------- ----------- ------- -----------
Total revenues....... 9,135 10,445 13,842 6,712 5,397 4,008 3,112
------ ------- ------- ------- ----------- ------- -----------
Expenses:
Selling, general, and
administrative........ 7,190 8,495 8,208 3,962 4,421 1,938 2,215
Depreciation and
amortization.......... 1,030 1,455 2,098 1,162 374 606 146
Interest expense....... 389 361 809 277 354 183 152
Amortization of
goodwill.............. -- -- 574 95 457 95 229
Other.................. 225 -- -- -- -- -- --
------ ------- ------- ------- ----------- ------- -----------
Total expenses....... 8,834 10,311 11,689 5,496 5,606 2,822 2,742
------ ------- ------- ------- ----------- ------- -----------
Income (loss) before
provision for income
taxes and
extraordinary item.... 301 134 2,153 1,216 (209) 1,186 370
Provision for income
taxes................. 138 75 1,128 605 50 605 191
------ ------- ------- ------- ----------- ------- -----------
Income (loss) before
extraordinary item.... 163 59 1,025 611 (259) 581 179
Extraordinary item--
gain on early
extinguishment of debt
(net of applicable
income taxes of $49).. -- -- -- -- 73 -- --
------ ------- ------- ------- ----------- ------- -----------
Net income (loss)...... $ 163 $ 59 $ 1,025 $ 611 $ (186) $ 581 $ 179
====== ======= ======= ======= =========== ======= ===========
Pro forma weighted
average number of
shares of Common Stock
and equivalents
outstanding (2)....... -- -- -- -- 15,058,136 -- 15,058,136
Pro forma earnings
(loss) per share of
Common Stock and
equivalents
outstanding (2)....... -- -- -- -- $ (0.01) -- $ 0.01
(Continued)
</TABLE>

8
<PAGE>

SUMMARY CONSOLIDATED AND COMBINED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31,
--------------------- SEPTEMBER 30, SEPTEMBER 30,
1995 1996 1997(1) 1997(1) 1997(3)
(Continued) ------ ------ ------- ------------- -------------
(UNAUDITED) (UNAUDITED)
(ACTUAL) (AS ADJUSTED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Assets:
Cash................... $ 391 $ 185 $ 747 $ 157 $61,473
Receivables from
managed
partnerships.......... 1,915 2,023 1,324 1,360 1,360
Prepaid and other
assets................ 552 790 580 1,104 1,104
Fixes assets and
leasehold
improvements, net..... 952 781 752 686 686
Goodwill, net.......... -- -- 8,270 7,813 7,813
Investment in
operating lease,
net................... 4,913 4,261 -- -- --
------ ------ ------- ------- -------
Total assets......... $8,723 $8,040 $11,673 $11,120 $72,436
====== ====== ======= ======= =======
Liabilities and
Stockholders' Equity:
Accounts payable and
accrued expenses...... $ 517 $ 872 $ 1,648 $ 1,203 $ 539
Subordinated notes
payable............... -- -- 2,399 2,213 --
Notes payable.......... 5,332 4,308 3,538 3,402 600
Deferred income taxes,
net................... 410 484 1,533 1,632 1,632
Deferred management
fees--managed
partnerships.......... 715 668 758 789 789
------ ------ ------- ------- -------
Total liabilities.... 6,974 6,332 9,876 9,239 3,560
------ ------ ------- ------- -------
Redeemable Stock....... -- -- -- 270 --
Total Stockholders'
equity................ 1,749 1,708 1,797 1,611 68,876
------ ------ ------- ------- -------
Total liabilities and
stockholders'
equity.............. $8,723 $8,040 $11,673 $11,120 $72,436
====== ====== ======= ======= =======
</TABLE>
- --------
(1) As discussed in Note 2 of the Notes to the Consolidated and Combined
Financial Statements, ICON Capital and ICON Securities were acquired by
ICON Holdings on August 21, 1996 in a business combination accounted for as
a purchase. As a result of such acquisition, the financial information for
the period after the acquisition is presented on a different cost basis
than that for the periods before the acquisition and, therefore, the
amounts for the year ended March 31, 1997 and the three and six months
ended September 30, 1997 are not comparable to the other periods presented
in this table as a result of goodwill and its related amortization.

(2) Gives effect to the sale of the 10,000,000 shares offered hereby, the
redemption of 4,000,000 shares owned by Summit, the conversion of related-
party indebtedness into 139,095 shares (assuming an initial public offering
price of $8.00 per share), and the issuance of 919,041 shares issuable
under warrants to be granted upon the effectiveness of the Offering. See
"Certain Transactions" and "Underwriting."

(3) As adjusted to give effect to the Stock Split, the sale of the 10,000,000
shares of Common Stock offered hereby and the application of the net
proceeds therefrom. See "Use of Proceeds."

9
<PAGE>

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should consider carefully the following
risk factors, in addition to the other information contained in this
Prospectus, in evaluating an investment in the shares of Common Stock offered
hereby. The risk factors set forth below and elsewhere in this Prospectus
should be read as accompanying "forward-looking statements" which can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "plans," "anticipate," "estimate" or "continue" or the
negative thereof or other variations thereon or comparable terminology. The
Company's actual results could differ materially from those anticipated in
such forward-looking statements.

SIGNIFICANT UNALLOCATED USE OF NET PROCEEDS

The leased equipment to be acquired and the equipment financing transactions
to be entered into by the Company with the proceeds of the Offering have not
been determined as of the date of this Prospectus, and the Company's
management will have complete discretion in investing the proceeds of the
Offering. Investors in the Offering must therefore rely solely on the judgment
and ability of the Company's management with respect to the selection of
lessees, the purchase of equipment, the incurring of indebtedness, the
negotiation of the terms of purchases of leased equipment and equipment
financing transactions, and other aspects of the Company's business and
affairs. There is no way of reliably anticipating what types of leased
equipment and equipment financing transactions will be available on reasonable
terms when the Company is ready to invest its funds. In addition, the Company
may seek growth through the acquisition of other equipment leasing companies,
although it has no current acquisition candidates. If the Company does make
any such acquisitions, its inability to, among other things, assimilate the
operations, services, products and personnel of acquired companies, or meet
expected revenue and income levels of such acquired companies, could have a
material adverse effect on the Company. The Company may vary its portfolio,
may invest a substantial portion of the proceeds of the Offering in types of
equipment, financing transactions or strategic business acquisitions other
than those described below under the caption "Business--Strategy" or may
invest in the identified types of equipment or financing transactions to a
greater degree than currently anticipated. See "Business."

The Company intends to invest the proceeds of the Offering in short-term,
readily marketable, interest- bearing government treasury or equivalent
securities until the Company otherwise employs such proceeds in the
acquisition of leased equipment or equipment financing transactions. Although
the Company believes that it will be able to engage in a number of such
transactions expeditiously following the Offering, until such time as the
Company does so, the applicable portions of the proceeds of the Offering will
be temporarily invested in such interest-bearing securities. See "Use of
Proceeds."

RESIDUAL EQUIPMENT VALUE RISKS

The Company intends to utilize a major portion (approximately 80-85%) of the
proceeds of the Offering to accumulate a portfolio of large ticket Seasoned
Leases. The Company expects that in many transactions that it may pursue, only
a portion of its investment, if any, will be recovered from the contractual
obligation of the lessee to pay rent. As a result, the recovery of its
investment and realization of a return is expected to depend, at least in part
and perhaps entirely, on the Company's success in remarketing equipment upon
lease expiry. Numerous factors, many of which are beyond the control of the
Company, may have an impact on the Company's ability to remarket a particular
asset in a satisfactory manner. Among the factors are general market
conditions and economic conditions such as the strength or weakness of the
economy, interest rates, and inflation; regulatory changes affecting
particular classes of equipment; changes in the supply or cost of particular
equipment classes; technological developments; and the condition of the
equipment and general conditions in the industry utilizing such assets.
Consequently, there can be no assurance that the Company's estimated residual
value for particular equipment purchased will be realized. The Company's
inability to remarket equipment on favorable terms (including with respect to
its book value) could have a material adverse effect on the Company.

10
<PAGE>

RISKS ASSOCIATED WITH ACQUISITION OF SEASONED LEASES

The Company will focus on making acquisitions of large ticket Seasoned
Leases. Such transactions have more residual value exposure than leasing
transactions involving new equipment in which, typically, a greater percentage
of a lessor's investment is recovered from rental payments under the lease.
Although Seasoned Leases have the benefit of providing the Company with (i) a
historical payment performance record on the part of the lessee and (ii) the
opportunity to perform due diligence on the maintenance and utilization of
equipment subject to such leases, the acquisition of Seasoned Leases typically
requires that the Company accept all aspects of the existing lease agreement
without the ability to modify its terms. The Company may seek indemnification
from the selling party for issues that the Company identifies in reviewing a
proposed transaction, such as incomplete documentation or damage to equipment,
or for risks that the Company is not, due to the "secondary" nature of the
transaction, able to fully investigate. The ability of the Company to
successfully profit from Seasoned Lease transactions depends on its ability to
analyze and adequately address such underlying risks or, when necessary, to
avoid transactions where the risks presented are unacceptable. A failure by
the Company to properly evaluate the risks in any one or more Seasoned Lease
transactions could have a material adverse effect on the Company. See
"Business--Strategy."

DEPENDENCE ON CREDITWORTHINESS OF LESSEES

The failure of a lessee to make required rental payments would constitute an
event of default which, in a large ticket equipment lease, could have a
material adverse effect on the Company. In the case of a default with respect
to a leveraged lease, a lender thereto might choose to foreclose on the
equipment and dispose of it; or, in the case of a "single investor" lease (a
lease structured without leverage), the Company could be required to foreclose
on the equipment in an effort to recover its investment. If the liquidation
proceeds from the sale of repossessed equipment are materially less than its
book value, the Company would realize a significant loss. If a lessee were to
seek protection under the federal Bankruptcy Code, then either the lessee, as
debtor-in-possession, or the bankruptcy trustee, would have the option of
assuming, rejecting or, subject to certain conditions, assigning to a third
party any of the debtor's unexpired lease and financing obligations. If such a
lessee were to reject any of such equipment leases, such rejection could have
material adverse effect on the Company. See "Business--Selection of Lease
Investment Opportunities."

DEPENDENCE ON THIRD-PARTY APPRAISALS

The Company will consider Seasoned Leases involving most types of equipment
that meet its investment policy and philosophy, including equipment types that
the Company has no actual experience in remarketing at lease expiry. In
establishing an expected residual value in connection with Seasoned Lease
acquisitions, the Company will rely on information it gathers from many
sources, including estimates of future value from independent appraisers
retained by the Company. To the extent that such appraisals are materially
incorrect, the Company could face a partial or total loss of its investment,
which could have a material adverse effect on the Company. See "Business--
Selection of Lease Investment Opportunities."

RISKS ASSOCIATED WITH USE OF LEVERAGE

The Company plans to make extensive use of borrowed funds in acquiring
leased equipment. As long as the cost of such funds applied to defray a
portion of the purchase price for leased equipment is less than the return
which the Company expects to achieve from its investment in such leased
equipment, the potential profit attainable from such investment would be
enhanced by borrowing funds. To the extent such leverage is used, the
potential loss on the Company's equity investment would also be greater. In
addition, in the case where the Company incurs indebtedness and the lender has
recourse to the Company in addition to the equipment financed, a loss where
the value of the equipment is inadequate to satisfy the outstanding amount
borrowed could result in a claim against the Company for the amount of such
deficiency.

11
<PAGE>

DEPENDENCE ON KEY MANAGEMENT

The Company depends upon the expertise of certain key employees in
conducting its business. Loss of the services of such employees, particularly
Beaufort J. B. Clarke, the Chairman and Chief Executive Officer of the
Company, and Paul B. Weiss, Vice Chairman and Executive Vice President of the
Company, could have a material adverse effect on the Company's business. The
Company has entered into employment agreements with certain executives
including Messrs. Clarke and Weiss. See "Management" and "Executive
Compensation--Employment and Severance Agreements."

LIMITED TENURE OF CURRENT MANAGEMENT AT THE COMPANY

ICON Holdings was formed in May 1996 for the purpose of acquiring the
established business of ICON Capital Corp. ("ICON Capital") and its affiliate,
ICON Securities Corp. ("ICON Securities"). The current top three executives of
the Company were members of the acquisition group and replaced the former
management of ICON Capital. These new executives, none of whom had any
relationship with the Company prior to the acquisition, have made significant
changes to the Company's strategies and operations and may further alter and
expand the Company's business activities upon completion of the Offering.
Although these executives have substantial experience in the equipment leasing
industry, investors in the Offering have a limited history of the Company as
operated under its current management on which to base an evaluation of the
Company and its prospects. See "Business--Strategy" and "Management."

FLUCTUATIONS IN QUARTERLY RESULTS

The Company's quarterly results of operations are susceptible to
fluctuations for a number of reasons and, accordingly, the Company believes
that comparisons of the results of its operations for one quarter should not
be relied upon as an indication of future performance. The reasons for such
fluctuations may include, without limitation, any decline in expected residual
value realizations related to the equipment the Company leases, the timing of
specific transactions, the degree to which the Company encounters competition
in its markets and general economic conditions. Quarterly operating results
could also fluctuate as a result of the sale by the Company of equipment in
its lease portfolio to the lessee or to a third party at the expiration of a
lease term or prior to such expiration. Such sales of equipment may have the
effect of increasing revenues and net income during the quarter in which the
sale occurs, and reducing revenues and net income otherwise expected in
subsequent quarters. The Company's planned small ticket leasing securitization
activities may also cause quarterly results to fluctuate due to a number of
factors, including, among others, the completion of a securitization
transaction in a particular calendar quarter (or the failure to complete such
a securitization transaction), the occurrence of credit losses with respect to
securitized portfolios, the interest rate on the securities issued in
connection with such securitization transactions, variations in the volume of
leases funded by the Company, and differences between the Company's cost of
funds and the average implicit yield to the Company on its leases prior to
being securitized. In the event the Company's revenues or earnings for any
quarter are less than the level expected by securities analysts or the market
in general, such a shortfall could have an immediate and significant adverse
impact on the market price of the Common Stock. Any such adverse impact could
be greater if any such shortfall occurs near the time of any material decrease
in any widely followed stock index or in the market price of the stock of one
or more public equipment leasing and financing companies or major customers of
the Company. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition."

NO DIVIDENDS

The Company has not paid any dividends on its Common Stock to date. The
payment of any dividends will be within the discretion of the Company's Board
of Directors. It is the present intention of the Board of Directors to retain
all earnings, if any, for use in the Company's business operations and,
accordingly, the Board of Directors does not anticipate declaring any
dividends in the foreseeable future. See "Dividend Policy."

12
<PAGE>

IMMEDIATE AND SUBSTANTIAL DILUTION TO NEW INVESTORS

Purchasers of Common Stock in the Offering will experience immediate and
substantial dilution in the as adjusted net tangible book value of their
shares in the amount of $3.68 per share. If the Company issues additional
Common Stock in the future, including shares which may be issued pursuant to
earn-out arrangements, option grants and future acquisitions, purchasers of
Common Stock in the Offering may experience further dilution in the net
tangible book value per share of the Common Stock. See "Dilution."

RISK OF CHANGES IN TAX LAWS OR ACCOUNTING PRINCIPLES

Any change to current tax laws or generally accepted accounting principles
that makes lease financing of new equipment or purchases or sales of Seasoned
Leases less attractive could have a material adverse affect on the Company.
Leasing industry activities can be substantially affected by such
considerations, and there is no way to reliably anticipate which such changes
are likely to occur or the effect of such changes on the Company's markets or
ability to adapt to such changes.

COMPETITION

The equipment leasing business is very competitive. In the market for large
ticket Seasoned Leases, the Company competes with larger, more established
companies, some of which may in the future determine that the market for
Seasoned Leases is a market to which they wish to devote increased resources.
Many of these companies may have a lower cost of funds than the Company,
greater access to capital markets and other funding sources, and extensive
experience in identifying attractive investment opportunities in the leasing
industry. In addition, this potential for increased competition for Seasoned
Leases could hinder the Company's efforts to differentiate itself and to
compete effectively.

In the small ticket leasing sector, the Company competes for customers with
a number of national, regional and local finance companies, equipment
manufacturers that finance the sale or lease of their products themselves,
commercial lenders, and other traditional types of financial services
companies. Such competitors may have competitive advantages, and such
competition may make certain transactions less attractive to the Company and
make securitizations more difficult to accomplish. The failure of the Company
to effectively compete in the markets in which it participates would have a
material adverse effect on the Company. See "Business--Competition."

POTENTIAL CONFLICTS WITH ICON PARTNERSHIPS

Due to ICON Capital's fiduciary and contractual obligations in its capacity
as general partner of the ICON Partnerships, which it has sponsored and
managed since 1988, ICON Capital is required to invest capital on behalf of
the ICON Partnerships in a manner which may compete with the Company's
investment objectives and have the effect of reducing the availability of
suitable transactions for the Company's own benefit and increasing the time it
will take to fully invest the proceeds of the Offering. Under the agreements
establishing the ICON Partnerships, ICON Capital has agreed to refer
investment opportunities to the partnerships until such time as all initial
capital contributions of the limited partners have been fully invested or
committed in certain specified investments and specified reserves, subject to
limitations such as the ICON Partnerships' cash available for investment,
existing debt, structure of the transaction, or creditworthiness of the
lessee. See "Business--Current Businesses of the Company--ICON Capital --
Sponsorship and Management of ICON Partnerships" and "Business--Resolution of
Potential Conflicts of Interest."

UNINSURED LOSSES

Equipment leases and financing transactions generally require lessees and
users to arrange, at their own expense, for comprehensive insurance (including
fire, liability and extended coverage) and to assume the risk of loss of the
equipment or the collateral securing the leases or financing transactions,
whether or not insured. When

13
<PAGE>

the lessee or user is not required to provide such insurance, the Company will
generally arrange for insurance at its own expense. Generally, the Company
requires that it be named as an additional insured on liability insurance
policies carried by lessees, with the Company's lenders normally required to
be identified as the payee for loss and damage to the equipment. The Company
monitors compliance with the insurance provisions of the leases. Certain types
of catastrophic losses (e.g., losses due to war or earthquakes), however, are
either uninsurable or prohibitively costly to insure. Should an uninsured loss
occur with respect to equipment or collateral securing the leases and
financing transactions, or should the Company experience an uninsured loss or
partially insured claim, or have a claim for which third-party indemnification
is not available, the Company could suffer a total loss of its investment.
Ownership of certain types of capital equipment, such as aircraft or marine
vessels, could also entail exposure to product liability claims, in the event
that the use of such equipment is alleged to have resulted in bodily injury or
property damage. To date, the ICON Partnerships have not experienced any
significant uninsured or insured claims and have not experienced any product
liability claims related to its equipment. See "Business--Sourcing, Evaluation
and Acquisition of Seasoned Leases."

INTERNATIONAL RISKS

The Company intends to increase its leasing and finance activities in
foreign markets generally, and in Europe in particular. Such transactions may
present greater risks to the Company because certain foreign laws, regulations
and judicial procedures may not be as protective of lessor rights as those
which apply in the United States. In addition, many foreign countries have
currency and exchange laws regulating the international transfer of
currencies. When possible, the Company will seek to minimize its currency and
exchange risks by negotiating transactions in U.S. dollars and requiring
guarantees obtained to support various lease agreements to be denominated in
U.S. dollars. In addition, political instability abroad and changes in
international policy may also present risks associated with the possible
expropriation of certain of the Company's leased equipment, such as aircraft.
Certain countries have no registration or other recording system with which to
locally establish the Company's or its lender's interest in equipment,
potentially making it more difficult for the Company to prove its interest in
collateral in the event that it needs to recover such property located in such
a country. See "Business--Strategy."

NO PRIOR MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Company's
Common Stock. There can be no assurance that an active public market for the
Common Stock will develop or be sustained after the Offering. The initial
public offering price of the Common Stock will be determined by negotiation
between the Company and the Representative based on the factors described
under "Underwriting." The price at which the Common Stock will trade in the
public market after the Offering may be less than the initial public offering
price. See "Underwriting."

The market price of the Common Stock after the Offering could be subject to
significant fluctuations in response to activities of the Company's
competitors, variations in quarterly operating results, changes in general
market conditions and other events or factors. The volatility of the stock
market, in general, could adversely affect the market price of the Common
Stock and the ability of the Company to raise equity in the public markets.

INVESTMENT COMPANY ACT CONSIDERATIONS

The regulatory scope of the Investment Company Act of 1940 (the "Investment
Company Act") extends generally to companies engaged primarily in the business
of investing, reinvesting, owning, holding or trading securities. The
Investment Company Act also may apply to a company which does not intend to be
characterized as an investment company, but which, nevertheless, engages in
activities that subject it to registration and regulation under the Investment
Company Act's definition of an investment company. The Company believes
that its anticipated activities as described in this Prospectus will not
subject the Company to registration and regulation under the Investment
Company Act. The Company will avail itself of a safe harbor rule that will
exempt it from regulation under the Investment Company Act for a period of one
year, provided certain conditions

14
<PAGE>

are met. Thereafter, the Company intends to remain exempt from investment
company regulation either by not engaging in investment company activities or
by qualifying for the exemption from investment company regulation available
to any company that has no more than 45 percent of its total assets invested
in, and no more than 45 percent of its income derived from, investment
securities, as defined in the Investment Company Act.

There can be no assurance that the Company will be able to avoid
registration and regulation as an investment company. In the event the Company
is unable to avail itself of an exemption or safe harbor from the Investment
Company Act, the Company may become subject to certain restrictions relating
to its activities, as noted below. The Investment Company Act imposes
substantive requirements on registered investment companies, including
limitations on capital structure, restrictions on certain investments,
prohibitions on transactions with affiliates and compliance with reporting,
record keeping, voting, proxy disclosure and other rules and regulations.
Registration as an investment company, should it become necessary, could have
a material adverse effect on the Company.

ANTI-TAKEOVER PROVISIONS

Certain provisions of law, the Company's Certificate of Incorporation as
amended and restated upon consummation of the Offering (the "Restated
Charter") and its By-laws, could make more difficult the removal of incumbent
officers and directors and the acquisition of the Company by means of a tender
offer, a proxy contest or otherwise. These provisions include authorization of
the issuance of up to 10,000,000 shares of Preferred Stock with such
characteristics that may render it more difficult or tend to discourage a
merger, tender offer or proxy contest. The By-laws also provide that, after
the Offering, shareholder action can be taken only at an annual or special
meeting of its shareholders and may not be taken by written consent. See
"Description of Capital Stock--Certain Provisions of Delaware Law and the
Company's Certificate of Incorporation and By-laws."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 14,139,095 shares of
Common Stock outstanding. The 10,000,000 shares sold in the Offering will be
freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act"), unless acquired by
an "affiliate" of the Company, as that term is defined in Rule 144 ("Rule
144") promulgated under the Securities Act; shares held by affiliates will be
subject to resale limitations of Rule 144. All of the remaining outstanding
shares of Common Stock will be held by affiliates and available, subject to
Rule 144 volume as well as other limitations, for resale beginning 180 days
after the date of this Prospectus. Also, the Representative will be granted
warrants exercisable during periods commencing on or after the second
anniversary of, and ending on the fifth anniversary of, the consummation of
the Offering, for 494,868 shares (547,368 shares if the Underwriters' over-
allotment is exercised) of Common Stock at the initial public offering price,
which shares have been registered by separate prospectus under the
Registration Statement of which this Prospectus is a part, for resale from
time to time. Sales of substantial amounts of Common Stock, or the perception
that such sales could occur, could adversely affect prevailing market price of
the Common Stock and impair the Company's ability to raise additional capital
through the sale of equity securities. See "Shares Eligible for Future Sale."
Each of the Company, its existing stockholders, and its executive officers and
directors has generally agreed not to offer, pledge, sell, contract to sell,
or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock during the period ending 180 days after the date of this
Prospectus without the prior written consent of Friedman, Billings, Ramsey &
Co., Inc., as the Representative of the Underwriters. See "Shares Eligible for
Future Sale" and "Underwriting."

15
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby, after deducting estimated underwriting discounts and other
offering expenses, all of which are payable by the Company, are estimated to
be approximately $73.4 million (approximately $84.6 million if the
Underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $8.00 per share. The Company intends to use
approximately 80-85% of the net proceeds of the Offering to acquire large
ticket Seasoned Leases and to enter into other equipment financing
transactions. In addition, the Company intends to use portions of the net
proceeds to redeem 4,000,000 shares of Common Stock held by Summit Asset
Holding L.L.C. ("Summit") for $7.2 million (and other non-cash consideration),
to redeem 1,000 shares of Class B Common Stock held by TKO Finance Corporation
("TKO"), a secured lender to the Company, for $349,000, to repay indebtedness
(including a premium of approximately $225,000) of approximately $3.0 million
owed to TKO (currently bearing interest at a fixed annual rate of 11.5% and
with a maturity of July 31, 2000), and to repay indebtedness owed to Summit of
approximately $1.4 million (currently bearing interest at a fixed annual rate
of 12.5% and due in 2001). Any remaining proceeds will be used for general
corporate purposes, including, but not limited to, acquisitions of related
businesses and working capital. See "The Company" and "Certain Transactions."
The Company does not have any agreements or understandings with respect to any
acquisitions at the present time.

Pending use of the net proceeds as described above, the Company intends to
invest such proceeds in short-term, readily marketable, interest-bearing
government treasury obligations and equivalent securities.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future because it intends to retain its earnings, if
any, to finance the expansion of its business and for general corporate
purposes. Any payment of future dividends will be at the discretion of the
Board of Directors and will depend upon, among other factors, the Company's
earnings, financial condition, capital requirements, level of indebtedness,
contractual restrictions with respect to the payment of dividends and other
considerations that the Board of Directors deems relevant.

16
<PAGE>

CAPITALIZATION

The following table sets forth (i) the actual capitalization of the Company
at September 30, 1997, and (ii) the capitalization of the Company as adjusted
to give effect to the sale of 10,000,000 shares of Common Stock offered hereby
at an assumed initial public offering price of $8.00 per share and the other
transactions set forth in the notes to the table. This information should be
read in conjunction with the Company's Consolidated and Combined Financial
Statements and the Notes thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1997
--------------------------
UNAUDITED
ACTUAL AS ADJUSTED
----------- --------------
<S> <C> <C>
Due to stockholder (1)............................... $ 140,000 $ --
Notes payable--recourse (2).......................... 3,402,249 600,000
Subordinated notes payable--related party (3)........ 2,213,399 --
Redeemable Stock (4)................................. 269,576 --
Stockholders' equity:
Common Stock: $.01 par value per share; 50,000,000
shares authorized; 1,000 shares outstanding,
actual; 14,139,095 shares outstanding, as
adjusted.......................................... 10 181,391
Preferred Stock: $.01, par value per share;
10,000,000 shares authorized; no shares
outstanding, actual and as adjusted............... -- --
Additional paid-in capital......................... 133,990 74,387,475
Retained earnings.................................. 1,476,818 1,476,818
Less: Treasury shares (5)............................ -- (7,169,643)
----------- ------------
Total stockholders' equity....................... 1,610,818 68,876,041
=========== ============
Total capitalization............................. $ 7,636,042 $ 69,476,041
=========== ============
</TABLE>
- --------

(1) As adjusted to give effect to repayment of an amount due Summit. See
"Certain Transactions."

(2) As adjusted to give effect to the repayment of indebtedness to TKO. See
"Use of Proceeds."
(3) As adjusted to give effect to the conversion of indebtedness owed to a
related party into shares of Common Stock and the repayment of
indebtedness owed to Summit. See "Use of Proceeds" and "Certain
Transactions."

(4) As adjusted to give effect to the redemption of 1,000 shares of Class B
Common Stock held by TKO. See "Use of Proceeds."
(5) As adjusted to give effect to the redemption of 4,000,000 shares of Common
Stock held by Summit. See "Use of Proceeds" and "Certain Transactions."

17
<PAGE>

DILUTION

The deficit in net tangible book value of the Company at September 30, 1997
was $6,202,349, or $0.78 per share of Common Stock. Net tangible book value
per share is determined by dividing the net tangible book value of the Company
(tangible assets less total liabilities) by the number of shares of Common
Stock outstanding. Adjusting for the sale by the Company of the 10,000,000
shares of Common Stock offered hereby at an assumed initial public offering
price of $8.00 per share, and the application of the estimated net proceeds
therefrom as described under "Use of Proceeds," the net tangible book value of
the Company, as adjusted, at September 30, 1997 would have been $61,062,874,
or $4.32 per share. This amount represents an immediate dilution to new
investors of $3.68 per share and an immediate increase in as adjusted net
tangible book value per share to existing stockholders of $5.10 per share. The
following table illustrates this per share dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.................. $8.00
Net tangible book value per share at September 30, 1997........ $(0.78)
Increase in net tangible book value per share resulting from
the Offering.................................................. $ 5.10
------
Net tangible book value per share after the Offering............. $4.32
-----
Dilution to new investors........................................ $3.68
=====
</TABLE>

If the Underwriters' over-allotment option is exercised in full, the
increase in net tangible book value per share attributable to the Offering,
net tangible book value per share after the Offering, and dilution to new
investors would be $5.79, $5.02 and $2.99, respectively.

The following table sets forth at September 30, 1997, after giving effect to
the sale of the Common Stock offered by the Company in the Offering: (i) the
number of shares of Common Stock purchased from the Company by the sole
existing stockholder that will remain a stockholder after the Offering and the
total consideration and the average price per share paid to the Company for
such shares; (ii) the number of shares of Common Stock purchased by new
investors in the Offering from the Company and the total consideration and the
price per share paid by them for such shares; and (iii) the percentage of
shares purchased from the Company by such existing stockholder and the new
investors and the percentages of consideration paid to the Company for such
shares by such existing stockholder and new investors.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------ ------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing Stockholder
(1)(2)................... 4,139,095 29.3% $ 1,179,760 1.5% $ 0.29
New Investors............. 10,000,000 70.7 $80,000,000 98.5 8.00
---------- ----- ----------- ------
Total................... 14,139,095 100.0% $81,179,760 100.00%
</TABLE>
- --------

(1) The table does not reflect the purchase of 4,000,000 shares for $67,000 by
Summit, which will be redeemed by the Company upon consummation of the
Offering. If such transaction were included, the Total Consideration of
existing stockholders in the above table would be $1,246,760, or 1.5% of
the Total Consideration, and the Price Per Share of existing stockholders,
including Summit, would be $0.15 per share.

(2) Does not include: (i) 2,000,000 shares of Common Stock reserved for
issuance under the Company's 1997 Stock Option Plan, of which options to
purchase approximately 1,200,000 shares of Common Stock are expected to be
granted upon the consummation of the Offering at an exercise price per
share equal to the initial public offering price; (ii) 200,000 shares of
Common Stock reserved for issuance under the Company's 1997 Non-Employee
Directors Stock Plan, of which options to purchase 30,000 shares of Common
Stock are expected to be granted upon the consummation of the Offering at
an exercise price per share equal to the initial public offering price;
(iii) 424,173 shares of Common Stock subject to warrants to be granted to
a related party upon the consummation of the Offering at an exercise price
per share equal to the initial public offering price; and (iv) 494,868
shares of Common Stock subject to warrants to be granted to the
Representative of the Underwriters at an exercise price per share equal to
the initial public offering price. See "Management--1997 Stock Option
Plan," "--Employment and Severance Agreements," and "--1997 Non-Employee
Directors' Stock Plan," "Certain Transactions" and "Underwriting."

18
<PAGE>

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The tables on the following two pages present (i) selected audited (to the
extent described below) and unaudited historical financial data of the Company
and its wholly owned subsidiaries, and (ii) selected unaudited pro forma
financial data after giving effect to the acquisition by the Company of ICON
Capital and its affiliate, ICON Securities Corp. ("ICON Securities"), as if
such acquisitions had occurred at the beginning of the fiscal year ended March
31, 1997. The information for periods prior to August 21, 1996 is presented on
a combined basis, while the information for periods subsequent to such date is
presented on a consolidated basis.

The Company's historical data for the period from August 21, 1996 to March
31, 1997 is based on the audited historical financial statements of the
Company. The Company's historical data for the three- and six-month periods
ended September 30, 1997 and for the period from August 21, 1996 (formation of
the Company) to September 30, 1996 have been derived from the unaudited
financial statements of the Company appearing elsewhere herein, which
financial statements have been prepared on the same basis as the Company's
audited financial statements and, in the opinion of the Company, include all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the information set forth therein. The Company's results of
operations for the three- and six-month periods ended September 30, 1997 are
not necessarily indicative of results for the entire year ending March 31,
1998. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

The ICON Capital and ICON Securities historical data for each of the years
in the four-year period ended March 31, 1996 and for the period from April 1,
1996 to August 20, 1996 is based on the audited historical financial
statements of ICON Capital and ICON Securities. The ICON Capital and ICON
Securities historical data for the period from July 1, 1996 to August 20, 1996
have been derived from the unaudited interim financial statements of ICON
Capital and ICON Securities, which financial statements have been prepared on
the same basis as ICON Capital's and ICON Securities' audited financial
statements and, in the opinion of the Company, include all adjustments
(consisting only of normal recurring adjustments) necessary to fairly present
the information set forth therein.

The unaudited pro forma financial information presents the consolidated
results of operations of the Company as if the acquisitions of ICON Capital
and ICON Securities had occurred at the beginning of the fiscal year ended
March 31, 1997, after giving effect to certain adjustments, including the
amortization of goodwill (i.e., costs in excess of net assets of businesses
acquired), increased interest expense from debt assumed to have been issued to
fund the acquisition, elimination of management fees paid to a former parent
of ICON Securities, and the income tax effects of the aforementioned. This pro
forma financial information does not necessarily reflect the results of
operations as they would have been if the Company, ICON Capital and ICON
Securities had constituted a single entity during such periods, and is not
necessarily indicative of results which may be obtained in the future.

This data should be read in conjunction with the consolidated financial
statements of the Company and the combined financial statements of ICON
Capital and ICON Securities, and the related notes thereto, included elsewhere
herein and in conjunction with the unaudited pro forma financial information,
including the notes thereto, appearing elsewhere in this Prospectus.

19
<PAGE>

SELECTED CONSOLIDATED AND COMBINED FINANCIAL DATA
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
ENDED ENDED
YEAR ENDED MARCH 31, SEPTEMBER 30, SEPTEMBER 30,
----------------------------------- ------------------ ------------------
1993 1994 1995 1996 1997(1) 1996 1997(1) 1996 1997(1)
------ ------ ------ ------ ------- ------ ----------- ------ -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Revenues:
Fees--managed
partnerships.......... $9,392 $8,588 $8,437 $9,376 $12,180 $5,661 $ 5,315 $3,479 $ 3,084
Rental income from
operating lease....... -- 198 661 1,010 1,542 1,028 -- 514 --
Interest income and
other income.......... 150 48 37 59 120 23 82 15 28
------ ------ ------ ------ ------- ------ ----------- ------ -----------
Total revenues....... 9,542 8,834 9,135 10,445 13,842 6,712 5,397 4,008 3,112
------ ------ ------ ------ ------- ------ ----------- ------ -----------
Expenses:
Selling, general, and
administrative........ 8,439 7,399 7,190 8,495 8,208 3,962 4,421 1,938 2,215
Depreciation and
amortization.......... 530 768 1,030 1,455 2,098 1,162 374 606 146
Interest expense....... 31 173 389 361 809 277 354 183 152
Amortization of
goodwill.............. -- -- -- -- 574 95 457 95 229
Other.................. -- 339 225 -- -- -- -- -- --
------ ------ ------ ------ ------- ------ ----------- ------ -----------
Total expenses....... 9,000 8,679 8,834 10,311 11,689 5,496 5,606 2,822 2,742
------ ------ ------ ------ ------- ------ ----------- ------ -----------
Income (loss) before
provision for income
taxes and
extraordinary item.... 542 155 301 134 2,153 1,216 (209) 1,186 370
Provision for income
taxes................. 141 43 138 75 1,128 605 50 605 191
------ ------ ------ ------ ------- ------ ----------- ------ -----------
Income (loss) before
extraordinary item.... 401 112 163 59 1,025 611 (259) 581 179
Extraordinary item-gain
on early
extinguishment of debt
(net of applicable
income taxes of $49).. -- -- -- -- -- -- 73 -- --
------ ------ ------ ------ ------- ------ ----------- ------ -----------
Net income (loss)...... $ 401 $ 112 $ 163 $ 59 $ 1,025 $ 611 $ (186) $ 581 $ 179
====== ====== ====== ====== ======= ====== =========== ====== ===========
Pro forma weighted
average number of
shares of Common Stock
outstanding and
equivalents(2)........ -- -- -- -- -- -- 15,058,136 -- 15,058,136
====== ====== ====== ====== ======= ====== =========== ====== ===========
Pro forma earnings
(loss) per share of
Common Stock and
equivalents
outstanding(2) ....... -- -- -- -- -- -- $ (0.01) -- $ 0.01
====== ====== ====== ====== ======= ====== =========== ====== ===========
</TABLE>

<TABLE>
<CAPTION>
MARCH 31,
----------------------------------- SEPTEMBER 30,
1993 1994 1995 1996 1997(1) 1997(1)
------ ------ ------ ------ ------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Assets:
Cash........................ $ 441 $ 557 $ 391 $ 185 $ 747 $ 157
Receivables from managed
partnerships............... 956 1,399 1,915 2,023 1,324 1,360
Prepaid and other assets.... 595 712 552 790 580 1,104
Fixes assets and leasehold
improvements, net.......... 1,182 1,144 952 781 752 686
Goodwill, net............... -- -- -- -- 8,270 7,813
Investment in operating
lease, net................. -- 5,234 4,913 4,261 -- --
------ ------ ------ ------ ------- -------
Total assets................ $3,174 $9,046 $8,723 $8,040 $11,673 $11,120
====== ====== ====== ====== ======= =======
Liabilities and
Stockholders' Equity:
Accounts payable and
accrued expenses........... $ 576 $ 764 $ 517 $ 872 $ 1,648 $ 1,203
Subordinated notes
payable.................... -- -- -- -- 2,399 2,213
Notes payable............... 1,028 6,004 5,332 4,308 3,538 3,402
Deferred income taxes,
net........................ 96 274 410 484 1,533 1,632
Deferred management fees--
managed partnerships....... -- 418 715 668 758 789
------ ------ ------ ------ ------- -------
Total liabilities........... 1,700 7,460 6,974 6,332 9,876 9,239
------ ------ ------ ------ ------- -------
Redeemable Stock............ -- -- -- -- -- 270
Total Stockholders' equity.. 1,474 1,586 1,749 1,708 1,797 1,611
------ ------ ------ ------ ------- -------
Total liabilities and
stockholders' equity..... $3,174 $9,046 $8,723 $8,040 $11,673 $11,120
====== ====== ====== ====== ======= =======
</TABLE>
- -------
(1) As discussed in Note 2 of the Notes to the Consolidated and Combined
Financial Statements, ICON Capital and ICON Securities were acquired by
ICON Holdings on August 21, 1996 in a business combination accounted for
as a purchase. As a result of such acquisition, the financial information
for the period after the acquisition is presented on a different cost
basis than that for the periods before the acquisition and, therefore, the
amounts for the year ended March 31, 1997 and the three and six months
ended September 30, 1997 are not comparable to the other periods presented
in this table as a result of goodwill and its related amortization.

(2) Gives effect to the Stock Split, the 10,000,000 shares offered hereby, the
redemption of 4,000,000 shares owned by Summit, the conversion of
indebtedness owed to a related party into 139,095 shares (assuming an
initial public offering price of $8.00 per share), and the issuance of
919,041 shares issuable under warrants to be granted upon the
effectiveness of the Offering. See "Certain Transactions" and
"Underwriting."

20
<PAGE>

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
TOTAL FOR THE FOR THE
YEAR ENDED YEAR ENDED
MARCH 31, PRO FORMA MARCH 31,
1997(1) ADJUSTMENTS 1997
------------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Fees-managed partnerships........... $12,180,238 $ -- $12,180,238
Rental income from operating lease.. 1,541,647 -- 1,541,647
Interest income and other income.... 119,891 -- 119,891
----------- --------- -----------
Total revenues.................... 13,841,776 -- 13,841,776
----------- --------- -----------
Expenses:
Selling, general and
administrative..................... 8,208,308 (298,503)(2) 7,909,805
Amortization of goodwill............ 574,500 339,754 (3) 914,254
Depreciation and amortization....... 2,097,354 -- 2,097,354
Interest expense.................... 808,854 263,838 (4) 1,072,692
----------- --------- -----------
Total expenses.................... 11,689,016 305,089 11,994,105
----------- --------- -----------
Income before provision for income
taxes.............................. 2,152,760 (305,089) 1,847,671
Provision for income taxes............ 1,127,788 13,866 1,141,654
----------- --------- -----------
Net income............................ $ 1,024,972 $(318,955) $ 706,017
=========== ========= ===========
</TABLE>
- --------
(1) As discussed in Note 2 to the Notes to the Consolidated and Combined
Financial Statements, ICON Capital and ICON Securities were acquired by
ICON Holdings on August 21, 1996 in a business combination accounted for
as a purchase. As a result of such acquisition, the financial information
for the period after the acquisition is presented on a different cost
basis than that for the periods before the acquisition and, therefore, the
amounts in the total column for the year ended March 31, 1997 are not
comparable to the years ended March 31, 1996 and 1995 as a result of
goodwill and its related amortization.
(2) Adjustment relates to management fees paid by ICON Securities to its
former parent.
(3) Adjustment relates to amortization of goodwill.
(4) Adjustment relates to interest expense associated with notes payable-
seller financing.

21
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following analysis of the financial condition and the results of
operations should be read in conjunction with Selected Consolidated and
Combined Financial and Operating Data, the Company's consolidated financial
statements and the notes thereto and other financial data included elsewhere
in this Prospectus. This Prospectus contains forward-looking statements which
involve risks and uncertainties. The Company's actual results may differ from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in
"Risk Factors."

GENERAL

The Company's operating results following the Offering are anticipated to be
significantly different from its results prior to the Offering due to changes
in the nature of the Company's business resulting from the substantial
increase in the Company's capital resources. Upon completion of the Offering,
the Company intends to use a substantial portion of the proceeds to acquire
large ticket Seasoned Leases and, to a lesser extent, to engage in small
ticket financing transactions that may be subsequently securitized. The
Company will also continue to engage in equipment leasing and financing
activities through the ICON Partnerships. As a result, following the Offering,
a majority of the Company's revenues are expected to be derived from large
ticket Seasoned Lease acquisition and remarketing activities, while a smaller
portion will be derived from fees from the ICON Partnerships and other
activities.

Revenues from investments in large ticket Seasoned Leases will consist of
finance income from investments in direct finance and leveraged leases, rental
income from operating leases, and gains, if any, from equipment sale proceeds
that exceed the carrying value of the residual. The Company may from time to
time collaterally assign all or a portion of its lease portfolio to a lender
to secure related borrowings. Depending on the use of leverage, the timing of
the recognition of revenue and the receipt of cash will vary. A portion of the
unearned income from direct finance and leveraged leases relates to the
residual value that was estimated at inception of the lease and has been
accrued over the life of the lease. The ultimate realization of that income is
dependent upon the receipt of cash at lease expiry. If during the term of a
lease, the Company determines that the residual value is impaired, then the
Company will write it down to the then-estimated realizable value.

Historically, revenues have consisted primarily of fees paid to ICON Capital
for services rendered to the ICON Partnerships and rental income from an
operating lease. Fees from the ICON Partnerships are earned for the
acquisition, management and administration of ICON Partnership lease
portfolios, and the organization, offering and related underwriting of each
ICON Partnership. In addition, the Company receives distributions from the
ICON Partnerships with respect to its general partnership interest therein.
Acquisition fees are earned based on the purchase price or principal amount of
each transaction entered into on behalf of the ICON Partnerships. Management
fees are earned for the active management of equipment subject to lease and
equipment financing transactions for the ICON Partnerships. This fee is based
on a percentage of the gross rental payments for equipment leases held
thereby. Organization, offering and underwriting fees are based on investment
units sold during the offering stage of the ICON Partnerships.

ICON Holdings was formed for the purpose of acquiring ICON Capital and ICON
Securities, which, although affiliates, were not part of the same consolidated
group at that time. Therefore, the historical financial statements have been
prepared on a combined basis through August 20, 1996, and on a consolidated
basis for the period from August 21, 1996 to September 30, 1997.

PROSPECTIVE ACCOUNTING AND REVENUE RECOGNITION POLICIES

The manner in which the acquisition of large ticket Seasoned Leases and the
origination, acquisition and securitization of small ticket leases are
characterized and reported for accounting purposes has a significant impact
upon the Company's reported revenue, net income and its resulting financial
position. The Company classifies its lease transactions, as required by
Statement of Financial Accounting Standards No. 13, Accounting

22
<PAGE>

for Leases ("SFAS No. 13") as: (i) direct financing, (ii) leveraged leases, or
(iii) operating leases. The timing of recognition of revenues and expenses for
each lease will vary depending on the lease classification. Lease accounting
methods significant to the Company's business are discussed below.

Direct Financing. Direct financing leases transfer substantially all
benefits and risks of equipment ownership to the lessee. A lease is a direct
financing lease if the creditworthiness of the lessee and the collectibility
of lease payments are reasonably certain and it meets one of the following
criteria: (i) the lease transfers ownership of the equipment to the customer
by the end of the lease term, (ii) the lease contains a bargain purchase
option, (iii) the lease term at inception represents at least 75% of the
estimated economic life of the leased equipment, or (iv) the present value of
the minimum lease payments is at least equal to 90% of the fair market value
of the leased equipment at inception of the lease.

Direct finance leases are recorded as investment in direct finance leases
upon acceptance of the equipment by the lessee. At the inception of the lease,
unearned lease income is recorded, which represents the amount by which the
gross lease payments receivable plus the estimated unguaranteed residual value
of the equipment exceeds the equipment cost. Unearned lease income is
recognized, using the interest method, as lease revenue over the lease term.

Leveraged Leases. Leveraged leases meet the definition of direct financing
leases and also include the following characteristics: (i) the lease involves
three parties--a lessee, a lender and a lessor, (ii) the lender provides
substantial amounts of non-recourse financing and (iii) the lessor's net
investment declines during the early years once the investment has been
completed and rises during the later years of the lease before its lease term
ends. Net investment in leveraged leases consists of minimum lease payments
receivable, estimated unguaranteed residual values and the initial direct
costs related to the leases, net of the unearned income and principal and
interest on the related non-recourse debt. Unearned income is recognized as
income from leveraged leases over the life of the lease at a constant rate of
return on the positive net investment.

Operating Leases. All leases that do not meet the criteria to be classified
as direct financing or leveraged leases are accounted for as operating leases.
Lease revenue is comprised of rentals that are accrued on a straight-line
basis over the lease term. The Company's cost of the leased equipment is
recorded on the balance sheet as investment in operating lease equipment, and
is depreciated on a straight-line basis over the lease term to the estimated
residual value.

Residual Values. Residual values represent the Company's estimated value of
the equipment at the end of the initial lease term. The residual values for
direct financing and leveraged leases are recorded as investment in direct
financing and leveraged leases. The residual values for operating leases are
included as a component of the leased equipment's net book value. The
estimated residual values will vary, both in amount and as a percentage of the
original equipment cost, depending upon several factors, including the
equipment type, manufacturer's discount, market conditions, the term of the
lease and other factors.

The Company's policy with respect to impairment of estimated residual values
will be to review, on a quarterly basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable and, therefore, an impairment loss should be recognized. The
events or changes in circumstances which generally indicate that the residual
value of an asset has been impaired are (i) the estimated fair value of the
underlying equipment is less than the Company's carrying value or (ii) the
lessee is experiencing financial difficulties and it does not appear likely
that the estimated proceeds from disposition of the asset will be sufficient
to satisfy the remaining obligation to the non-recourse lender and the
Company's residual position. Generally, in the latter situation, the residual
position relates to equipment subject to third-party non-recourse notes
payable where the lessee remits its rental payments directly to the lender and
the Company does not recover its residual until the non-recourse note
obligation is repaid in full.

The Company will determine its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Company from remarketing the equipment. Generally, quoted
market prices will be used as the basis for measuring whether an impairment
loss should be recognized.

23
<PAGE>

The Company will seek to realize the estimated residual value at lease
termination through: (i) renewal or extension of the original lease; (ii) sale
of the equipment either to the lessee or in the secondary market; or (iii)
lease of the equipment to a new user. The difference between the proceeds of a
sale and the remaining estimated residual value will be recorded as a gain or
loss in lease revenues when the title is transferred to the buyer.

Allowance for Losses. Management will evaluate the collectibility of its
leases based on the level of recourse provided, if any, delinquency
statistics, historical loss experience, current economic conditions and other
relevant factors. The Company will provide an allowance for credit losses for
leases that are considered impaired.

Initial Direct Costs. Initial direct costs related to the origination of
direct finance and leveraged leases are capitalized and recorded as part of
the investment in direct financing and leveraged leases, and will be amortized
over the terms of the related leases using the interest method. Initial direct
costs related to the origination of operating leases are capitalized and
amortized on the straight-line method over the lease terms.

Small Ticket Warehousing and Securitization. The Company expects to fund the
initial acquisition and origination of small ticket financing transactions
through warehouse finance facilities. The Company anticipates that the
transactions financed thereunder will be refinanced from time to time through
securitizations or other structured finance transactions. In such
securitizations, the Company anticipates it will sell a pool of leases to a
wholly owned, special-purpose subsidiary of the Company. The special-purpose
subsidiary will issue and sell notes or other securities secured by such
leases and the underlying equipment. The Company generally will retain the
right to service the leases it sells through securitizations, receive a fee
for performing such services, and retain any excess cash flows from the lease
pool.

In June 1996, the Financial Accounting Standards Board adopted Statement of
Financial Accounting Standard No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities" ("SFAS No. 125"). SFAS
No. 125 is generally effective for transactions occurring after December 31,
1996. Among other things, SFAS No. 125 requires that servicing assets and
other retained interests in transferred assets be measured by allocating the
previous carrying amount between the assets sold, if any, and retained
interests, if any, based on relative fair values at the date of transfer.
Under SFAS No. 125, the Company will record a servicing asset representing the
excess of estimated fees to be received over expenses to be incurred in
servicing leases sold through securitizations. The effect will be to decrease
the cost basis allocable to the senior and subordinated securities and trust
certificates issued in connection with the Company's securitization
transactions.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996

The Company acquired $65,111,069 and $91,475,040 (such amounts including
cash paid and debt incurred or assumed) in equipment subject to lease and
financing transactions on behalf of the ICON Partnerships, and raised
$7,632,264 and $5,242,597 of ICON Partnership capital for the three months
ended September 1997 and 1996, respectively. As of September 30, 1997 and
1996, the Company managed equipment subject to lease and other assets on
behalf of the ICON Partnerships with a book value of $255,381,779 and
$229,195,681, respectively.

Total revenues decreased by $896,252 or 22.4% from $4,007,946 to $3,111,694
from the three months ended September 30, 1996 to the three months ended
September 30, 1997. The decrease in revenues was primarily due to a decrease
in acquisition fees of $1,040,839, and the early termination of an operating
lease in December 1996, which reduced rental income from operating leases by
$513,882. Those decreases in total revenues were partially offset by an
increase in management fees of $507,591, an increase in organization,
offering, distribution and underwriting fees of $137,887 and an increase in
interest income and other income of $12,991. The decrease in acquisition fees
is attributable to an unusually high volume of lease acquisitions during the
three months ended September 30, 1996 resulting from the expeditious
deployment of uninvested cash in the ICON Partnerships following the
acquisition of ICON Capital and ICON Securities by the Company (the
"Acquisition"). In general, the Company expects that investment activity on
behalf of the ICON Partnerships will be commensurate with equity raised
through the sale of partnership interests. Management fees increased due to
the increase in the average size of lease portfolios managed by the Company.
Organization, offering, distribution and underwriting fees increased due to
growth in the sale of interests in the ICON Partnerships. The increase in
interest and other income is primarily due to an increase in fee income
earned.

24
<PAGE>

Selling, general and administrative expenses increased by $277,565 or 14.3%
from $1,937,795 to $2,215,360, from the three months ended September 30, 1996
to the three months ended September 30, 1997. The increase in selling, general
and administrative expenses was due primarily to an increase in salaries and
benefits of $260,208 and an increase in travel and lodging of $38,663.
Salaries and benefits have increased due to the Company's recruitment of
additional senior executives at an average salary that is higher than in the
comparable prior period. Travel and lodging increased due to: (i) increased
business development travel with respect to new transactions, and (ii)
expenses incurred to increase the sale of interests in the ICON Partnerships
by recruiting new broker/dealers.

Depreciation and amortization decreased by $459,724 or 75.9% from $605,607
to $145,883 from the three months ended September 30, 1996 to the three months
ended September 30, 1997. Depreciation and amortization includes the
amortization of the costs of organizing and offering the sale of interests in
the ICON Partnerships and the depreciation and amortization of fixed assets,
leasehold improvements, and equipment under an operating lease. This decrease
was primarily due to a decrease in depreciation of equipment under an
operating lease of $431,186 as a result of the early termination of the lease.

The amortization of goodwill increased by $133,220 or 139.7% from $95,344 to
$228,564 from the three months ended September 30, 1996 to the three months
ended September 30, 1997. The Company's goodwill (i.e., costs in excess of net
assets of business acquired) relates to the Acquisition. This increase is the
result of amortizing goodwill for the entire three-month period in 1997 as
compared to recognizing slightly more than a month of amortization in the
three-month period ended September 30, 1996.

Interest expense decreased from $183,412 to $152,307 or 17.0% from the three
months ended September 30, 1996 to the three months ended September 30, 1997.
The decrease in interest expense is due primarily to the decrease in interest
on non-recourse financings of $82,696 as a result of the early termination of
the operating lease.

Net income decreased $401,786 or 69.2% from net income of $580,822 for the
three months ended September 30, 1996 to net income of $179,036 for the three
months ended September 30, 1997. The decrease is primarily attributable to an
increase in amortization of goodwill and a decrease in revenues.

Six Months Ended September 30, 1997 Compared to Six Months Ended September
30, 1996

The Company acquired $82,145,308 and $92,328,966 (including cash paid and
debt incurred or assumed) in equipment subject to lease and equipment
financing transactions on behalf of the ICON Partnerships, and raised
$13,866,539 and $12,544,192 of ICON Partnership capital for the six months
ended September 30, 1997 and 1996, respectively.

Total revenues decreased by $1,315,005 or 19.6% from $6,712,045 to
$5,397,040 from the six months ended September 30, 1996 to the six months
ended September 30, 1997. The decrease in revenue was primarily due to a
decrease in acquisition fees of $1,128,882, and the early termination of an
operating lease in December 1996, which reduced rental income from operating
leases by $1,027,764. Those decreases were partially offset by an increase in
management fees of $709,372, an increase in organization, offering,
distribution and underwriting fees of $73,575 and an increase in interest
income and other income of $180,900. The decrease in acquisition fees is
attributable to an unusually high volume of lease acquisitions during the six
months ended September 30, 1996 resulting from the expeditious deployment of
available cash in the ICON Partnerships. In general, the Company expects that
investment activity on behalf of the ICON Partnerships will be commensurate
with equity raised. Management fees increased due to the increase in the
average size of lease portfolios managed by the Company. Organization,
offering, distribution and underwriting fees increased due to growth in the
sale of interests in the ICON Partnerships following the Acquisition.

Selling, general and administrative expenses increased by $459,316 or 11.6%
from $3,961,671 to $4,420,987, from the six months ended September 30, 1996 to
the six months ended September 30, 1997. The increase in selling, general and
administrative expenses was due primarily to an increase in travel and lodging
of

25
<PAGE>

$222,514, an increase in salaries and benefits of $90,656, and an increase in
rent and utilities of $33,231. Salaries and benefits have increased due to the
Company's recruitment of additional senior executives at an average salary
that is higher than in the comparable prior period.

Depreciation and amortization decreased by $787,670 or 67.8% from $1,161,770
to $374,100, from the six months ended September 30, 1996 to the six months
ended September 30, 1997. This decrease was primarily due to a decrease in
depreciation of equipment under an operating lease of $852,868 as a result of
the early termination of the lease.

The amortization of goodwill increased by $361,783 or 379.5% from $95,344 to
$457,127 from the six months ended September 30, 1996 to the six months ended
September 30, 1997. The Company's goodwill (i.e., costs in excess of net
assets of businesses acquired) relates to the acquisition of ICON Capital and
ICON Securities by the Company on August 21, 1996. This increase is the result
of amortizing goodwill for the entire six month period in 1997 as compared to
recognizing slightly more than a month of amortization in the six month period
ended September 30, 1996.

Interest expense increased from $277,000 to $353,908 or 27.8% from the six
months ended September 30, 1996 to the six months ended September 30, 1997.
The increase in interest expense is due primarily to a full six months of
interest on the debt associated with the acquisition of ICON Capital and ICON
Securities, partially offset by the decrease in interest on non-recourse
financings of $174,897 as a result of the early termination of the operating
lease.

During the six months ended September 30, 1997 the Company refinanced the
notes payable-seller financing with proceeds received from a $3,000,000 term
loan. The Company realized a gain of $122,206 ($73,324 net of related taxes)
in connection with the early extinguishment of the debt. The gain has been
recorded as an extraordinary item.

Net income decreased $797,557 from net income of $611,294 for the six months
ended September 30, 1996 to a net loss of $186,263 for the six months ended
September 30, 1997. The net loss is due to increases in amortization of
goodwill and interest expense, both attributable to the Acquisition and the
other factors described above.

Year Ended March 31, 1997 Compared to Year Ended March 31, 1996

The Company acquired $204,153,662 and $94,415,959 (including cash paid and
debt assumed or incurred) in equipment subject to lease and equipment
financing transactions on behalf of the ICON Partnerships, and raised
$24,193,537 and $27,463,913 of ICON Partnership capital for fiscal 1997 and
1996, respectively. As of March 31, 1997 and 1996, the Company managed
equipment subject to lease on behalf of the ICON Partnerships with a net
investment of $258,784,493 and $230,550,843, respectively.

Total revenues increased by $3,397,285 or 32.5% from $10,444,491 to
$13,841,776, from fiscal 1996 to fiscal 1997. The increase in revenues was due
primarily to an increase in acquisition fees of $2,444,401, an increase in
rental income from an operating lease of $531,891, an increase in management
and administrative fees of $295,330, and an increase in organization,
offering, distribution and underwriting fees of $64,711. The increase in
acquisition fees was caused by an increase in lease transactions entered into
on behalf of the ICON Partnerships. Rental income from an investment in an
operating lease increased due to an acceleration of rental receivables upon
early termination. Management and administrative fees increased due to the
increase in the average size of lease portfolios managed by the Company on
behalf of the ICON Partnerships. Organization, offering, distribution and
underwriting fees increased due to an increase in capital raised for the ICON
Partnerships.

Selling, general and administrative expenses decreased by $286,251 or 3.4%
from $8,494,559 to $8,208,308, from fiscal 1996 to fiscal 1997. The decrease
in selling, general and administrative expenses was due primarily to a
decrease in salaries and benefits of $493,078, and a decrease in management
fees paid by ICON Securities to its former parent of $163,691. These decreases
were partially offset by an increase in travel and lodging of $187,893.
Salaries and benefits decreased due to a temporary reduction in the number of
employees; positions which have since been filled with new hires. Travel and
lodging increased due to: (i) temporary expenses resulting from employee
travel to Company headquarters prior to the opening of the Boston

26
<PAGE>

office, (ii) increased national business development travel with respect to
new transactions, and (iii) expenses incurred to increase the sale of
interests in ICON Partnerships by recruiting new broker/dealers.

Depreciation and amortization increased $642,045 or 44.1% from $1,455,309 to
$2,097,354 from fiscal 1996 to fiscal 1997. This increase was primarily due to
an acceleration of depreciation of equipment under an operating lease.

The amortization of goodwill for fiscal 1997 relates to the costs in excess
of net assets acquired in connection with the August 20, 1996 acquisition of
ICON Capital and ICON Securities.

Interest expense increased by $447,782 or 124.0% from $361,072 to $808,854
from fiscal 1996 to fiscal 1997. The increase in interest expense is due
primarily to the interest expense on the debt associated with the Acquisition.

Net income increased $966,084 from net income of $58,888 for fiscal 1996 to
$1,024,972 for fiscal 1997. This increase is attributable to an overall
increase in revenues partially offset by an increase in the amortization of
goodwill and an increase of interest expense.

Year Ended March 31, 1996 Compared to Year Ended March 31, 1995

The Company acquired $94,415,959 and $117,941,656 (in cash paid and debt
assumed or incurred) in equipment subject to lease and financing transactions
on behalf of the ICON Partnerships, and raised $27,463,913 and $18,216,586 of
capital on behalf of the ICON Partnerships, for fiscal 1996 and 1995,
respectively. As of March 31, 1996 and 1995, the Company managed leased
equipment on behalf of the ICON Partnerships with a net investment of
$230,550,843 and $197,122,087, respectively.

Total revenues increased by $1,309,350 or 14.3% from $9,135,141 to
$10,444,491, from fiscal 1995 to fiscal 1996. The increase in revenues was due
partly to an increase in management and administrative fees of $1,049,302, an
increase in organization, offering, distribution and underwriting fees of
$607,172 and an increase in rental income of $348,591. These increases were
partially offset by a decrease in acquisition fees of $717,453. Management
fees increased due to the increase in the average size of lease portfolios
managed by the Company. Organization, offering, distribution and underwriting
fees increased due to an increase in the sale of interests in the ICON
Partnerships. Acquisition fees decreased due to a reduction in new lease
transactions entered into for the ICON Partnerships. Rental income increased
from 1995 to 1996 due to a lease restructuring and renewal in 1996.

Selling, general and administrative expenses increased by $1,305,139 or
18.1% from $7,189,420 to $8,494,559 from fiscal 1995 to fiscal 1996. The
increase in selling, general and administrative expenses was due primarily to
an increase in salaries and benefits of $466,681, an increase in management
fees paid by ICON Securities to its parent of $292,107 and an increase in
travel and lodging costs of $107,905. Salaries and benefits increased due to
growth in the number of employees from fiscal 1995 to fiscal 1996 and the
effects of pay increases over that period.

Depreciation and amortization increased $424,864 or 41.2% from $1,030,445 to
$1,455,309 from fiscal 1995 to fiscal 1996. This increase was primarily due to
an increase of $100,409 in the amortization of the costs of organizing and
offering the sale of interests in ICON Partnerships and an increase in
depreciation of equipment under operating leases of $332,278 as a result of
acceleration of depreciation, partially offset by a decrease in the
depreciation of fixed assets and amortization of leasehold improvements of
$7,823 due to a decrease in the average amount of depreciable assets.

Interest expense decreased by $28,144 or 7.2% from $389,216 to $361,072 from
fiscal 1995 to fiscal 1996. The decrease in interest expense is due primarily
to the reduction in debt outstanding.

Net income decreased $104,429 from net income of $163,317 for fiscal 1995 to
$58,888 for fiscal 1996. This decrease was primarily due to an increase in
selling, general and administrative expenses and depreciation and amortization
partially offset by an increase in revenue.

27
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's net cash flow is comprised of cash flow from operations,
investing and financing activities. Historically, the Company has financed its
operations primarily through fees earned from the management of the ICON
Partnerships.

Cash Flow From Operations. The Company generated cash flow from operating
activities of ($492,088) and $2,972,377 during the six months ended September
30, 1997 and 1996, respectively. Cash flow from operating activities was lower
than the net loss of $186,263 and higher than the net income of $611,294, for
the six months ended September 30, 1997 and 1996, respectively, primarily as a
result of changes in non-cash expenses such as depreciation and amortization
and changes in other assets and liabilities. The Company generated cash flow
from operating activities of $4,159,895, $344,203 and $491,972 for fiscal
1997, 1996 and 1995, respectively. Cash flow from operating activities was
higher than net income of $1,024,972, $58,888 and $163,317 for fiscal 1997,
1996 and 1995, respectively, primarily as a result of non-cash expenses such
as depreciation and amortization. A significant increase in cash flows from
operating activities for fiscal 1997, relative to net income for fiscal 1997,
also resulted from the significant increase in deferred taxes generated as a
result of the higher earnings which are payable in the future.

Cash Flow From Investing Activities. The Company generated cash flow from
investing activities of ($118,978) and $2,703,200 for the six months ended
September 30, 1997 and 1996, respectively, and $2,774,433, $158,694 and
$370,766 in fiscal 1997, 1996 and 1995, respectively. The Company's use of
cash flow for investing activities historically has been related to the
acquisition of fixed assets for the Company and the costs associated with the
sale of interests in the ICON Partnerships. During fiscal March 31, 1997 (and
the six months ended September 30, 1996) however, the Company acquired all the
outstanding common stock of ICON Capital and ICON Securities, which included
the use of $2,683,000 of the Company's available cash.

Cash Flow From Financing Activities. The Company generated cash flow from
financing activities of $20,911 and ($262,097) for the six months ended
September 30, 1997 and 1996, respectively, and ($823,209), ($391,407) and
($287,908) in fiscal 1997, 1996 and 1995, respectively. Historically, the
Company's cash used in financing activities has been limited to principal
payments on outstanding indebtedness associated with the purchase of furniture
and fixtures. For the year ended March 31, 1997, cash flow from the Company's
financing activities included $134,000 in equity and $2,599,000 in
subordinated indebtedness when the Company was initially capitalized. These
funds, along with seller financing, were used to acquire the outstanding
common stock of ICON Capital and ICON Securities on August 21, 1996. In
addition, in June 1997, the Company refinanced the remaining portion of its
notes payable to the seller with a $3,000,000 loan that is to be repaid over
36 monthly installments of $99,177 with an interest rate of 11.5%. On August
21, 1997, ICON Capital entered into a one-year renewable unsecured line of
credit agreement. The maximum amount available under the line of credit
agreement is $600,000, all of which was outstanding as of September 30, 1997.

Future Liquidity. The Company's lease finance business will be capital
intensive and will require access to substantial short-term and long-term
credit to fund new equipment leases and financing. Immediately following the
Offering and after application of the proceeds as described in "Use of
Proceeds," the Company will have approximately $61.5 million (assuming an
initial public offering price per share of $8.00) in cash, most of which it
intends to deploy expeditiously to acquire large ticket Seasoned Leases. The
Company's uses of cash may also include payment of interest expense, repayment
of borrowings, operating and administrative expenses, income taxes and capital
expenditures. The Company believes that the net proceeds from the Offering,
along with non-recourse asset-backed financing and cash from operations, will
be sufficient to fund its operations and lease acquisitions through 1998. The
Company anticipates it will fund the initial acquisition and origination of
small ticket financing transactions on behalf of the Company through warehouse
finance facilities. The Company anticipates that the transactions financed
thereby will be refinanced from time to time through securitizations or other
structured finance transactions.

28
<PAGE>

THE COMPANY

ICON Holdings is a Delaware corporation incorporated in May 1996 for the
purpose of acquiring ICON Capital Corp., a Connecticut corporation established
in 1985 and ICON Securities Corp., a New York corporation formed in 1982,
which is a National Association of Securities Dealers ("NASD") registered
broker-dealer. The Common Stock of ICON Holdings is currently owned fifty
percent by Summit Asset Holding L.L.C. ("Summit"), an indirect subsidiary of
Summit Group Plc, a diversified financial and business services group based in
the United Kingdom, and fifty percent by Warrenton Capital Partners L.L.C.
("Warrenton"), the owners of which are the three top executives of the
Company; Beaufort J. B. Clarke, Paul B. Weiss and Thomas W. Martin. The shares
of Common Stock owned by Summit will be redeemed by the Company upon
consummation of the Offering. See "Certain Transactions." Following the
acquisition of ICON Capital in August 1996, the Company established a new
wholly owned subsidiary, ICON Funding Corp. ("ICON Funding"), a Delaware
corporation, to expand the group's origination and funding of small ticket
financing transactions and to develop a securitization capability. In
connection with the Offering, the Company recently formed a new wholly owned
subsidiary, ICON Leasing Corp. ("ICON Leasing"), a Delaware corporation, to
acquire, hold for investment and remarket large ticket Seasoned Leases. Upon
completion of the Offering, ICON Holdings will be engaged in no business other
than serving as the holding company for ICON Leasing, ICON Capital, ICON
Funding and ICON Securities and other non-material subsidiaries.

The Company's principal executive offices are located at 600 Mamaroneck
Avenue, Harrison, New York 10528-1632 and its telephone number at such address
is (914) 698-0600.

Set forth below is an organizational chart illustrating the relationship
between ICON Holdings and each of its material operating subsidiaries and the
principal activities of each such subsidiary.

ICON HOLDINGS CORP.

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

ICON ICON ICON ICON
Leasing Funding Capital Securities
Corp. Corp. Corp. Corp.

Acquisition Small Ticket General NASD Broker-
of Large Financing Partner of Dealer
Ticket Transactions ICON Managing Sale
Seasoned and Partnerships of Interests
Leases Securitizations in ICON
Partnerships

29
<PAGE>

BUSINESS

The Company is a specialty finance company engaged in equipment leasing and
financing. The Company intends, through its new ICON Leasing subsidiary, to
use the proceeds of the Offering primarily to acquire, hold for investment and
remarket large ticket Seasoned Leases. A "large ticket" equipment lease
involves equipment with an original equipment cost in excess of $1 million,
and typically in excess of $10 million as in the case of aircraft and marine
vessels. An equipment lease is considered a "Seasoned Lease" by the Company
when its remaining term is short enough (often the last third of the lease
term) that (i) the Company can confidently estimate the likely residual value
of the underlying equipment at lease expiry, and (ii) most of the Company's
total return from such lease is expected to be derived from the realization of
such residual value at lease expiry by selling or re-leasing such equipment to
the lessee or to a third party. The Company believes that currently there are
relatively few participants in the market for large ticket Seasoned Leases
and, consequently, opportunities exist for experienced participants to achieve
attractive returns. To date, the only acquisitions of large ticket Seasoned
Leases by the Company have been by its ICON Capital subsidiary on behalf of
limited partnerships (the "ICON Partnerships") which ICON Capital sponsors and
manages. Prior to August 1996, when current management assumed control, the
ICON Partnerships were invested almost entirely in "small ticket" leases
(those involving equipment with an original equipment cost less than $1
million and typically less than $150,000, as in the case of computers or
office equipment). Under new management, since August 1996 ICON Capital has
invested, or committed to invest, more than $207 million (as measured by gross
purchase price) on behalf of the ICON Partnerships in large ticket Seasoned
Lease transactions such as aircraft leased to Airbus Industries, US Airways,
Inc., Continental Airlines, Inc. and Federal Express Corporation; marine
vessels leased to Occidental Petroleum Corporation and SEACOR-Smit, Inc.;
tractor-trailer equipment leased to Wal-Mart Stores, Inc.; drilling rig
equipment leased to Rowan Cos., Inc.; and telecommunications equipment leased
to America Online, Inc. and Texas Utilities Services, Inc. See "--Recent
Transactions." The proceeds of the Offering will enable the Company to pursue
Seasoned Lease acquisition opportunities for its own benefit rather than
exclusively on behalf of the ICON Partnerships. Although the Company has no
material history of results with respect to large ticket Seasoned Leases, the
current management of the Company does have extensive experience with respect
to such transactions. See "--Management."

The Company's ICON Capital subsidiary is engaged in acquiring and managing
for the benefit of the ICON Partnerships (i) large ticket Seasoned Leases, and
(ii) to a lesser degree, small ticket leases. From the formation of the first
ICON Partnership in 1988 to September 30, 1997, ICON Capital has raised funds
for seven ICON Partnerships, the proceeds of which have been invested in more
than $843 million of equipment (as measured by gross purchase price) subject
to lease. Following the acquisition of ICON Capital by the Company in 1996,
the ICON Partnerships have concentrated on acquiring large ticket Seasoned
Leases. The Company intends to sponsor an eighth ICON Partnership after the
subscription period for the seventh ICON Partnership ends in late 1998. After
the Offering, the Company, through its ICON Funding subsidiary, will also
acquire and originate finance-type leases of, and loans secured by, small
ticket equipment (collectively, "small ticket financing transactions") for its
own benefit and for that of the ICON Partnerships. Prior to the Offering, ICON
Funding engaged in small ticket financing transactions only for the benefit of
the ICON Partnerships. ICON Funding intends to utilize warehouse finance
facilities to fund future small ticket financing transactions, which will be
refinanced through securitizations or other structured finance transactions.
Because the Company has not invested prior to the Offering in large ticket
Seasoned Leases for its own benefit and has only entered into such
transactions for the ICON Partnerships since August 1996, historical returns
with respect to all but one (see "--Recent Transactions") of these investments
are not yet available. The Company does anticipate, however, that although
ICON Capital and ICON Funding will continue to make material contributions to
the Company's results of operations, the majority of its revenues and earnings
will be derived from the large ticket Seasoned Lease acquisition and
remarketing activities of ICON Leasing. See "--Current Businesses of the
Company."

MANAGEMENT

30
<PAGE>

Company believes that these executives, who replaced the former management of
ICON Capital, have a record of success in the acquisition of Seasoned Leases.
Beaufort J. B. Clarke, the Chairman and Chief Executive Officer of the
Company, has more than twenty years of senior management experience in the
leasing industry, including chief executive and other senior executive
positions at Griffin Equity Partners, Inc. and Gemini Financial Holdings,
Inc., both equipment leasing companies engaged in the acquisition of Seasoned
Leases. Mr. Clarke was a Vice President and one of the founders of Encore
International, Inc. (now known as AT&T Systems Leasing) prior to its
acquisition by AT&T Capital Corporation. Paul B. Weiss and Thomas W. Martin,
the Executive Vice Presidents of the Company, have approximately 10 and 15
years of experience in the industry, respectively. Each worked with Mr. Clarke
at Griffin Equity Partners and Gemini Financial Holdings, where they and Mr.
Clarke specialized in Seasoned Lease transactions, in addition to serving in
other positions in the industry. These three individuals and the four senior
vice presidents (three of whom have joined the Company since August 1996) of
the Company have approximately 85 years of combined experience in the
equipment leasing industry. See "Management."

INDUSTRY OVERVIEW

Leasing provides an equipment user with an alternative to purchasing the
equipment it needs, usually in a manner which has favorable effects on its
cash flow and balance sheet. Leasing generally provides a lessee with greater
flexibility than ownership in the event it outgrows the equipment or, due to
strategic shifts in business orientation, decides not to keep it in the
future. The Equipment Leasing Association of America ("ELA"), based on U.S.
Department of Commerce data, estimates that in the United States,
approximately $169 billion of the estimated $566 billion spent on productive
capital assets in 1996 was financed by means of leasing. ELA estimates that
80% of all U.S. businesses use leasing or financing to acquire equipment.

The size of the market for Seasoned Leases is primarily a function of the
number of leases entered into in the past, adjusted downward for leases that
have terminated. ELA estimates that from 1988 through the end of 1997,
equipment leasing volume in the United States will be approximately $1.4
trillion. Sellers of Seasoned Leases are believed to have one or more of the
following objectives in seeking and consummating such a sale: (i) realization
of book profit by selling at a premium to book value because the fair market
value of the equipment is above such book value; (ii) removal of the actual or
perceived risk of residual loss upon return of equipment by a user at lease
expiry; (iii) removal of actual or perceived credit risk from the seller's
balance sheet; (iv) repositioning of the seller's tax-motivated investment
portfolio resulting from a change in tax law, change in the seller's profit
base or outlook, or the seller becoming subject to alternative minimum tax;
and (v) freeing up capital for investment in core business activities (which
may include making new lease investments in the case of leasing company
sellers).

The Company believes that the relative lack of competition in the market for
large ticket Seasoned Leases is due to the fact that Seasoned Lease
transactions often fail to meet many leasing companies' primary objectives.
Many large equipment leasing companies are subsidiaries of financial
institutions that have tax deferral objectives and are adverse to taking
substantial equipment residual exposure. Many new equipment leases are highly
structured and have a very long effective term to maximize the economic
benefit of tax deferral and minimize residual value risk. In particular, most
new equipment leases are designed to allow the initial lessor to recover most
or all of its investment from contractual rent payments to be received under
the lease. The Company believes that most large ticket Seasoned Lease
acquisitions are completed in the final one-third of the term of an equipment
lease, when the fair value of the equipment subject to lease is more likely to
exceed the seller's book value. When acquired at a relatively late stage in
the lease term, these large ticket Seasoned Leases have fewer tax deferral
attributes (due to the short term) and more residual value exposure (because
only a small amount of the secondary market purchaser's investment will be
repaid from the remaining contractual rents) than new large ticket leasing
deals.

In addition, Seasoned Lease transactions may require the purchaser to accept
certain key terms and conditions which it can avoid or limit in a new lease
transaction customized to its needs. New equipment leasing transactions can be
individually selected, priced, and documented in a manner that precisely
matches the

31
<PAGE>

objectives of a leasing company; objectives which may include yield
requirements, creditworthiness considerations, equipment preferences, industry
preferences, appetite for residual value risk, and documentation needs. The
acquisition of Seasoned Leases conversely requires that the purchaser accept
all aspects of the existing lease agreement and underlying equipment which is
the subject of the sale, and to conduct extensive due diligence into the
current state of affairs of the transaction and the user. In such cases, the
user has little or no obligation to cooperate with such an investigation and
the prospective purchaser may be frustrated in its efforts to complete such
investigation, while in a new lease transaction, full cooperation would be a
condition to funding. Further, certain restrictions on the transfer of the
equipment may exist and certain important documents underlying the transaction
may be missing or made obsolete by external changes, and certain of the
equipment underlying the transaction may have been damaged. In the opinion of
the Company, many such risks can be mitigated through due diligence and
structuring, but many leasing companies find secondary market transactions
unsuitable for their objectives or perceive such transactions to be unduly
risky, particularly in the case of leasing companies associated with
commercial banks and other typically conservative institutions.

Another area of the equipment leasing industry in which the Company competes
is the small ticket sector, which is undergoing rapid growth, in part due to:
(i) the consolidation of the banking industry, which has eliminated many of
the smaller community banks that traditionally provided equipment financing
for small to mid-size businesses, forcing these businesses to seek alternative
financing rather than deal with the approval process of large commercial
banks; (ii) stricter lending requirements of commercial banks; (iii) a trend
toward instant approvals at the point of sale made possible by improved
technology; and (iv) the adoption of accounting pronouncements concerning the
accounting treatment of transactions with captive finance company
subsidiaries, which has caused a number of manufacturers to eliminate their
finance companies, resulting in an increased demand for independent financing.

STRATEGY

The Company intends to focus principally on the acquisition, management and
remarketing of large ticket Seasoned Leases to provide attractive total
returns consistent with prudent risk management. The Company will also pursue
related equipment lease opportunities that complement its large ticket
Seasoned Lease acquisition activity. The Company will employ the following
strategies to achieve its objectives:

Capitalize on Inefficiencies in the Market for Seasoned Leases. No formal
market exists for prospective sellers of large ticket Seasoned Leases.
Compared to the market for new equipment leasing, there are relatively few
participants in the secondary market focusing principally on large ticket
Seasoned Lease transactions, and even fewer considering as many different
equipment types as does the Company. The Company believes most companies
engaged in equipment leasing have not actively pursued Seasoned Lease
transactions primarily because these transactions may not meet, or may
conflict with, the principal objectives of such companies (primarily to obtain
tax deferral while avoiding residual value risk). As a result of this relative
lack of competition, the Company has been and expects to continue to be able
to find large ticket Seasoned Lease acquisition opportunities on attractive
terms.

Utilize the Experience and Resources of Management to Source Seasoned Lease
Opportunities. The Company believes that the experience and creativity of
senior management and its existing network of referral sources will provide
the Company with a steady flow of Seasoned Lease acquisition opportunities.
Potential sellers include companies that are no longer making lease
investments; public companies that may from time to time seek out accounting
gains to contribute to reported earnings; companies that could benefit from
recovering and redeploying invested capital; banks and other financial
institutions that have been parties to consolidation transactions and seek to
dispose of assets that are not consistent with the surviving company's
objectives; and companies that desire to limit residual value risk from leases
held. The Company's willingness to work with a potential seller to identify
its objectives and to creatively develop transaction structures, such as
residual value option transactions and residual sharing arrangements, to meet
that seller's objectives is in part responsible for the Company's success in
sourcing Seasoned Lease acquisition opportunities. The Company also has an

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<PAGE>

extensive referral network of leasing companies, leasing brokers, investment
bankers, attorneys, lenders and appraisers that are expected to continue to
refer Seasoned Lease acquisition opportunities to the Company.

Apply a Disciplined, Value-Based Approach to Lease Investments. The Company
uses a disciplined, value-based approach to evaluate Seasoned Lease
acquisition opportunities in an effort to maximize return while minimizing
credit and residual value risk. Since it began pursuing large ticket Seasoned
Lease acquisitions on behalf of the ICON Partnerships in 1996, the Company has
generally targeted transactions from which it believes, based on its
transaction analysis and industry experience generally, it can achieve a total
rate of return of at least 20% per annum, compounded monthly. In evaluating a
transaction, the Company considers the type of equipment involved, the
creditworthiness of the lessee, the provisions of the lease contract
(including the equipment maintenance and return requirements), the time
remaining to lease expiry, and management's experience in remarketing such
equipment. The Company engages nationally recognized independent appraisers to
assist it in determining the value likely to be realized from the leased
equipment at lease expiry. In most transactions, the Company will seek out
leasing opportunities where the remaining lease term is greater than two years
and, on expiry of the lease, at least one-third of the economic useful life of
the equipment is likely to remain, based on the equipment age or utilization
history. To maximize its remarketing options (and its returns), the Company
seeks to avoid investing in equipment that may become technologically obsolete
or is otherwise of limited utility (including from excessive wear and tear).
Also, the Company generally enters into leasing transactions involving
equipment types that can be feasibly moved to other locations or are
considered essential to the operations of the lessee and either impossible to
replace or only replaceable at a significantly higher cost than its fair
market value. The Company believes that there is a substantial pool of
attractive Seasoned Leases, many of which involve equipment such as commercial
aircraft, marine vessels, other transportation equipment, and
telecommunications hardware.

The creditworthiness of a lessee is also important because lessees with
inadequate financial resources may be unable to afford to comply with the
maintenance- and return-condition provisions of the lease contract, exposing
the lessor to costs associated with repair and return of equipment. A large
percentage of the Company's recent acquisitions on behalf of the ICON
Partnerships has consisted of the purchase of large ticket Seasoned Leases
where the lessee is rated investment grade (or is believed equivalent). Large
ticket transactions of this type are expected to represent a majority of the
Company's future Seasoned Lease acquisitions.

Proactively Manage Lease Investments to Maximize Total Returns. The Company
pursues numerous alternatives to maximize realization of residual values
through the sale or re-lease of the equipment to the lessee or to a third
party. In many cases, the amount of such realization may depend on the extent
to which the Company elects to enforce its rights under the lease. In general,
the Company will hold its lease investments until maturity, unless various
factors enable the Company to achieve what it believes would be a superior
result from disposing of the asset prior to maturity. Senior management and
the Company also have had success in working with lessees to restructure
leases to achieve greater profitability, while achieving other objectives of
the lessee, such as lowering periodic payments in exchange for a longer lease
term, which could benefit the Company to the extent that the present value of
the revised payment schedule is greater than the original payment schedule.

33
<PAGE>

In addition, the Company may pursue an expanded presence in Europe. The
Company believes that many European markets have less competition for
attractive equipment leasing transactions. In the United Kingdom, for example,
recent accounting and regulatory changes have, in the opinion of the Company,
made the leasing of equipment a more attractive option relative to purchasing
than it had been before such changes. To the extent that such international
equipment leasing transactions can be structured to mitigate or remove certain
risks, such as currency exchange, protecting a lessor's interest through
equipment lien recordation, and taking advantage of beneficial local laws, the
Company believes that the leasing industry in Europe may present significant
opportunities.

SOURCING, EVALUATION AND ACQUISITION OF SEASONED LEASES

The Company conducts its acquisitions of large ticket Seasoned Leases
through an experienced staff of equipment leasing professionals. Described
below are the stages of a typical transaction:

Sourcing Process. The Company employs a team of professionals responsible on
a full-time basis for identifying opportunities to acquire Seasoned Leases
and, to a lesser degree, to identify lease opportunities for new or used
equipment. The Company operates primarily out of three facilities located in
Harrison, New York; San Francisco, California; and Boston, Massachusetts, and
in addition, operates out of a London office under a trading agreement with a
U.K.-based lease origination sales force. Upon completion of the Offering, the
Company intends to add an additional origination experienced leasing
professional to this team.

The Company has established an extensive referral network comprised of
leasing companies, leasing brokers, investment bankers, attorneys, lenders,
and equipment appraisers. The Company also advertises in trade press and
related periodicals, and conducts direct-mail, telemarketing, and fax
campaigns to keep prospective sellers and intermediaries aware of the
Company's interests and capabilities. As of September 30, 1997, the Company
had three employees dedicated to implementing marketing plans and coordinating
marketing activities with the Company's lease sources with respect to the
acquisition of large ticket Seasoned Leases. The Company is represented at
major equipment leasing conventions and trade shows held each year, and
several officers of the Company are active in the Equipment Leasing
Association of America, the United Association of Equipment Leasing and the
Eastern Association of Equipment Lessors, all well-recognized trade
associations.

Review and Analysis. The Company conducts a review and analysis of each
proposed lease transaction. Based on preliminary information about the
transaction, various appraisal firms are consulted for general feedback as to
possible residual value ranges and economic outcomes are forecast. On this
basis, a non-binding letter of intent to purchase a Seasoned Lease may be
issued subject to, among other things, a comprehensive due diligence review of
the equipment, the creditworthiness of the lessee, and the lease contract;
the completion of a purchase agreement acceptable to the Company; and approval
of the Investment Committee of the Company. Upon acceptance of the letter of
intent by the selling transaction party, the Company's due diligence typically
begins. The Company selects a nationally recognized appraiser or appraisers
which, based on their initial comments on the subject equipment as well as the
Company's experience with such appraisers, seem most knowledgeable about the
equipment. Such appraisers will provide a detailed appraisal report to the
Company, supplying estimates of the current value as well as estimates of
residual value at lease expiry. Such a report may include an on-site
inspection if the parties believe that such inspection could provide insight
into the future value of the equipment. Simultaneously, the Company's credit
department assembles all relevant financial statements, rating agency reports,
and related information that will enable it to make a determination as to the
creditworthiness of the lessee. Lessees whose securities are rated as
investment grade by both Moody's Investor Service and Standard & Poor's are
generally subject to a less intensive independent review. A comprehensive
investment write-up including the findings of the appraiser(s) and the
Company's legal department, as well as a summary and recommendation by the
Company's transaction professional, copies of the lease and related documents,
the financial statements of the lessee, the credit department analysis, and
any other attachments deemed appropriate, are then circulated to the Company's
Investment Committee for approval.

Lease Documentation Review. The Company evaluates each lease agreement and
related transaction documents for completeness and to confirm that the lease
provides suitable protection from contingencies that

34
<PAGE>

may otherwise affect the total return prospects. In almost every case, the
leases entered into or acquired by the Company obligate the lessee to (i) pay
all rents and payments without diminution or offset, (ii) bear the risk of
loss of the leased equipment, (iii) pay applicable taxes, and (iv) indemnify
the lessor against claims arising from lessee's negligent acts and failure to
maintain the equipment. Many of such leases contain a provision prohibiting
the assignment or sublease of the leased equipment. Other common lease
provisions require the lessee to maintain both casualty insurance and
liability insurance (naming the Company as an additional insured) in an amount
consistent with industry standards, and to indemnify the Company against any
loss or liability incurred by or asserted against it arising out of such
lease, or any performance thereunder, or related to the equipment subject
thereto, and to insure the equipment, the Company and any other party with an
interest in the equipment from the normal risks of owning and operating the
equipment. Additionally, such leases commonly provide rights and remedies to
the lessor upon the occurrence of an event of default, which could include
non-payment of rent, breach of certain material covenants, or the bankruptcy
or insolvency of the Lessee.

Purchase Documentation. Simultaneously with the commencement of its due
diligence processes, the Company commences the negotiation of a purchase
agreement with the selling party. Such agreement describes all of the terms
and conditions of the proposed transaction, and in most transactions includes
comprehensive representations, warranties and indemnification provisions. The
Company typically requires the seller to represent and warrant, among other
things, that it has and can convey good and marketable title to the equipment;
that the lease is enforceable in accordance with its terms and is in full
force and effect; that no default has occurred; that the equipment has not, to
its knowledge, suffered a casualty, and is being maintained in accordance with
the lease; and that no other condition exists that would have a material
adverse effect on the Company's ability to achieve its economic expectations
other than as a result of unforseen credit losses or equipment residual value
shortfalls. From time to time, the Company may limit the representations and
warranties it seeks if, in its judgment, adequate confirmation of certain
attributes of the lease or the equipment can be gained from other sources. In
any event, the Company will require the selling party to indemnify it with
respect to losses in the event of a breach of any such representation and
warranty. Indemnification for loss may be limited to the Company's actual
damages or provide for a return of all of the Company's investment at an
agreed rate of return.

Investment Committee. The Investment Committee is currently comprised of
four executive officers, Messrs. Clarke, Weiss, Martin, and Kohlmeyer. The
Committee may, by unanimous vote and, subject to the general supervision of
the Company's Board of Directors, commit the Company to prospective
transactions.

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<PAGE>

RECENT TRANSACTIONS

The following table sets forth all transactions involving investments of
more than $1 million made or committed to by the Company since August 1996 on
behalf of the ICON Partnerships. The Company believes these transactions,
which represent approximately 80% (as measured by gross purchase price) of all
transactions completed on behalf of the ICON Partnerships since August 1996,
are illustrative of those that the Company expects to engage in after the
Offering. The parties identified as Lessee Party in the table are either the
lessee under the transaction documents or a parent company guarantor of a
subsidiary company which is the lessee. The investment of $3,430,000 involving
marine vessels leased to a subsidiary of Occidental Petroleum Corporation was
disposed of in December 1997 for cash consideration paid to the seventh ICON
Partnership of $5,864,138. The substantial return from this investment is not
expected by the Company to be typical of its portfolio in general, and,
accordingly, should not be the basis of an evaluation of the Company and its
prospects.

<TABLE>
<CAPTION>
ICON
GROSS PARTNERSHIP
LESSEE PARTY EQUIPMENT DESCRIPTION PURCHASE PRICE INVESTMENT
------------ --------------------- -------------- -----------
<S> <C> <C> <C>
Federal Express
Corporation One DC10-30 aircraft $ 40,973,585 $ 6,000,000
Airbus
Industries One A300-200B4 aircraft 19,595,956 1,409,839
America Online,
Inc. Telecommunications equipment 18,311,382 1,317,021
SEACOR-Smit,
Inc. Three offshore supply vessels 17,100,000 4,275,000
Continental
Airlines, Inc. Three 737-300 aircraft 14,339,799 1,237,500
Rowan
Companies,
Inc. Offshore drilling rig 12,325,000 12,325,000
Continental
Airlines One DC10-30 aircraft 12,109,759 2,800,000
Occidental
Petroleum
Corp. Two anchor handling vessels 9,283,364 3,430,000
Texas Utilities
Services, Inc. Telecommunications equipment 9,177,567 1,745,550
US Airways,
Inc. Two de Havilland DHC-8-102 aircraft 6,819,250 3,619,250
Wal-Mart
Stores, Inc. 770 over-the-road trailers 4,554,815 2,803,175
------------ -----------
Totals $164,590,477 $40,962,335
============ ===========
</TABLE>

The Company intends to engage in similar transactions both for its own
benefit and for the benefit of the ICON Partnerships. See "--Resolution of
Potential Conflicts of Interest." To a lesser degree, the Company will also
continue to engage in small ticket financing transactions for its own benefit
and for the benefit of the ICON Partnerships.

CURRENT BUSINESSES OF THE COMPANY

ICON Capital--Sponsorship and Management of ICON Partnerships

Since 1988, ICON Capital has sponsored seven ICON Partnerships. ICON Capital
is the sole general partner of each of the seven ICON Partnerships, for which
it performs all services relating to their management. Currently, ICON Capital
is raising equity through the sale of interests in ICON Cash Flow Partners
L.P. Seven ("ICON Seven"). The first six ICON Partnerships are closed to new
investors, but ICON Capital continues to manage their portfolios. As of
September 30, 1997, ICON Seven had raised a total of $47 million in equity
from 2,149 investors and had purchased leased equipment with an aggregate
purchase price of approximately $170 million (as measured by gross purchase
price).

As the sole general partner of the ICON Partnerships, ICON Capital has
complete investment discretion over the proceeds of limited partnership unit
sales. Proceeds of unit sales are invested in equipment subject to lease to
achieve a partnership's stated investment objectives, which are to provide
cash flow from lease rentals or residual value realizations that: (i) will
fund fixed monthly distributions to limited partners through the fifth
anniversary of the partnership's final closing, and (ii) will thereafter be
distributed to the limited partners on a pro rata basis. Upon the acquisition
of ICON Capital in August 1996, the Company changed the investment approach of
the ICON Partnerships in a manner that was consistent with the Partnership
Agreements and, in the opinion of management, would provide superior total
return prospects to the limited partnerships without meaningful added risk.
Under this new investment approach, the ICON Partnerships have been pursuing
investments in large ticket Seasoned Lease transactions.

ICON Capital expects to be selling interests in ICON Seven until November
1998 through a nationwide

36
<PAGE>

network of broker/dealers. The Company anticipates that it will form a new
equipment leasing limited partnership fund after the subscription period for
ICON Seven ends in 1998. ICON Securities, a wholly owned subsidiary of the
Company, is a NASD-registered broker/dealer that serves as dealer/manager for
the ICON Partnership offerings, and in that capacity receives an underwriting
fee equal to 2.0% of gross offering proceeds of partnership units sold.

Most of the Company's historical revenues have been derived from the fees
its subsidiaries earn from the organization and management of the ICON
Partnerships. Fees earned by ICON Capital are governed by the Statement of
Policy regarding Equipment Programs adopted by the North American Securities
Administrators Association, Inc. ("NASAA Guidelines"). The NASAA Guidelines
are the de facto standard imposed by many Blue Sky administrators in
determining whether to approve the sale of interests in equipment leasing
investment programs in their states. The fees outlined below (payable to ICON
Capital as general partner unless otherwise noted) are those of ICON Seven,
whose limited partnership interests are currently being offered and sold to
the public. Such fee structure is substantially similar to the six prior ICON
Partnerships, and because of the NASAA Guidelines, it is anticipated that the
aggregate fees generated from any future ICON Partnership also will be
substantially similar to the aggregate of those set forth below:

<TABLE>
<S> <C>
Underwriting Fees (payable to ICON
Securities as dealer/manager)...... 2.0% of gross offering proceeds
Organizational and Offering Expense
Reimbursement...................... 3.5% of gross offering proceeds
Equipment Acquisition Fee........... 3.0% of equipment cost
Management Fees..................... 5.0% of gross rentals from operating
leases or 2.0% of gross rentals from full
payout leases
Reimbursement of Administrative
Fees............................... up to 2.0% of gross revenues
</TABLE>

In addition to the fees set forth above, there are other fees payable from
cash to be distributed to the limited partners of ICON Seven, which vary
depending on ICON Seven's performance. These fees require the payment to ICON
Capital of 1.0% of distributable cash prior to "payout" and 10.0% thereafter.
Payout occurs when ICON Seven's limited partners have received the return of
their initial investment plus an 8.0% cumulative return. A 3.0% subordinated
remarketing fee on equipment sales is also payable after payout. The aggregate
amount of management fees and reimbursement of administrative expenses
contractually owed to the Company upon collection of existing gross
receivables by the seven ICON Partnerships at their respective fiscal years
ended December 31, 1996 was approximately $10.3 million.

Under the ICON Partnership agreements, management fees payable to ICON
Capital are subordinate to the preferred cash distributions to limited
partners, on a cumulative basis. Management fees payable to the Company with
respect to certain of the ICON Partnerships have been deferred until the
limited partners of such partnerships have received their stated cash
distribution rate of return on a cumulative basis. Management fees deferred
for the period September 1, 1993 to March 31, 1997 totaled $758,452, and were
comprised of $36,263 for ICON Cash Flow A, $127,000 for ICON Cash Flow B and
$595,189 for ICON Cash Flow C. Since the formation of the first ICON
Partnership in 1988 to September 30, 1997, less than 5.0% of management fees
earned by ICON Capital have been deferred due to such subordination
provisions. In order to provide limited partners of ICON Cash Flow C with an
opportunity to obtain improved returns, the Company is currently soliciting
the consent of the limited partners to amend the partnership agreement to
provide for an extension of the reinvestment period, which may result in
increased future distributions to the limited partners. If such consent is not
obtained, ICON Capital will have the option to liquidate the partnership's
investments and to receive its deferred management fees to the extent
available. If such a liquidation were to occur, the Company currently
anticipates it would receive substantially all of its deferred management
fees. See Note 3 of the Notes to the Consolidated and Combined Financial
Statements.

The Company's servicing responsibilities with respect to each lease it may
acquire and with respect to the ICON Partnership leases vary, depending on the
nature of the transaction size and the circumstances under which the lease was
acquired or originated. Services to be provided by ICON Capital may include
billing, processing payments, paying taxes and insurance and performing
collection and remarketing functions. In addition, on behalf of its limited
partners, the Company prepares investor reports, makes regulatory filings, and
oversees investor relations matters.

37
<PAGE>

ICON Funding -- Small Ticket Financing Transactions and Securitizations

ICON Funding was established in 1996 to expand (initially on behalf of the
ICON Partnerships) the Company's small ticket financing transaction activity
and to develop a securitization capability. The Company intends to increase
small ticket lease volume primarily for its own benefit by (i) adding sales
and marketing personnel to expand its referral network, (ii) establishing
vendor programs and emphasizing portfolio purchases, and (iii) acquiring
businesses in this market sector. The Company anticipates that ICON Funding
will fund the initial acquisition and origination of small ticket financing
transactions through warehouse finance facilities. The Company anticipates
that the transactions financed thereby will be refinanced from time to time
through securitizations or other structured finance transactions.

The FundingPlus division of ICON Funding currently originates the Company's
small ticket financing transactions primarily through strategic alliances it
has formed with a network of independent leasing companies, lease brokers and
equipment vendors. Such transactions generally involve equipment with a
purchase price of less than $150,000 and an average, in the most recent
completed fiscal year, of approximately $30,000.

ICON Funding also (i) develops vendor leasing programs, (ii) acquires
equipment lease portfolios or individual transactions in excess of $100,000 on
a "wholesale" basis from vendors or finance companies, and (iii) develops
lease financing programs for select equipment-intensive niche industries that
offer attractive profit potential consistent with the Company's underwriting
standards.

Small ticket underwriting guidelines are established by the Company's credit
committee. These guidelines require a credit investigation for the lessee,
including an analysis of the personal credit of the owner or shareholder that
typically guarantees the lease, verification of time in business and corporate
name, and bank and trade references. A proprietary credit scoring model is the
primary method for underwriting FundingPlus leases under $50,000.

Proposed financing transactions greater than $100,000 are submitted to the
Company's credit department for evaluation. In connection with its review, the
credit department applies established underwriting policies and procedures.
Proposed transactions are reviewed and assessed by a credit analyst. If the
transaction has sufficient essential positive elements, a formal credit write-
up is prepared. After review and approval by a senior officer of ICON Funding,
the transaction is then presented to ICON Funding's credit committee. The
committee meets regularly to review specific transactions. Documentation is
prepared and reviewed by the Company's legal department. In addition, all
terms and conditions delineated in a credit approval memorandum must be
verified by both the credit and legal departments prior to funding. As of
September 30, 1997, nine of the Company's sales force of twelve employees were
focused on small ticket financing transactions.

FundingPlus's credit guidelines are based upon a two-level screening process
to further enhance portfolio performance and reduce the risk of loss. The
Company first approves a broker prior to accepting any of such broker's
transactions. The Company performs a full review of the broker, including its
resources and creditworthiness, and establishes an "exposure limit" with
regards to accepting deals. FundingPlus personnel conduct a background
investigation of each prospective source. The review requires such source (i)
to have a minimum of two years in the leasing industry, (ii) to produce
verification of bank and trade references, and (iii) to provide a minimum of
two years' financial statements or tax returns and past credit history, and
also includes overview of the industry in which the source generates most of
its leases. The FundingPlus program prefers brokers that market to specific
industries or selected vendors. All purchased transactions are full recourse
to the brokers on a first payment default basis. The Company monitors the
performance of leases by each broker and terminates brokers exhibiting high
delinquencies and defaults in their originations.

ICON Funding's securitization capability was inaugurated in September 1997
with the establishment of ICON Receivables 1997-A LLC, a special-purpose
subsidiary set up by ICON Funding for the benefit of the

38
<PAGE>

ICON Partnerships ("1997-A"). 1997-A securitized a pool of 1,421 leases and
loans with an aggregate remaining contract balance of approximately $59.4
million. 1997-A issued three tranches of Class A Notes with a weighted average
coupon of 6.59%. These bonds were offered by Prudential Securities, Inc. and
were rated investment grade by both Duff & Phelps Credit Rating Co. and Fitch
Investors Service, L.P. Following the closing of 1997-A, the ICON Partnerships
established a second warehouse facility, ICON Receivables 1997-B ("1997-B"),
structurally identical to 1997-A. This second facility is currently acquiring
lease transactions with a view towards their securitization once a sufficient
number of such transactions have been acquired.

RESOLUTION OF POTENTIAL CONFLICTS OF INTEREST

Due to ICON Capital's fiduciary and contractual obligations in its capacity
as general partner of the ICON Partnerships, the Company's ICON Capital
subsidiary is required to invest capital on behalf of the ICON Partnerships in
a manner which may compete with the Company's investment objectives and have
the effect of reducing the availability of suitable transactions for the
Company. Under the Partnership Agreements, ICON Capital has agreed with the
limited partners to refer investment opportunities to the ICON Partnerships
until such time as all initial capital contributions have been fully invested
subject to limitations such as the partnership's cash available for
investment, existing debt, structure of the transaction, or creditworthiness
of the lessee. The Company believes that this potential for conflicts of
interest will not substantially impair the Company's objective of engaging in
such transactions for its own benefit due to a substantial number of
transaction opportunities which the Company believes are and will continue to
be available for the foreseeable future. Further, the Company believes that
the amount of capital which the ICON Partnerships will have to invest from
time to time, whether from initial contributions or otherwise, will only
infrequently be in amounts great enough to present meaningful competition to
the interests of the Company's own investment objectives with respect to large
ticket Seasoned Leases. The Company intends to refer appropriate small ticket
financing transactions to the ICON Partnerships and does not expect any
material conflicts to arise in this area. As of September 30, 1997,
substantially all of the initial contributions to the seventh ICON Partnership
received as of such date had been invested, or committed for investment.

Any conflicts in determining and allocating investment capital between the
Company and the ICON Partnerships will be resolved by the Company's Investment
Committee, which will evaluate the suitability of all prospective lease
acquisitions and financing transactions for investment by an ICON Partnership
before it makes a decision about the suitability of the opportunity for the
Company's own portfolio. In general, the Company intends to apply the
following criteria and, in the event that some or all of these criteria are
not satisfied, the prospective transaction is expected to be considered for
the Company's own portfolio only if:

. The required cash investment is greater than the cash available for
investment by an ICON Partnership;

. The amount of debt is above levels deemed acceptable for an ICON
Partnership;

. The equipment type is not appropriate to an ICON Partnership's
objectives, which include, among others, the avoidance of concentration
of exposure to any one class of equipment;

. The lessee credit quality does not satisfy an ICON Partnership's
objective of maintaining a high-quality portfolio with low credit losses
while avoiding a concentration of exposure to any individual lessee or
borrower;

. The term remaining exceeds the liquidation period guidelines established
in the Partnership Agreements;

. The available cash flow (or lack thereof) is not commensurate with an
ICON Partnership's need to make certain distributions during the
Reinvestment Period (as defined);

. The transaction structure, particularly with respect to the end-of-lease
options governing the equipment, does not provide an ICON Partnership
with the residual value opportunity commensurate with the total return
requirements of such ICON Partnership; and

. The transaction does not comply with the terms and conditions of the
Partnership Agreements.

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<PAGE>

The Audit Committee of the Board of Directors will from time to time review
the procedures described above in an effort to ensure that, in general,
transactions have been considered for the ICON Partnerships prior to being
considered by the Company.

COMPETITION

The Company competes in the equipment financing market with a number of
national, regional and local finance companies. In addition, the Company's
competitors in equipment leasing and finance in general include equipment
manufacturers that finance the sale or lease of their products and other
financial services companies, such as commercial banks and savings and loan
associations, all of which provide financing for the purchase of equipment.

The Company's competitors in the secondary market for large ticket lease
acquisitions include several larger, more established companies, such as GE
Capital Services, GATX Capital Corp., The CIT Group, Inc., Finova Capital
Corporation and First Union Corporation, that may have access to capital
markets and to other funding sources, as well as personnel and marketing
resources, which may only be available to the Company to a far lesser degree.
Many of the Company's competitors have substantially greater financial,
marketing and operational resources and longer operating histories than the
Company.

With respect to small ticket leasing and financing, the Company faces
intense competition from a significant number of leasing companies and
lenders. In general, the cost of such financing to the equipment user is
believed to be the largest consideration in the decision as to which financing
source to use. A significant number of the Company's competitors benefit from
a cost of money below ICON Funding's cost. However, the Company believes that
the structure of its warehouse facilities and its securitization program
provide it with access to capital on terms similar to those of its larger,
more established competitors. The Company believes that its experienced
management team and sales force, its technology and servicing capacity and its
significant broker and vendor base allows the Company to aggressively compete
with larger, more established companies on the basis of service and
responsiveness.

FACILITIES

The Company's corporate headquarters and operations center are located in
leased space at 600 Mamaroneck Avenue, Harrison, New York. The Company also
leases office space for its other offices in Boston, Massachusetts; San
Francisco, California and New York, New York. As of September 30, 1997, the
monthly rent under the Company's Harrison, New York office lease was
approximately $36,000. The Company rents approximately 24,000 square feet at
that location through November 2004. The other office space leases are each
for a term less than 36 months, as of the date of this Prospectus, and have
rent payments in the aggregate of approximately $22,000 per month.

EMPLOYEES

As of September 30, 1997, the Company had 70 full-time employees, of whom 3
were engaged in executive management; 29 were engaged in finance and
administration; 19 in marketing; 9 in collections and remarketing; 6 in credit
evaluation; and 4 in legal. The Company's management believes that its
relationship with its employees is good. No employees of the Company are
members of a collective bargaining unit.

LEGAL PROCEEDINGS

From time to time, the Company and its subsidiaries are parties to various
claims, lawsuits and administrative proceedings arising in the ordinary course
of business. Although the outcome of these lawsuits cannot be predicted with
certainty, the Company does not expect such matters to have a material adverse
effect on the financial condition or results of operations of the Company.

40
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning each of the
executive officers, directors and designated future directors of the Company
and their ages as of September 30, 1997:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Beaufort J. B. Clarke... 51 Chairman of the Board,
President and Chief Executive Officer
Paul B. Weiss........... 36 Vice Chairman of the Board
and Executive Vice President; President of ICON
Leasing
Thomas W. Martin........ 43 Executive Vice President and Director
Gary N. Silverhardt..... 37 Senior Vice President, Chief Financial Officer and Treasurer
John L. Lee............. 53 Senior Vice President, General Counsel
and Secretary
Robert W. Kohlmeyer,
Jr..................... 36 Senior Vice President
Allen V. Hirsch......... 44 Senior Vice President
Adolfo R. Garcia........ 48 Future Director
Robert D. Walter........ 56 Future Director
</TABLE>

Messrs. Garcia and Walter have each agreed to be elected as a Director of
the Company effective upon the completion of the Offering and consented to be
named as such herein.

BEAUFORT J. B. CLARKE has been President and Chief Executive Officer, and a
director of the Company since August 1996 and Chairman of the Board of
Directors since October 1997. Prior to his current position, Mr. Clarke was
Chairman of the Board, Chief Executive Officer and President of Griffin Equity
Partners, Inc., a purchaser of Seasoned Leases, which he co-founded in October
1993 and served with until August 1996. From June 1990 to October 1993, Mr.
Clarke was President of Gemini Financial Holdings, Inc., a purchaser of
Seasoned Leases. Prior to that, Mr. Clarke was a Vice President and one of the
founders of Encore International, Inc. (now known as AT&T Systems Leasing), an
equipment leasing company which became, after Mr. Clarke resigned, a division
of AT&T Capital Corporation. From 1981 to 1987, Mr. Clarke was a senior
executive with several other equipment leasing companies, including Charter
Financial Company, Finalco, Inc., and CMI Corporation. Prior to that, Mr.
Clarke was an attorney with the law firm of Shearman & Sterling in New York
City.

PAUL B. WEISS has been Executive Vice President of the Company since
November 1996 and will become a member of and serve as Vice Chairman of the
Board of Directors upon consummation of the Offering. He was appointed
President of ICON Leasing upon its formation in December 1997. He has served
since November 1996 as Executive Vice President of ICON Capital, where he is
engaged in the acquisition of large ticket Seasoned Leases. Mr. Weiss served
as Executive Vice President and a director and was co-founder of Griffin
Equity Partners, Inc. from October 1993 through October 1996. Prior to that
time, Mr. Weiss was Senior Vice President of Gemini Financial Holdings, Inc.
from 1991 to 1993 and Vice President of Pegasus Capital Corporation (an
equipment leasing company) from 1988 through 1991, where he was responsible
for Seasoned Lease portfolio acquisitions.

THOMAS W. MARTIN has been Executive Vice President and a director of the
Company since August 1996, and served as Secretary of the Company from August
1996 until October 1997. Mr. Martin has served since August 1996 as Executive
Vice President and Secretary of ICON Capital. He has served since October 1997
as President of ICON Funding, where he has been responsible for lease
originations for ICON Funding since October 1997. Prior to his present
position, Mr. Martin was the Executive Vice President and Chief Financial
Officer of Griffin Equity Partners, Inc. from October 1993 to August 1996.
Prior to that time, Mr. Martin was Senior Vice President of Gemini Financial
Holdings, Inc. from April 1992 to October 1993. Earlier, he held the position
of Vice President at Chancellor Corporation (an equipment leasing company) for
seven years.

41
<PAGE>

GARY N. SILVERHARDT has been Senior Vice President of the Company since
August 1997 and has been Chief Financial Officer and Treasurer of the Company
since August 1996. He has been with ICON Capital since 1989 and served as Vice
President and Controller thereof from 1989 until its acquisition by the
Company in August 1996. From 1985 to 1989, he was with Coopers & Lybrand, most
recently as an Audit Supervisor.

JOHN L. LEE has been Senior Vice President and General Counsel of the
Company since April 1997. He was appointed Secretary of the Company in October
1997. Since 1992, Mr. Lee had been a partner at the Boston law firm of Peabody
& Brown with a practice focusing on commercial aircraft and vessel leasing and
financing transactions. Prior to joining Peabody & Brown, Mr. Lee served as
General Counsel of American Finance Group, an equipment leasing company, and
was earlier an associate with the law firm of Shearman & Sterling in New York
City.

ROBERT W. KOHLMEYER, JR. has been Senior Vice President of Operations of the
Company and ICON Capital since August 1997. He served as Vice President of
Operations of ICON Capital from August 1996 to August 1997. From March 1993 to
August 1996, Mr. Kohlmeyer was President of Corporate Capital Services. From
September 1991 to February 1993, Mr. Kohlmeyer held the title of Vice
President--Credit with Gemini Financial Holdings, Inc.

ALLEN V. HIRSCH has been Senior Vice President of the Company since December
1996. He has also served since December 1996 as the Senior Vice President of
ICON Capital and the President of ICON Securities. Previously, Mr. Hirsch
spent 16 years with PLM Financial Services and Affiliates, most recently as
President of PLM Securities Corp. He also served as the Vice Chairman of the
Board of PLM International (an equipment leasing company) from May 1989
through June 1996.

ADOLFO R. GARCIA has agreed to serve on the Board of Directors commencing
upon consummation of the Offering. He is the president of Adolfo R. Garcia,
P.C., a Massachusetts-based professional corporation which is a partner of
McDermott, Will & Emery, an international law firm with offices in Boston and
several other U.S. cities and foreign countries. Mr. Garcia, who has practiced
out of the firm's Boston office since April 1982, has headed the corporate,
corporate finance, securities and international law practice in the firm's
Boston office and since 1993 has been a member of the firm's management
committee.

ROBERT D. WALTER has agreed to serve on the Board of Directors commencing
upon consummation of the Offering. He has been a private investor and
investment consultant since April 1992, engaged primarily in equity portfolio
management. From July 1960 to April 1992, he was employed by American Ultramar
Limited in a series of positions, culminating as the Chief Financial Officer
of the Ultramar Group. American Ultramar Limited was a New York corporation
that managed the worldwide business of Ultramar, Plc, a holding company
incorporated under the laws of the United Kingdom which owned an international
group of oil company subsidiaries, collectively constituting the Ultramar
Group.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors intends to appoint two independent
directors (in compliance with the rules of The Nasdaq Stock Market) to the
Audit Committee after consummation of the Offering. The responsibilities of
the Audit Committee will include making recommendations to the Board of
Directors as to the independent public accountants to be selected to conduct
the annual audit of the books and records of the Company, reviewing the
proposed scope of such audit and approving the audit fees to be paid,
reviewing accounting and financial controls of the Company with the
independent public accountants and the Company's financial and accounting
staff and reviewing and approving transactions between the Company and its
directors, officers and affiliates.

The Board of Directors does not have a Compensation Committee or a
Nominating Committee.

42
<PAGE>

DIRECTOR COMPENSATION

No compensation has ever been paid to any of the directors of the Company
for service in such capacity. Non-employee directors shall be eligible to
receive reasonable compensation for their service in this capacity as well as
grants of non-qualified stock options under the 1997 Non-Employee Directors
Stock Option Plan.

1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

The Company's 1997 Non-Employee Directors Stock Option Plan (the "Director
Plan") was adopted by the Company in October 1997 and will become effective
upon consummation of the Offering. Under the terms of the Director Plan,
options to purchase 15,000 shares of Common Stock (the "Initial Options") will
be granted to each person who becomes a non-employee director after the
effectiveness of the Offering, effective as of the date of election to the
Board of Directors. The Initial Options will vest in equal annual installments
over three years after the date of grant. In addition each non-employee
director will receive options to purchase 10,000 shares ("Annual Options") on
the date of each annual meeting of the Company's stockholders held after the
closing of the Offering. The Annual Options will vest on the first anniversary
of the date of grant. Both Initial Options and Annual Options will be
exercisable at the fair market value of the Common Stock on the date of grant.
A total of 200,000 shares of Common Stock may be issued upon the exercise of
stock options granted under the Director Plan. Unless sooner terminated
pursuant to its terms, the Director Plan will terminate in October 2007.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by or
paid for services rendered to the Company, or its subsidiaries in all
capacities for the fiscal year ended March 31, 1997 by the Company's current
President and Chief Executive Officer, the former President and Chief
Executive Officer of ICON Capital, and the two other executive officers of the
Company (collectively, the "Named Executive Officers") who earned greater than
$100,000 in salary and bonus in such fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------
NAME AND POSITION FISCAL YEAR SALARY ($) BONUS ($)
- ----------------- ----------- ---------- ---------
<S> <C> <C> <C>
Beaufort J. B. Clarke (1)...................... 1997 $160,740 $ --
President and Chief Executive Officer
Gary N. Silverhardt............................ 1997 168,600 40,000
Chief Financial Officer
Paul B. Weiss (1).............................. 1997 109,376 --
Executive Vice President
Peter D. Beekman (2)........................... 1997 96,595 8,561
Former President and
Chief Executive Officer of ICON Capital
</TABLE>
- --------
(1) Messrs. Clarke and Weiss commenced service with the Company in August 1996
and November 1996, respectively.
(2) Mr. Beekman resigned as President of ICON Capital in August 1996 upon the
acquisition of ICON Capital by the Company.

1997 STOCK OPTION PLAN

The Company's 1997 Stock Option Plan (the "1997 Stock Option Plan") was
adopted in October 1997 and will become effective upon consummation of the
Offering. The 1997 Stock Option Plan, as amended, provides for the grant of
stock options to employees, officers and directors of, and consultants or
advisors to, the Company and its subsidiaries. Under the 1997 Stock Option
Plan, the Company may grant options qualified as "incentive stock options"
under U.S. federal tax law or non-qualified stock options. Incentive stock
options may only be granted to employees of the Company or its parents or
subsidiaries. A total of 2,000,000 shares of

43
<PAGE>

Common Stock may be granted under the 1997 Stock Option Plan. Unless
terminated earlier pursuant to its terms, the 1997 Stock Option Plan will
terminate in October 2007.

Upon the effective date of the Offering, the Company intends to grant
certain stock options under the 1997 Stock Option Plan to Messrs. Clarke,
Weiss, Martin and certain other officers, a total of approximately 1,200,000
shares at an exercise price equal to the initial public offering price per
share. Such options to be granted are expected to vest 33 1/3% each on the
first three anniversaries of the date of grant and are expected to expire on
the tenth anniversary of the date of grant.

401(K) PLAN

Effective in September 1996, the Company adopted a 401(k) Retirement Plan
and Trust (the "Plan") for the exclusive benefit of its eligible employees and
their beneficiaries. The 401(k) Plan is intended to qualify under Sections
401(a) and 401(k) of the Internal Revenue Code of 1986 (the "Code"). All
employees who have attained the age of 18 are eligible to participate in the
401(k) Plan. Pursuant to the Plan, and subject to the Code's requirements, a
participant may elect to contribute a percentage of compensation each year to
the 401(k) Plan. The Company made discretionary contributions in amounts up to
50% of the amount contributed by participants in the fiscal year ended March
31, 1997. The 401(k) Plan also allows the Company to make additional
contributions by means of an annual discretionary contribution. The existence
and amount of any such discretionary contribution is determined by the Board
of Directors and is allocated among those participants who elect salary
reduction. Discretionary contributions are subject to certain contingencies as
set forth in the 401(k) plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company does not have a Compensation Committee. No executive officer of
the Company has served as a director or a member of the compensation committee
(or other committee serving an equivalent function) of any other entity whose
executive officers served as a director of the Company. Mr. Clarke, Chief
Executive Officer and President of the Company, with the approval of the Board
of Directors, has determined executive officer compensation.

EMPLOYMENT AND SEVERANCE AGREEMENTS

Mr. Clarke and Mr. Weiss have each entered into an employment agreement with
the Company for a five-year term expiring in December 2002. The agreements
provide that Mr. Clarke and Mr. Weiss are entitled to receive an annual base
salary of $275,000 and $250,000 respectively, subject to annual increases of
7.5%, and are eligible to receive an annual incentive bonus based upon certain
performance objectives established by the Board (the "Bonus Plan"). Under the
Bonus Plan, the Company anticipates that there will be a pool whereby a
portion of the pre-tax income of the Company will be distributed to Messrs.
Clarke, Weiss, Martin and certain other executives. Messrs. Clarke and Weiss
each shall be entitled to receive between 25.0% and 33.0% of the total pool at
the end of such year, with the remainder being distributed to the other
Executive Vice President and Senior Vice Presidents of the Company, such
distribution amounts being determined and recommended by Mr. Clarke and
approved by the Board of Directors. The amount of the distribution will be
calculated based on a reference rate multiplied by pre-tax income that will be
equal to 9.5% for calendar years 1998 and 1999 and 9.0% for the years 2000,
2001 and 2002 if the Company achieves 85% or more of its projected financial
results. If performance targets set by the Board of Directors are not
achieved, this rate is adjusted downward.

Mr. Clarke's and Mr. Weiss' employment agreements also provide that they
will each be granted options under the 1997 Stock Option Plan to acquire a
number of shares equal to 1.75% of the outstanding shares of Common Stock upon
consummation of the Offering at the initial public offering price, subject to
ratable annual vesting over three (3) years.

Each of Messrs. Clarke's and Weiss' employment agreements include a non-
competition covenant pursuant to which he shall be prohibited from competing
with the Company during the term of the agreement and for

44
<PAGE>

three years following its termination, other than termination without cause
following a change in control. In consideration of such covenant, if either
Mr. Clarke's or Mr. Weiss's employment is terminated by the Company without
cause following a change of control, Messrs. Clarke or Weiss, as the case may
be, will receive the following severance payments and further benefits: (i)
$500,000 if such termination occurs in the third year or later of the
agreement; (ii) full payment of accrued, unpaid salary, bonus and benefit
payments; (iii) a sum equal to three years of his highest annual base pay to
date; (iv) a sum equal to three times his highest to date annual bonus earned;
(v) full immediate vesting of any issued but unvested stock options; (vi)
three years of continuation of participation in the Company's benefits (to the
extent not received by Messrs. Clarke or Weiss, as the case may be, in another
position), including health, disability and life insurance, qualified and non-
qualified retirement and pension plans, if any, or the then current value of
the same in cash if the terms of such plans preclude such continued
participation; (vii) such additional sums as are necessary for Messrs. Clarke
or Weiss, as the case may be, to meet any additional federal taxes due to the
payment of the severance pay and other benefits having been contingent upon a
change in control; and (viii) an office and secretarial support for a period
equal to the remaining term of the agreement. If Messrs. Clarke's or Weiss's
employment is terminated by the Company without cause in the absence of such a
change of control, Messrs. Clarke or Weiss, as the case may be, will be
entitled to all of the foregoing severance payments and other benefits, other
than additional sums required for the payment of federal taxes in the event of
a change in control transaction. If either of Messrs. Clarke or Weiss were to
resign following a reduction in his responsibilities or pay or change in
location, his agreement deems such a termination as having been effected by
the Company.

At the expiration of the term of their employment agreement, Messrs. Clarke
or Weiss, as the case may be, will receive the following severance payments
and benefits: (i) full payment of any accrued, unpaid salary, bonus and
benefit payments; (ii) a sum equal to eighteen months of his highest to date
annual base pay; (iii) a sum equal to 150% of his highest to date annual bonus
earned; and (iv) eighteen months of continuation of participation in the
Company's benefits (to the extent not received by Messrs. Clarke and Weiss in
another position), including health, disability and life insurance, qualified
and non-qualified retirement and pension plans or, if any, the then current
value of the same in cash if the terms of such plans preclude such continued
participation. If Messrs. Clarke or Weiss were to be terminated for cause (as
defined in the agreement), Messrs. Clarke or Weiss, as the case may be, would
be entitled only to full payment of any accrued, unpaid salary, bonus and
benefit payments and retention of any fully vested stock options and similarly
vested benefits. Pursuant to the agreement, throughout the term of his
employment, Mr. Clarke will serve as Chief Executive Officer of the Company
and Mr. Weiss will serve as Executive Vice President of the Company.

The Company is party to an employment agreement with its Chief Financial
Officer, Gary N. Silverhardt, for a term expiring in August 1998 with an
automatic renewal term of six months unless the Company terminates earlier for
cause or the employee gives advance notice of termination. Pursuant to the
agreement, Mr. Silverhardt is entitled to receive an annual salary of not less
than $170,000 in addition to annual bonus payments in accordance with the
Company's Bonus Plan. In addition, if the agreement is terminated without
cause by the Company, the Company is obligated to pay Mr. Silverhardt a
termination fee equal to the amount of annual salary unpaid from the date of
termination to the date of expiration of the initial employment term, or the
amount of equal to six months' base salary, whichever is greater, plus any
deferred compensation, plus any accrued but unpaid bonus and any vacation pay.

PRIOR LITIGATION INVOLVING CURRENT MANAGEMENT

Three senior executives of the Company, Messrs. Clarke, Martin and Weiss,
were involved in litigation with a former employer, which commenced in late
1993 and was settled in October 1996. The litigation involved the termination
of the employment relationship of Messrs. Clarke, Martin and Weiss, including
claims against the former employer for monies owed to Messrs. Clarke, Martin
and Weiss, and certain competitive matters. All litigation relating to or
involving Gemini Group and its affiliates was settled in October 1996, with
all entities and parties waiving and releasing any and all claims arising out
of or in connection with the subject matter of the litigation.

45
<PAGE>

LIMITATION OF LIABILITY AND INDEMNIFICATION.

Indemnification Agreements. Prior to the completion of the Offering, the
Company will enter into separate but identical indemnification agreements (the
"Indemnification Agreements") with each director and executive officer of the
Company and expects to enter into Indemnification Agreements with persons who
become directors or executive officers in the future. The Indemnification
Agreements shall provide that the Company will indemnify the director or
officer (the "Indemnitee") against any expenses or liabilities incurred by the
Indemnitee in connection with any proceeding in which such Indemnitee may be
involved as a party or otherwise, by reason of the fact that such Indemnitee
is or was a director or officer of the Company or by reason of any action
taken by or omitted to be taken by such Indemnitee while acting as an officer
or director of the Company, provided that such indemnity shall only apply if
(i) the Indemnitee was acting in good faith and in a manner the Indemnitee
reasonably believed to be in the best interests of the Company and, with
respect to any criminal action, had no reasonable cause to believe the
Indemnitee's conduct was unlawful, (ii) the claim was not made to recover
profits made by such Indemnitee in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any successor statute, (iii)
the claim was not initiated by the Indemnitee, (iv) the claim was not covered
by applicable insurance, or (v) the claim was not for an act or omission of a
director of the Company from which a director may not be relieved of liability
under Section 102(b)(7) of the Delaware General Corporation Law ("DGCL"). Each
Indemnitee will undertake to repay the Company for any costs or expenses paid
by the Company if it shall ultimately be determined that such Indemnitee is
not entitled to indemnification under the Indemnification Agreements.

Provisions of Certificate of Incorporation. As allowed by the DGCL, the
Company's Certificate of Incorporation provides for the limitation of the
liability of the directors of the Company for monetary damages to the fullest
extent permissible under Delaware law. See "Description of Capital Stock--
Certain Provisions of Delaware Law and the Company's Certificate of
Incorporation. The Company's Certificate of Incorporation also permits the
Company to indemnify its officers and directors to the fullest extent
permitted by law.

Directors and Officers Insurance. The Company intends to obtain directors
and officers liability and company reimbursement insurance pursuant to which
the insurer will pay, on behalf of directors and officers of the Company,
certain losses (as defined) incurred as a result of specified wrongful acts by
such persons, for which they are not indemnified by the Company. In addition,
the insurer will reimburse the Company for certain losses incurred as a result
of the Company's indemnification of an officer or director in connection with
such a wrongful act. The policy will provide that the insurer's aggregate
liability to the Company with respect to a single policy year shall not exceed
$10 million and is subject to customary exclusions.

46
<PAGE>

CERTAIN TRANSACTIONS

On August 20, 1996, Warrenton and Summit Asset Holding LLC ("Summit") each
purchased 50 percent of the Common Stock of the Company for consideration of
$67,000. Simultaneously, each of Warrenton and Summit entered into certain
loan agreements with the Company evidenced by notes payable to Summit in the
amount of $1,133,000 and to Warrenton in the amount of $1,433,000. On August
21, 1996, the Company acquired all of the outstanding stock of ICON Capital
and ICON Securities for $9,332,680. See Note 2 of the Notes to Consolidated
and Combined Financial Statements.

Upon consummation of the Offering, the remaining indebtedness evidenced by
the Warrenton note payable ($1,112,760 as of September 30, 1997) will be
converted to 139,095 shares of Common Stock (assuming an initial public
offering price of $8.00 per share). In October 1997, Summit agreed to have its
shares of the Common Stock of the Company redeemed by the Company for
consideration of $7.2 million pursuant to the terms of a Stock Redemption
Agreement between the Company and Summit. In addition, the Company has agreed
to repay $1,133,000 (as of September 30, 1997 and excluding accrued interest)
in indebtedness owed to Summit. Also, the Company agreed to enter into a five-
year Trading Agreement with Summit under which Summit will grant the Company a
right of first refusal to purchase all equipment lease transactions from
$500,000 to $15 million (as measured by gross purchase price) which Summit
originates in the United Kingdom and which meet the credit quality and
residual risk parameters established by the Company's Investment Committee as
they may be revised from time to time. As consideration for this right of
first refusal, the Company will agree not to source United Kingdom lease
transactions other than from Summit, unless such lease transactions are
already in the portfolio of a third party, whether in the United Kingdom or in
other countries in the European community. In addition, the Company agreed to
issue Summit upon consummation of the Offering warrants exercisable, in the
four-year period commencing upon the first anniversary of the consummation of
the Offering, for 424,173 shares of Common Stock at a price per share equal to
the initial public offering price. In the fiscal year ended March 31, 1997,
Summit Asset Management Limited, the managing member of Summit, sold an
equipment lease to the ICON Seven partnership for consideration of
approximately $20.9 million and received an acquisition fee of approximately
$156,000 in connection with such transaction. The Company believes the terms
of such transaction were substantially similar to those which could have been
obtained if such transaction had been conducted at arms' length among
unrelated parties.

Peter B. Beekman was a principal owner of ICON Capital and ICON Securities
and President of ICON Capital prior to its acquisition by ICON Holdings in
August 1996. See Notes 2 and 8 of the Notes to Consolidated and Combined
Financial Statements.

Adolfo R. Garcia, who has agreed to serve as a director of the Company after
consummation of the Offering, is the President of Adolfo R. Garcia, P.C., a
professional corporation which is a partner of McDermott, Will & Emery, the
law firm that represents the Company in connection with the Offering.

47
<PAGE>

PRINCIPAL STOCKHOLDERS AND
BENEFICIAL OWNERSHIP OF MANAGEMENT

The following table sets forth information as of September 30, 1997, as
adjusted to reflect the sale of the Common Stock offered hereby, with respect
to the beneficial ownership of Common Stock of each person known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, each director, designated future director and executive officer of the
Company, and all designated future directors, current directors and executive
officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK OWNED
---------------------- ----------------------
BEFORE AFTER BEFORE AFTER
OFFERING OFFERING OFFERING OFFERING
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Warrenton Capital
Partners L.L.C......... 4,000,000 4,139,095(3) 50.0% 29.3%
200 East Washington
Street
Middleburg, Virginia
20117
Summit Asset Holding
L.L.C.................. 4,000,000(1) -- 50.0 --
c/o Roy & Stevens
Sears Crescent Building
100 City Hall Plaza
Boston, MA 02108
Beaufort J. B. Clarke,.. 4,000,000(2) 4,139,095(2)(3) 50.0 29.3
Chairman of the Board,
President and Chief
Executive Officer
Paul B. Weiss,.......... 4,000,000(2) 4,139,095(2)(3) 50.0 29.3
Vice Chairman of the
Board and Executive
Vice President
Thomas W. Martin,....... 4,000,000(2) 4,139,095(2)(3) 50.0 29.3
Executive Vice
President and Director
Gary N. Silverhardt,.... -- -- -- --
Chief Financial Officer
Adolfo R. Garcia,....... -- -- -- --
Future Director
Robert D. Walter........ -- -- -- --
Future Director
All directors,
designated future
director and executive
officers as a group (9
persons)............... 4,000,000(2) 4,139,095(2)(3) 50.0 29.3
</TABLE>
- --------
(1) Such shares will be redeemed upon consummation of the Offering. See
"Certain Transactions."
(2) Consists of shares held by Warrenton, as to which entity each of Messrs.
Clarke, Weiss and Martin hold a greater-than-10% beneficial ownership
interest. Each of Messrs. Clarke, Weiss and Martin disclaim beneficial
ownership of such shares to the extent such deemed beneficial ownership
exceeds their respective pro rata beneficial ownership of Warrenton.

(3) Includes 139,095 shares (assuming an initial public offering price of
$8.00 per share) to be issued to Warrenton upon consummation of the
Offering, in exchange for indebtedness of $1,112,760 (as of September 30,
1997). See "Certain Transactions."

48
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company upon completion of the Offering
will consist of 50,000,000 shares of Common Stock, par value $.01 per share,
and 10,000,000 shares of Preferred Stock, $.01 par value per share. The Common
Stock, prior to completion of the Offering, consists of Class A voting shares
and Class B non-voting shares. Other than voting rights, the Class A and Class
B shares are identical. The Company and the holder of the 1,000 shares of the
Class B Common Stock which are outstanding as of the date of this Prospectus
have entered into an agreement whereby such shares shall be redeemed by the
Company upon consummation of the Offering for $349,000 and other
consideration. See "Use of Proceeds." The Restated Charter will remove the
Class A and Class B designations. Unless indicated otherwise, when used with
respect to periods of time prior to consummation of the Offering, the term
"Common Stock" in this Prospectus refers exclusively to the Class A Common
Stock. Upon consummation of the Offering, the Company will have outstanding
14,139,095 shares of Common Stock; 15,639,095 if the Underwriters' over-
allotment option is exercised in full. The following summary description of
the capital stock of the Company does not purport to be complete and is
subject to the detailed provisions of, and qualified in its entirety by
reference to, the Company's Restated Charter to be filed with the Delaware
Secretary of State upon consummation of the Offering and its By-laws, copies
of which have been filed as exhibits to the Registration Statement of which
this Prospectus forms a part, and to the applicable provisions of the DGCL.

COMMON STOCK

The holders of the Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of the stockholders. Holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available. See "Dividend
Policy." In the event of a liquidation, dissolution or winding-up of the
Company, holders of the Common Stock are entitled to share ratably in the
distribution of all assets remaining after payment of liabilities, subject to
the rights of any holders of preferred stock of the Company. The holders of
Common Stock have no preemptive rights to subscribe for additional shares of
the Company and no right to convert their Common Stock into any other
securities. In addition, there are no redemption or sinking-fund provisions
applicable to the Common Stock. All of the outstanding shares of Common Stock
are, and the shares of Common Stock offered hereby will be, fully paid and
nonassessable.

DESCRIPTION OF PREFERRED STOCK

The Restated Charter authorizes the Board of Directors, subject to any
limitations prescribed by law and without further stockholder approval, to
issue from time to time up to 10,000,000 shares of $.01 par value preferred
stock of the Company (the "Preferred Stock") in one or more series. Each such
series of Preferred Stock shall have such number of shares, designations,
preferences, voting powers, qualifications or special or relative rights or
privileges as shall be determined by the Board of Directors in its sole
discretion, which may include, among others, dividend rights, voting rights,
redemption and sinking-fund provisions, liquidation preferences, conversion
rights and preemptive rights.

The stockholders of the Company have granted the Board of Directors
authority to issue the Preferred Stock and to determine its rights and
preferences in order to eliminate delays associated with a stockholder vote on
specific issuances. The rights of the holders of Common Stock will be subject
to the rights of holders of any Preferred Stock issued in the future. The
issuance of Preferred Stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, a majority of the
outstanding voting stock of the Company. The Company currently has no plans to
issue any shares of Preferred Stock.

CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY'S CERTIFICATE OF
INCORPORATION AND BY-LAWS

The Company's Restated Charter provides that no director of the Company will
be liable to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability: (i) for

49
<PAGE>

any breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for any wilful or
negligent payment of an unlawful dividend, stock purchase or redemption; or
(iv) for any transaction from which the director derived an improper personal
benefit.

Certain provisions of Delaware law and the Company's Restated Charter and
By-laws could make more difficult the acquisition of the Company by means of a
tender offer, proxy contest or otherwise, and the removal of incumbent
officers and directors.

The provisions of the Restated Charter and By-laws described herein would
make more difficult or discourage a proxy contest or the assumption of control
by a holder of a substantial block of the Company's Common Stock or the
removal of the incumbent Board of Directors, and thus could have the effect of
perpetuating the incumbent management. At the same time, the provisions would
help ensure that the Board of Directors, if confronted by a surprise proposal
from a third party that has recently acquired a block of the Company's voting
stock, will have sufficient time to review the proposal and appropriate
alternatives to the proposal and to seek a premium price for the stockholders.
These provisions are thus intended to encourage persons seeking to acquire
control of the Company to initiate such an acquisition through arms' length
negotiations with the Company's management and Board of Directors. The
provisions are permitted under Delaware law and are consistent with the rules
of the Nasdaq National Market.

The following discussion is a general summary of material provisions of the
Company's Restated Charter and By-laws, as currently in effect, and certain
other regulatory provisions, which may be deemed to have an "anti-takeover"
effect. The following description of certain of these provisions is
necessarily general and, with respect to provisions contained in the Company's
Restated Charter and By-laws, as currently in effect, reference should be made
in each case to the document in question, each of which is part of the
Registration Statement filed with the Commission. See "Available Information."

Directors. Certain provisions of the Restated Charter and By-laws will
impede changes in majority control of the Board of Directors. The Restated
Charter will provide that the Board of Directors of the Company are to be
divided into three classes, with directors in each class elected for three-
year staggered terms except for the initial directors. This classification of
the Board of Directors could make it more difficult for a third party to
acquire control of the Company, because it would require more than one annual
meeting of stockholders to elect a majority of the directors. The Company's
Restated Charter will also provide that any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, shall be filled for the remainder of the unexpired term by a
majority vote of the directors then in office.

Restrictions on Call of Special Meetings. The By-laws provide that a special
meeting of stockholders may be called only by the Board of Directors, the
Chairman of the Board, the President, or an Executive Vice President, and for
the transaction of any proper business. Holders of Common Stock, in their
capacity as stockholders, are not authorized to call a special meeting.

Absence of Cumulative Voting. The Restated Charter does not provide for
cumulative voting rights in the election of directors.

Authorization of Preferred Stock. The Restated Charter authorizes 10,000,000
shares of Preferred Stock. The Company is authorized to issue Preferred Stock
from time to time in one or more series subject to applicable provisions of
law, and the Board of Directors is authorized to fix the designations, powers,
preferences and rights of such shares, including voting rights and conversion
rights. In the event of a proposed merger, tender offer or other attempt to
gain control of the Company that the Board of Directors does not approve, it
might be possible for the Board of Directors to authorize the issuance of a
series of Preferred Stock with rights and preferences that would impede the
completion of such a transaction. An effect of the possible issuance of
Preferred Stock,

50
<PAGE>

therefore, may be to deter a future takeover attempt. The Board of Directors
has no present plans or understandings for the issuance of any Preferred
Stock, and does not intend to issue any Preferred Stock except on terms which
the Board of Directors deems to be in the best interests of the Company and
its stockholders.

Amendment to Certificate of Incorporation and By-Laws. Amendments to the
Company's Certificate of Incorporation requires the approval by a majority
vote of the Company's Board of Directors and also by a majority vote of the
outstanding shares of the Company's stock entitled to vote thereon. The By-
laws may be amended by a majority vote of the Board of Directors or the
affirmative vote of a majority of the outstanding shares of the Company's
stock entitled to vote thereon.

Delaware Anti-Takeover Statute. Generally, Section 203 of the DGCL prevents
an "interested stockholder" (defined generally as a person owning 15% or more
of the outstanding voting stock of a Delaware corporation, such as the
Company) from engaging in a "business combination" with such corporation for
three years following the date that the person became an interested
stockholder. The takeover can be completed, however, if (i) the buyer, while
acquiring the 15% interest, acquires at least 85% of the Company's outstanding
stock (the 85% requirement excludes shares held by directors who are also
officers and certain shares held under employee stock plans), or (ii) the
takeover is approved by the target corporation's board of directors and two-
thirds of the shares of outstanding stock of the Company (excluding shares
held by the bidder). Section 203 could make it more difficult for a third
party to acquire control of the Company, but does not apply to Delaware
corporations that do not have a class of voting stock listed on a national
exchange, authorized for quotation on an inter-dealer quotation system of a
registered national securities association or held of record by more than
2,000 stockholders. The Company may exempt itself from the requirements of the
DGCL by adopting an amendment to its Certificate of Incorporation or By-laws
electing not to be governed by this provision. At the present time, the Board
of Directors does not intend to propose any such amendment.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is State Street Bank
and Trust Company.

51
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, the Company will have 14,139,095 shares
of Common Stock outstanding. The 10,000,000 shares sold in the Offering will
be freely tradeable without restriction or further registration under the
Securities Act, unless acquired by an "affiliate" of the Company, as that term
is defined in Rule 144; shares held by affiliates will be subject to resale
limitations of Rule 144 described below. All of the remaining outstanding
shares of Common Stock held by affiliates and, subject to the volume and other
limitations of Rule 144, will be available for resale at various dates
beginning 180 days after the date of this Prospectus, upon expiration of
applicable lock-up agreements described below and subject to compliance with
Rule 144 as the holding provisions of Rule 144 are satisfied. Also, the
Representative has been granted warrants exercisable during periods commencing
on or after the second anniversary of, and ending on the fifth anniversary of,
the consummation of the Offering for 494,868 shares (547,368 if the
Underwriters' over-allotment is exercised) of Common Stock at the initial
public offering price, which shares have been registered for resale by
separate prospectus under the Registration Statement of which this Prospectus
is a part for resale from time to time. Further, upon consummation of the
Offering, 2,000,000 shares will be reserved for issuance pursuant to
provisions of the Company's 1997 Stock Option Plan, and 200,000 shares of
Common Stock will be reserved for issuance pursuant to provisions of the 1997
Non-Employee Directors Stock Option Plan. The Company intends to file a
registration statement on Form S-8 as soon as practicable after the
consummation of the Offering with respect to the shares of Common Stock
issuable under such plans.

In general, under Rule 144 as currently in effect, a stockholder who has
beneficially owned for at least one year shares privately acquired directly or
indirectly from the Company or from an affiliate of the Company, and persons
who are affiliates of the Company who have acquired the shares in registered
transactions, will be entitled to sell within any three-month period a number
of shares that does not exceed the greater of: (i) one percent of the
outstanding shares of Common Stock (approximately 141,391 shares) immediately
after consummation of the Offering; or (ii) the average weekly trading volume
in the Common Stock during the four calendar weeks preceding such sale. Sales
under Rule 144 are also subject to certain requirements relating to the manner
and notice of sale and the availability of current public information about
the Company.

Each of the Company, its executive officers and directors, Summit and
Warrenton has agreed not to offer, pledge, sell, contract to sell, or
otherwise transfer or dispose, directly or indirectly, of any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock during the period ending 180 days after the date of this
Prospectus without the prior consent of Friedman, Billings, Ramsey & Co., Inc.

Prior to this Offering, there has been no market for the Common Stock. No
predictions can be made with respect to the effect, if any, that public sales
of shares of the Common Stock or the availability of shares for sale will have
on the market price of the Common Stock after the completion of the Offering.
Sales of substantial amounts of Common Stock in the public market following
the Offering, or the perception that such sales may occur, could adversely
affect the market price of the Common Stock or the ability of the Company to
raise capital through sales of its equity securities.

52
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the underwriters named below (the
"Underwriters") and each of the Underwriters, for whom Friedman, Billings,
Ramsey & Co., Inc., is acting as Representative, has severally agreed to
purchase, the number of shares of Common Stock offered hereby set forth below
opposite its name:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
Friedman, Billings, Ramsey & Co., Inc..........................
Total.......................................................... 10,000,000
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to purchase all the shares of Common Stock offered
hereby if any are purchased.

The Underwriters propose initially to offer the shares of Common Stock
directly to the public at the public offering price set forth on the cover
page of this Prospectus and to certain dealers at such offering price less a
concession not to exceed $ per share of Common Stock. The Underwriters may
allow and such dealers may reallow a concession not to exceed $ per share of
Common Stock to certain other dealers. After the shares of Common Stock are
released for sale to the public, the offering price and other selling terms
may be changed by the Underwriters.

The Company has granted to the Underwriters an over-allotment option (the
"Over-Allotment Option"), which is an option exercisable during a 30-day
period after the date hereof to purchase, at the initial offering price less
underwriting discounts and commissions, up to an additional 1,500,000 shares
of Common Stock for the sole purpose of covering over-allotments, if any. To
the extent that the Underwriters exercise the Over-Allotment Option, each
Underwriter will be committed, subject to certain conditions, to purchase a
number of the additional shares of Common Stock proportionate to such
Underwriter's initial commitment.

The Company has agreed to issue upon consummation of the Offering to the
Representative and/or its designees warrants (the "Representative's Warrants")
to purchase, during periods commencing on or after the second anniversary of,
and ending on the fifth anniversary of, the consummation of the Offering (the
"Warrant Exercise Term"), up to 494,868 shares of Common Stock (547,368 shares
if the Over-Allotment Option is exercised in full), representing 3.5% of the
shares of Common Stock outstanding after completion of the Offering, at a
purchase price equal to the initial public offering price per share. The
Company has also registered for resale shares of Common Stock underlying the
Representative's Warrants. During the Warrant Exercise Term, the
Representative is given the opportunity to profit from a rise in market price
of the shares of Common Stock. To the extent that the Representative's
Warrants are exercised, dilution to the interests of the holders of the Common
Stock will occur. In addition, the terms upon which the Company will be able
to obtain additional equity capital may be adversely affected because the
holders of the Representative's Warrants can be expected to exercise them at a
time when the Company likely would be able to obtain any needed capital on
terms more favorable to the Company than those provided in the
Representative's Warrants. In addition, the Company has agreed to reimburse
the Representative for its reasonable expenses in connection with the
Offering, including fees and expenses of its counsel.

53
<PAGE>

The Company has agreed to indemnify the several Underwriters against certain
civil liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make in respect thereof.

Prior to the Offering, there has been no public market for the shares of
Common Stock. The initial public offering price has been determined by
negotiation between the Company and the Representative. Among the factors
considered in making such determination were an assessment of management, the
Company's prospects for future earnings, the general conditions of the economy
and the securities market and the prices of offerings by similar issuers.
There can, however, be no assurance that the price at which the shares of
Common Stock will sell in the public market after the Offering will not be
lower than the price at which they are sold by the Underwriters.

The Representative has informed the Company that the Underwriters do not
intend to confirm sales of the shares offered hereby to any accounts over
which they exercise discretionary authority.

Until the distribution of the Common Stock is completed, the rules of the
Commission may limit the ability of the Underwriters and certain selling-group
members to bid for or purchase the Common Stock. As an exception to these
rules, the Representative is permitted to engage in certain transactions that
stabilize the price of the Common Stock. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offering (i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus), the Representative
may reduce that short position by purchasing shares of Common Stock in the
open market. The Representative may also elect to reduce any short position by
exercising all or part of the Over-Allotment Option described above.

The Representative may also impose a penalty bid on certain Underwriters and
selling-group members. This means that if the Representative purchases Common
Stock in the open market to reduce the Underwriters' short position or to
stabilize the price of the Common Stock, it may reclaim the amount of the
selling concession from the Underwriters and selling group members who sold
that Common Stock as part of the Offering.

In general, purchases of securities for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of a security to the extent that it
were to discourage resales of the security.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that the Representative will engage in such transactions or
that such transactions, once commenced, will not be discontinued without
notice.

Each of the Company and its existing stockholders, executive officers and
directors has generally agreed not to offer, pledge, sell, contract to sell,
or otherwise transfer or dispose, directly or indirectly, of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock during the period ending 180 days after the date of this
Prospectus without the prior consent of the Representative.

From time to time, each of the Underwriters and their respective affiliates
may provide investment banking services to the Company. The Company has agreed
that for a three-year period following the Offering that if it engages a
financial advisor in connection with any merger, acquisition or strategic
transaction, the Representative shall act as such advisor. In addition, if the
Company undertakes any private or public offering of debt or equity securities
of the Company during such period, the Representative shall act as lead
manager of any such offering.

54
<PAGE>

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by McDermott, Will & Emery, Boston, Massachusetts, a
partnership including professional corporations. Certain legal matters will be
passed upon for the Underwriters by Kirkland & Ellis, Washington, D.C.

EXPERTS

The consolidated balance sheet of the Company as of March 31, 1997 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the period from August 21, 1996 (formation of the Company) to
March 31, 1997, and the combined balance sheet of ICON Capital and ICON
Securities as of March 31, 1996 and the related combined statements of income,
changes in stockholders' equity and cash flows for the period from April 1,
1996 to August 20, 1996 and for the years ended March 31, 1996 and 1995 have
been included herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

55
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AUDITED FINANCIAL STATEMENTS
Independent Auditors' Report............................................. F-2
Consolidated Balance Sheet as of March 31, 1997 (Successor) and Combined
Balance Sheet as of March 31, 1996 (Predecessor)........................ F-3
Consolidated Statement of Income for the period August 21, 1996 through
March 31, 1997 (Successor) and Combined Statements of Income for the
period April 1, 1996 through August 20, 1996 and the years ended March
31, 1996 and 1995 (Predecessor)......................................... F-4
Consolidated Statement of Changes in Stockholders' Equity for the period
August 21, 1996 through March 31, 1997 (Successor) and Combined
Statements of Changes in Stockholders' Equity for the period April 1,
1996 through August 20, 1996 and the years ended March 31, 1996 and 1995
(Predecessor)........................................................... F-5
Consolidated Statement of Cash Flows for the period August 21, 1996
through March 31, 1997 (Successor) and Combined Statements of Cash Flows
for the period April 1, 1996 through August 20, 1996 and the years ended
March 31, 1996 and 1995 (Predecessor)................................... F-6
Notes to Consolidated and Combined Financial Statements.................. F-7
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets as of September 30, 1997 and March 31, 1997.. F-16
Consolidated Statements of Income for the six months ended September 30,
1997 and for the period August 21, 1996 through September 30, 1996
(Successor) and Combined Statement of Income for the period April 1,
1996 to August 20, 1996 (Predecessor)................................... F-17
Consolidated Statements of Income for the three months ended September
30, 1997 and for the period August 21, 1996 through September 30, 1996
(Successor) and Combined Statement of Income for the period July 1, 1996
to August 20, 1996 (Predecessor)........................................ F-18
Consolidated Statements of Changes in Stockholders' Equity for the six
months ended September 30, 1997 and for the period August 21, 1996
through September 30, 1996 (Successor) and Combined Statement of Changes
in Stockholders' Equity for the period April 1, 1996 to August 20, 1996
(Predecessor)........................................................... F-19
Consolidated Statements of Cash Flows for the six months ended September
30, 1997 and for the period August 21, 1996 through September 30, 1996
(Successor) and Combined Statement of Cash Flows for the period April 1,
1996 to August 20, 1996 (Predecessor)................................... F-20
Notes to Interim Consolidated and Combined Financial Statements.......... F-22
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
ICON Holdings Corp.:

We have audited the accompanying consolidated balance sheet of ICON Holdings
Corp. ("Holdings") (Successor) as of March 31, 1997 and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for the period from August 21, 1996 (formation of the Company) to March
31, 1997. We have also audited the accompanying combined balance sheet of ICON
Capital Corp. ("Capital") and ICON Securities Corp. ("Securities")
(collectively, Predecessor) as of March 31, 1996 and the related combined
statements of income, changes in stockholders' equity and cash flows for the
period from April 1, 1996 to August 20, 1996 and for the years ended March 31,
1996 and 1995. These consolidated and combined financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated and combined financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated and combined financial statements referred
to above present fairly, in all material respects, the financial position of
Holdings (Successor) as of March 31, 1997 and Capital and Securities
(collectively, Predecessor) as of March 31, 1996, and the results of their
operations and their cash flows for the periods April 1, 1996 to August 20,
1996 (Predecessor) and August 21, 1996 to March 31, 1997 (Successor), and for
the years ended March 31, 1996 and March 31, 1995 (Predecessor), in conformity
with generally accepted accounting principles.

As discussed in note 2 to the financial statements, Capital and Securities
were acquired by Holdings (a newly formed corporation) in a business
combination accounted for as a purchase. As a result of the acquisition, the
financial information for the period after the acquisition is presented on a
different cost basis than that for the periods before the acquisition and,
therefore, is not comparable.

KPMG Peat Marwick LLP

October 17, 1997
New York, New York

F-2
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

BALANCE SHEETS

MARCH 31,

ASSETS

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR)
------------ ----------------
CONSOLIDATED COMBINED CAPITAL
HOLDINGS AND SECURITIES
1997 1996
------------ ----------------
<S> <C> <C>
Cash............................................. $ 747,123 $ 184,870
Receivables from related parties--managed
partnerships.................................... 1,323,502 2,023,380
Prepaid and other assets......................... 200,098 150,749
Deferred charges................................. 379,717 302,886
Receivables from affiliates...................... -- 336,806
Fixed assets and leasehold improvements, at cost,
less accumulated depreciation and amortization
of $1,533,265 and $1,246,975.................... 752,472 781,058
Goodwill, less accumulated amortization of
$574,500 and $0................................. 8,270,294 --
Investment in equipment under an operating lease,
at cost, less accumulated depreciation of $0 and
$1,079,939...................................... -- 4,260,497
----------- ----------
Total assets................................. $11,673,206 $8,040,246
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses............ $ 1,214,366 $ 871,770
Due to stockholder............................... 432,742 --
Subordinated notes payable--related party........ 2,399,336 --
Notes payable--seller financing.................. 3,342,196 --
Notes payable--recourse.......................... 196,105 46,185
Notes payable--non-recourse...................... -- 4,262,185
Deferred income taxes, net....................... 1,532,928 483,944
Deferred management fees--managed partnerships... 758,452 667,824
----------- ----------
Total liabilities............................ 9,876,125 6,331,908
----------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock: $.01 par value; 1,000 shares
authorized, issued and outstanding at March 31,
1997. No par value; $10 stated value;
3,200 shares authorized, 1,600 shares issued
and outstanding at March 31, 1996.............. 10 15,100
Additional paid-in capital...................... 133,990 739,300
Retained earnings............................... 1,663,081 953,938
----------- ----------
1,797,081 1,708,338
----------- ----------
Total liabilities and stockholders' equity... $11,673,206 $8,040,246
=========== ==========
</TABLE>

See accompanying notes to consolidated and combined financial statements.

F-3
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
(PREDECESSOR) (SUCCESSOR) (PREDECESSOR) (PREDECESSOR)
------------- ------------ ------------- -------------
COMBINED COMBINED COMBINED
CAPITAL AND CONSOLIDATED CAPITAL AND CAPITAL AND
SECURITIES HOLDINGS TOTAL SECURITIES SECURITIES
4/1/96 8/21/96 FOR THE FOR THE FOR THE
TO TO YEAR ENDED YEAR ENDED YEAR ENDED
8/20/96 3/31/97 3/31/97(1) 3/31/96 3/31/95
------------- ------------ ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues:
Fees--managed
partnerships.......... $2,985,092 $ 9,195,146 $12,180,238 $ 9,375,796 $8,436,772
Rental income from
investment in
operating lease....... 799,372 742,275 1,541,647 1,009,756 661,165
Interest income and
other income.......... 21,102 98,789 119,891 58,939 37,204
---------- ----------- ----------- ----------- ----------
Total revenues...... 3,805,566 10,036,210 13,841,776 10,444,491 9,135,141
---------- ----------- ----------- ----------- ----------
Expenses:
Selling, general and
administrative........ 3,399,180 4,809,128 8,208,308 8,494,559 7,189,420
Amortization of
deferred charges...... 118,190 366,389 484,579 473,484 373,075
Amortization of
goodwill.............. -- 574,500 574,500 -- --
Depreciation and
amortization.......... 121,368 197,632 319,000 329,121 336,944
Depreciation--equipment
under operating
lease................. 660,160 633,615 1,293,775 652,704 320,426
Interest expense--non-
recourse financings... 139,212 108,660 247,872 333,728 329,030
Interest expense--
recourse financings... 5,565 555,417 560,982 27,344 60,186
Write off of related
party notes
receivable............ -- -- -- -- 225,000
---------- ----------- ----------- ----------- ----------
Total expenses...... 4,443,675 7,245,341 11,689,016 10,310,940 8,834,081
---------- ----------- ----------- ----------- ----------
Income (loss) before
provision for income
taxes.................. (638,109) 2,790,869 2,152,760 133,551 301,060
Provision for income
taxes.................. -- 1,127,788 1,127,788 74,663 137,743
---------- ----------- ----------- ----------- ----------
Net income (loss)....... $ (638,109) $ 1,663,081 $ 1,024,972 $ 58,888 $ 163,317
========== =========== =========== =========== ==========
</TABLE>
- --------
(1) As discussed in note 2 of the accompanying notes to the consolidated and
combined financial statements, Capital and Securities were acquired by
ICON Holdings on August 21, 1996, in a business combination accounted for
as a purchase. As a result of the acquisition, the financial information
for the period after the acquisition is presented on a different cost
basis than that for the periods before the acquisition and, therefore, the
amounts in the total column for the year ended March 31, 1997 are not
comparable to the years ended March 31, 1996 and 1995 as a result of
goodwill and its related amortization.

See accompanying notes to consolidated and combined financial statements.

F-4
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK NOTE
------------------- ADDITIONAL RECEIVABLE TOTAL
SHARES PAR PAID-IN RETAINED FROM STOCKHOLDERS'
OUTSTANDING VALUE CAPITAL EARNINGS STOCKHOLDER EQUITY
----------- ------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Combined Capital and
Securities
(Predecessor)
Balance at March 31,
1994.................. 1,600 $15,100 $1,439,300 $ 831,733 $(700,000) $1,586,133
Net income............. -- -- -- 163,317 -- 163,317
----- ------- ---------- ---------- --------- ----------
Balance at March 31,
1995.................. 1,600 15,100 1,439,300 995,050 (700,000) 1,749,450
Cancellation of note
receivable from
stockholder........... -- -- (700,000) -- 700,000 --
Dividends.............. -- -- -- (100,000) -- (100,000)
Net income............. -- -- -- 58,888 -- 58,888
----- ------- ---------- ---------- --------- ----------
Balance at March 31,
1996.................. 1,600 15,100 739,300 953,938 -- 1,708,338
Net loss............... -- -- -- (638,109) -- (638,109)
----- ------- ---------- ---------- --------- ----------
Balance at August 20,
1996.................. 1,600 $15,100 $ 739,300 $ 315,829 $ -- $1,070,229
===== ======= ========== ========== ========= ==========
Consolidated Holdings
(Successor)
August 21, 1996 (date
of acquisition of
Capital and
Securities)........... -- $ -- $ -- $ -- $ -- $ --
Capitalization of
Holdings.............. 1,000 10 133,990 -- -- 134,000
Net income............. -- -- -- 1,663,081 -- 1,663,081
----- ------- ---------- ---------- --------- ----------
Balance at March 31,
1997.................. 1,000 $ 10 $ 133,990 $1,663,081 $ -- $1,797,081
===== ======= ========== ========== ========= ==========
</TABLE>

See accompanying notes to consolidated and combined financial statements.

F-5
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(PREDECESSOR) (SUCCESSOR) (PREDECESSOR) (PREDECESSOR)
------------- ------------ ------------- -------------
COMBINED COMBINED COMBINED
CAPITAL AND CONSOLIDATED CAPITAL AND CAPITAL AND
SECURITIES HOLDINGS TOTAL SECURITIES SECURITIES
4/1/96 8/21/96 FOR THE FOR THE FOR THE
TO TO YEAR ENDED YEAR ENDED YEAR ENDED
8/20/96 3/31/97 3/31/97 3/31/96 3/31/95
------------- ------------ ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income (loss)...... $ (638,109) $ 1,663,081 $ 1,024,972 $ 58,888 $ 163,317
Adjustments to
reconcile net income
(loss) to net cash
provided by operating
activities:
Depreciation and
amortization......... 781,528 831,247 1,612,775 981,825 657,370
Amortization of
goodwill............. -- 574,500 574,500 -- --
Amortization of
deferred charges..... 118,190 366,389 484,579 473,484 373,075
Interest expense paid
directly to lender by
lessee............... 139,212 108,660 247,872 333,728 329,030
Rental income paid
directly to lender by
lessee............... (799,372) (742,275) (1,541,647) (1,009,756) (661,165)
Principal payments on
litigation
settlement........... -- -- -- (55,847) (50,545)
Write-off of related
party notes
receivable........... -- -- -- -- 225,000
Deferred income
taxes................ -- 1,048,984 1,048,984 74,103 135,420
Changes in operating
assets and
liabilities:
Receivables from
managed partnerships,
net of deferred...... 1,364,974 (574,468) 790,506 (156,672) (218,239)
Prepaid and other
assets............... 38,680 317,181 355,861 41,827 262,465
Deferred charges...... (153,479) (407,931) (561,410) (495,680) (423,259)
Receivables from
affiliates........... (68,404) 130,242 61,838 (273,294) (291,489)
Accounts payable and
accrued expenses..... (158,491) 219,556 61,065 371,597 (9,008)
---------- ----------- ----------- ----------- ---------
Total adjustments... 1,262,838 1,872,085 3,134,923 285,315 328,655
---------- ----------- ----------- ----------- ---------
Net cash provided by
operating activities... 624,729 3,535,166 4,159,895 344,203 491,972
---------- ----------- ----------- ----------- ---------
Cash flows from
investing activities:
Purchase of fixed
assets................ (9,962) (81,471) (91,433) (157,694) (145,766)
Investment in
Partnership........... -- -- -- (1,000) --
Loan to related party.. -- -- -- -- (225,000)
Acquisition of Capital
and Securities........ -- (2,683,000) (2,683,000) -- --
---------- ----------- ----------- ----------- ---------
Net cash used by
investing activities... (9,962) (2,764,471) (2,774,433) (158,694) (370,766)
---------- ----------- ----------- ----------- ---------
Cash flows from
financing activities:
Holdings capital
contributions......... -- 134,000 134,000 -- --
Proceeds from
subordinated notes
payable............... -- 2,599,000 2,599,000 -- --
Principal payments on
subordinated notes
payable............... -- (199,664) (199,664) -- --
Seller notes retired... -- (2,949,680) (2,949,680) -- --
Principal payments on
seller notes.......... -- (357,804) (357,804) -- --
Dividend paid to
parent................ -- -- -- (100,000) --
Principal payments on
notes payable--
recourse financings... (45,417) (3,644) (49,061) (291,407) (287,908)
---------- ----------- ----------- ----------- ---------
Net cash used by
financing activities... (45,417) (777,792) (823,209) (391,407) (287,908)
---------- ----------- ----------- ----------- ---------
Net increase (decrease)
in cash................ 569,350 (7,097) 562,253 (205,898) (166,702)
Cash, beginning of
period................. 184,870 754,220 184,870 390,768 557,470
---------- ----------- ----------- ----------- ---------
Cash, end of period..... $ 754,220 $ 747,123 $ 747,123 $ 184,870 $ 390,768
========== =========== =========== =========== =========
</TABLE>

See accompanying notes to consolidated and combined financial statements.

F-6
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

MARCH 31, 1997

(1) ORGANIZATION

ICON Holdings Corp. ("Holdings") was formed on May 1, 1996 as a Delaware
corporation. Holdings is fifty-percent owned by Summit Asset Holding L.L.C.
("Summit"), a subsidiary of a diversified financial and business services
group based in the United Kingdom and fifty-percent owned by Warrenton Capital
Partners L.L.C. ("Warrenton"). Warrenton was formed by two of the founders of
Griffin Equity Partners, Inc., a U.S. company engaged in the acquisition of
leases and lease portfolios. On August 21, 1996, Holdings acquired all of the
outstanding stock of ICON Capital Corp. ("Capital"), as well as all of the
outstanding stock of ICON Securities Corp. ("Securities"), an affiliate of
Capital. Holdings has five wholly-owned subsidiaries; Capital, Securities,
ICON Financial Corp., ICON Receivables Management Corp. and ICON Funding
Corp., and one sixty-percent owned subsidiary, MGC Griffin Capital Corp.,
(collectively, the "Company"). The primary activity of the Company is the
development, marketing, underwriting and management of publicly registered
equipment leasing limited partnerships. The Company is also engaged in the
business of originating and securitizing contract receivables and providing
consulting services to unrelated parties in connection with the acquisition
and administration of lease transactions. Capital is the general partner and
manager of ICON Cash Flow Partners, L.P., Series A ("ICON Cash Flow A"), ICON
Cash Flow Partners, L.P., Series B ("ICON Cash Flow B"), ICON Cash Flow
Partners, L.P., Series C ("ICON Cash Flow C"), ICON Cash Flow Partners, L.P.,
Series D ("ICON Cash Flow D"), ICON Cash Flow Partners, L.P., Series E ("ICON
Cash Flow E"), ICON Cash Flow Partners L.P. Six ("ICON Cash Flow Six") and
ICON Cash Flow Partners L.P. Seven ("ICON Cash Flow Seven") (collectively, the
"Partnerships"), which are publicly registered equipment leasing limited
partnerships. The Partnerships were formed for the purpose of acquiring
equipment and leasing such equipment to third parties. The Company's
investments in the Partnerships of $7,000 are carried at cost and are included
in prepaid and other assets.

Capital earns fees from the Partnerships on the sale of Partnership units
during their respective offering periods. Additionally, Capital earns
acquisition and management fees and shares in Partnership cash distributions.
ICON Cash Flow Seven began offering its units to suitable investors on
November 9, 1995. The offering period for ICON Cash Flow Seven will end
thirty-six months after the Partnership began offering such units, November 8,
1998.

Securities is a registered broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Securities has earned fees from the
underwriting and sale of ICON Cash Flow Seven units since its inception and
will continue to earn fees through the end of its proposed offering on
November 8, 1998.

The following table identifies pertinent offering information relating to
the Partnerships:

<TABLE>
<CAPTION>
DATE OPERATIONS DATE CEASED GROSS PROCEEDS
BEGAN OFFERING UNITS RAISED
--------------- -------------- --------------
<S> <C> <C> <C>
ICON Cash Flow A...... May 6, 1988 February 1, 1989 $ 2,504,500
ICON Cash Flow B...... September 22, 1989 November 15, 1990 20,000,000
ICON Cash Flow C...... January 3, 1991 June 21, 1991 20,000,000
ICON Cash Flow D...... September 13, 1991 June 5, 1992 40,000,000
ICON Cash Flow E...... June 6, 1992 July 31, 1993 61,041,151
ICON Cash Flow Six.... March 31, 1994 November 8, 1995 38,385,712
ICON Cash Flow Seven.. January 19, 1996 (a) 48,297,094(a)
------------
$230,228,457
============
</TABLE>
- --------
(a) Anticipated closing on November 8, 1998 with gross proceeds raised through
October 15, 1997.

F-7
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(2) ACQUISITION

On August 21, 1996, Holdings acquired all of the outstanding stock of
Capital and Securities for $9,332,680. The purchase price consisted of
$2,683,000 in cash and $6,649,680 in seller financing, of which $2,949,680 of
the seller financing was paid off at closing.

The acquisition has been accounted for as a purchase. The purchase price and
expenses associated with the acquisition exceeded the fair values allocated to
the assets acquired and the liabilities assumed as of the date of acquisition.
The excess of the purchase price ($8,284,406) and related expenses ($560,388)
over the estimated fair values of the net assets acquired has been recorded as
goodwill and is being amortized on a straight line basis over ten and five
year periods, respectively. The factors that influenced the determination of
the amortization period included (i) the Company's historical operating
performances and earnings history, (ii) the projected fees and administrative
expenses contractually owed to the Company upon collection of existing gross
receivables by the ICON Partnerships, (iii) the position of the acquired
enterprise in the market, including its customers and product mix, and (iv)
the opportunities to expand the product offerings.

The following unaudited pro forma financial information presents the
consolidated results of operations of Holdings as if the acquisition of
Capital and Securities had occurred at the beginning of the fiscal year ended
March 31, 1997, after giving effect to certain adjustments, including the
amortization of goodwill (i.e. costs in excess of net assets of businesses
acquired), increased interest expense from debt assumed to have been issued to
fund the acquisition, elimination of management fees paid to Securities'
former parent and the income tax effects of the afore mentioned. This pro
forma financial information does not necessarily reflect the results of
operations as they would have been if Holdings, Capital and Securities had
constituted a single entity during such periods and is not necessarily
indicative of results which may be obtained in the future.

<TABLE>
<CAPTION>
PRO FORMA FOR THE
YEAR ENDED
MARCH 31, 1997
--------------------
THOUSANDS OF DOLLARS
(UNAUDITED)
<S> <C>
Statement of Income:
Revenue:
Fees--managed partnerships........................... $12,180
Rental income from investment in operating lease..... 1,542
Interest income and other............................ 120
-------
Total revenues..................................... 13,842
-------
Expenses:
Selling, general, and administrative................. 7,910
Amortization of deferred charges..................... 484
Amortization of goodwill............................. 914
Depreciation and amortization........................ 319
Depreciation--equipment under operating lease........ 1,294
Interest expense--recourse financings................ 825
Interest expense--non-recourse financings............ 248
-------
Total expenses..................................... 11,994
-------
Income before provision for income taxes............... 1,848
Provision for income taxes............................. 1,142
-------
Net income............................................. $ 706
=======
</TABLE>

F-8
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(3) SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting and Presentation

The Company's consolidated and combined financial statements have been
prepared on the historical cost basis of accounting using the accrual basis.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

(b) Consolidation and Combination

The consolidated financial statements include the accounts of the Company
and all majority owned subsidiaries. All significant inter-company accounts
and transactions have been eliminated.

The combined financial statements include the accounts of Capital and
Securities. All significant inter-company accounts and transactions have been
eliminated.

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
about Fair Value of Financial Instruments" requires disclosures about the fair
value of financial instruments. The fair values of the Company's financial
instruments (cash, receivables and notes payable) approximate the carrying
values at March 31, 1997 and 1996.

(d) Revenue and Cost Recognition

The Company earns fees from the Partnerships for the underwriting, sale,
organization and offering of each Partnership and for the acquisition,
management and administration of their lease portfolios. Underwriting, sale,
organization and offering fees are earned based on investment units sold and
are recognized at each closing. Acquisition fees are earned based on the
purchase price paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for actively managing the
leasing, re-leasing, financing and refinancing of Partnership equipment and
financing transactions and for the administration of the Partnerships.
Management and administrative fees are earned based primarily on gross rental
payments.

At March 31, 1997 and 1996 the Company had accounts receivable due from the
Partnerships of $1,323,502 and $2,023,380, respectively. Included in these
amounts are receivables of $758,452 and $667,824 due from ICON Cash Flow A,
ICON Cash Flow B and ICON Cash Flow C relating to management fees which have
been earned, but deferred since September 1, 1993, as discussed below.

Under the Partnership agreements, the Company is entitled to management fees
from the Partnerships. Management fees are subordinate to the preferred cash
distributions to limited partners, on a cumulative basis, during the period of
reinvestment. Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B,
and ICON Cash Flow C decreased the monthly distribution rate to limited
partners from the cash distribution rates stated in their prospectuses.
Currently such distribution rates are at an annual rate of 9%. As a result of
the decreased distribution rate, all management fees payable to the Company
related to these entities have been deferred until the limited partners of
ICON Cash Flow A, ICON Cash Flow B and ICON Cash Flow C have received their
stated cash distribution rate of return on a cumulative basis. Management fees
deferred for the period September 1, 1993 to March 31, 1997 totaled $758,452
and were comprised of $36,263 for ICON Cash

F-9
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Flow A, $127,000 for ICON Cash Flow B and $595,189 for ICON Cash Flow C. Such
amounts are included in receivables due from managed income funds as well as
in deferred management fees on the March 31, 1997 consolidated balance sheet.

(e) Goodwill

Goodwill, representing the excess of the purchase price and related expenses
over the estimated fair value of net assets acquired, is being amortized on a
straight-line basis over ten and five year periods, respectively. For the
period August 21, 1996 to March 31, 1997, amortization expense totaled
$574,500.

(f) Deferred Charges

Under the terms of the Partnerships' agreements, the Company is entitled to
be reimbursed for the costs of organizing and offering the units of the
Partnerships from the gross proceeds raised, subject to certain limitations,
based on the number of investment units sold. The unamortized balance of these
costs is included on the consolidated and combined balance sheets as deferred
charges and is being amortized over the offering period.

(g) Fixed Assets and Leasehold Improvements

Fixed assets, which consist primarily of computer equipment, software and
furniture and fixtures, are recorded at cost and are being depreciated over
three to five years using the straight-line method. Leasehold improvements are
also recorded at cost and are being amortized over the estimated useful lives
of the improvements, or the term of the lease, if shorter, using the straight-
line method.

(h) Investment in Equipment Under Operating Lease

The Company's investment in equipment under operating lease is recorded at
cost and is being depreciated to estimated salvage value. Both lease rentals
and depreciation are recognized on the straight-line basis over the lease
term. The Company, on a non-recourse basis, financed the purchase of the
equipment with a financial institution. Interest on the related non-recourse
financing is calculated under the interest method. The excess of rental income
over depreciation and related interest expense represents the net amount
earned on this type of transaction.

(i) Income Taxes

The Company accounts for its income taxes following the liability method as
provided for in SFAS No. 109, "Accounting for Income Taxes."

Capital files stand alone Federal and state income tax returns for the
period April 1, 1996 to August 20, 1996. Securities files, for the period
ended April 1, 1996 to August 20, 1996, consolidated Federal and state income
tax returns with its former parent, Soundview Leasing Corp. For the period
August 21, 1996 to March 31, 1997, Holdings and its subsidiaries will file a
consolidated Federal tax return and combined state tax return.

(4) STOCKHOLDERS' EQUITY

Holdings was capitalized on August 21, 1996 with an initial capital
contribution of $134,000, consisting of a $67,000 contribution from Summit and
a $67,000 contribution from Warrenton.

F-10
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(5) RELATED PARTY TRANSACTIONS

For the period August 21, 1996 to March 31, 1997, the Company accrued
$217,655 and $175,000 in acquisition and management fees to Summit,
respectively. As of March 31, 1997, the Company had payables of $432,742 to
Summit related to acquisition fees, management fees and expense
reimbursements.

In 1996, pursuant to a proxy solicitation, the limited partners in ICON Cash
Flow B agreed to the following amendments to their Partnership Agreement: (1)
extend the Reinvestment Period for a maximum of four additional years, and (2)
eliminate ICON Cash Flow B's obligation to pay the Company $228,906 of the
$355,906 in deferred management fees which were outstanding as of November 15,
1995, the original end of the Reinvestment Period. The elimination of these
fees reduced receivables from related parties--managed partnerships and
deferred management fees--managed partnerships by the same amount. In
addition, the remaining $127,000 in deferred management fees, when paid to the
Company, would be returned to ICON Cash Flow B in the form of an additional
capital contribution.

In February and March 1995, the Company lent $75,000 and $100,000,
respectively, to ICON Cash Flow Series A. Principal on the loans was to be
repaid only after the extended Reinvestment Period expired, and after the
limited partners had received at least a 6% total return on their capital.
Since recoverability of these notes was questionable, such notes were written
off by the Company in fiscal 1995.

Effective January 31, 1995, ICON Cash Flow Series A, by consent of its
limited partners, amended its Partnership Agreement. The amendments: (1)
extend the Reinvestment Period of ICON Cash Flow Series A to January 1997, (2)
allow the company to lend funds to ICON Cash Flow Series A for a term in
excess of twelve months for amounts up to an aggregate of $250,000 and (3)
decrease management fees to a flat rate of 1% of rentals for all investments
under management.

In January and October 1994, the Company contributed $75,000 and $50,000,
respectively, in additional capital to ICON Cash Flow A. Since management fees
from ICON Cash Flow A are currently being deferred (see Note 3) and the
recoverability of the additional capital contributions is questionable, such
contributions were written off by the Company. Profits, losses and cash
distributions will not be affected by the additional capital contributions and
will continue to be allocated in the same manner as stated in the ICON Cash
Flow A prospectus.

(6) PREPAID AND OTHER ASSETS

Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and sublease receivables.

F-11
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(7) INCOME TAXES

The provision for income taxes for Holdings (Successor) for the period
August 21, 1996 to March 31, 1997, and combined Capital and Securities
(Predecessor) for the years ended March 31, 1996 and 1995 consisted of the
following:

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR) (PREDECESSOR)
------------ ---------------- ----------------
CONSOLIDATED COMBINED CAPITAL COMBINED CAPITAL
HOLDINGS AND SECURITIES AND SECURITIES
1997 1996 1995
------------ ---------------- ----------------
<S> <C> <C> <C>
Current:
Federal...................... $ -- $ -- $ --
State........................ 78,804 560 2,323
---------- ------- --------
78,804 560 2,323
---------- ------- --------
Deferred:
Federal...................... 963,231 46,078 80,344
State........................ 85,753 28,025 55,076
---------- ------- --------
1,048,984 74,103 135,420
---------- ------- --------
$1,127,788 $74,663 $137,743
========== ======= ========
</TABLE>

There was no provision for income taxes for Capital and Securities for the
period April 1, 1996 to August 20, 1996.

Deferred income taxes at March 31, 1997 and 1996 are primarily the result of
temporary differences relating to net operating loss carryforwards, the
carrying value of fixed assets, equipment under an operating lease, the
investments in the Partnerships and deferred charges. The deferred tax assets
and liabilities at March 31, consisted of the following:

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR)
------------ ----------------
CONSOLIDATED COMBINED CAPITAL
HOLDINGS AND SECURITIES
1997 1996
------------ ----------------
<S> <C> <C>
Deferred Tax Assets:
Federal...................................... $ 58,066 $ 611,179
State........................................ 59,995 9,010
---------- ---------
118,061 620,189
---------- ---------
Deferred Tax Liabilities:
Federal...................................... 1,389,403 979,287
State........................................ 261,586 124,846
---------- ---------
1,650,989 1,104,133
---------- ---------
$1,532,928 $ 483,944
========== =========
</TABLE>

At March 31, 1997 the Company had $230,777 in net operating loss carry-
forwards. A valuation allowance for deferred tax assets has not been recorded
since management believes that the deferred tax assets will be utilized in
future periods. Taxes payable of $78,804 and $560 were included in accounts
payable and accrued expenses on the respective consolidated and combined
balance sheets.

F-12
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The following table reconciles income taxes computed at the Federal
statutory rate to the Company's effective tax rate for Holdings (Successor)
for the period August 21, 1996 to March 31, 1997 and combined Capital and
Securities (Predecessor) for the years ended March 31, 1996 and 1995:

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR) (PREDECESSOR)
----------------- ------------------- -------------------
CONSOLIDATED COMBINED CAPITAL COMBINED CAPITAL
HOLDINGS AND SECURITIES AND SECURITIES
1997 1996 1995
----------------- ------------------- -------------------
TAX RATE TAX RATE TAX RATE
---------- ----- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Federal statutory
taxes.................. $ 948,895 34.00% $ 45,407 34.00% $ 102,360 34.00%
State income taxes, net
of Federal tax
benefit................ 108,609 3.89 18,866 14.13 37,883 12.58
Amortization of
goodwill............... 171,514 6.14 -- -- -- --
Meals and entertainment
exclusion.............. 21,978 .79 11,490 8.60 11,744 3.90
Other................... (123,208) (4.41) (3,149) (2.36) (10,384) (3.45)
Adjustment to prior year
Federal income tax..... -- -- 12,773 9.57 -- --
Effect of graduated
rates.................. -- -- (10,724) (8.03) (3,860) (1.28)
---------- ----- --------- ------- --------- ------
$1,127,788 40.41% $ 74,663 55.91% $ 137,743 45.75%
========== ===== ========= ======= ========= ======
</TABLE>

(8) NOTES PAYABLE

Notes payable at March 31, consisted of the following:

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR)
------------ ----------------
CONSOLIDATED COMBINED CAPITAL
HOLDINGS AND SECURITIES
1997 1996
------------ ----------------
<S> <C> <C>
Subordinated Notes Payable
Installment note due Warrenton, interest at
12.5%, principal and interest due in monthly
installments of $40,284 through September
1999........................................... $1,033,336 $ --
Term note due Warrenton, interest at 12.5%,
principal and interest due August 2001......... 233,000 --
Term note due Summit, interest at 12.5%,
principal and interest due August 2001......... 1,133,000 --
---------- -------
$2,399,336 $ --
========== =======
Notes Payable--Seller Financing
Installment note due Peter D. Beekman, interest
at 16.705%, principal and interest due in
monthly installments of $111,358 through August
1999........................................... $2,642,196 $ --
Term note due Peter D. Beekman, interest at 12%,
interest due monthly........................... 700,000 --
---------- -------
$3,342,196 $ --
========== =======
Note Payable--Capital Lease
Various obligations under capital leases,
payable in monthly installments through March
2002........................................... $ 196,105 $46,185
========== =======
</TABLE>

On June 24, 1997, the Company refinanced the notes payable-seller financing
with proceeds received from a $3,000,000 term loan. The loan is with TKO
Finance Corp. ("TKO"), bears interest at 11.5% and is payable in thirty-six
equal monthly installments of $99,177 commencing August 1, 1997.

F-13
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

In connection with the TKO loan, the Company issued 1,000 shares of Class B
non-voting common stock and entered into a Put and Call Agreement. The Put
portion of the Agreement grants TKO the right to require the Company to
purchase 200 shares, 350 shares and the remaining 450 shares of the Class B
common stock at $432.22 per share in April 2000, 2001 and 2002, respectively.
The Call portion of the Agreement grants the Company the right to require TKO
to sell 200 shares, 350 shares and the remaining 450 shares of the Class B
common stock at $480.07 per share in February 2000, 2001 and 2002,
respectively. In the event the Company registers any of its stock or other
securities under the Securities Act of 1933, TKO will have the right to
convert its shares of the Class B common stock into shares of the stock to be
issued. The Class B common stock was recorded at fair value at date of issue.
The fair value will be increased by periodic accretions so that the carrying
amount will equal the Call amount at each respective Call date.

(9) INVESTMENT IN EQUIPMENT UNDER OPERATING LEASE

On December 12, 1993, the Company invested $5,340,436 in manufacturing
equipment which was subsequently leased to a third party user for a two year
period commencing on January 1, 1994. Rentals were payable monthly in advance.
Simultaneous with the purchase of the equipment, the Company, on a non-
recourse basis, obtained $5,393,840 in financing from a financial institution,
of which $5,340,436 was paid directly to the equipment vendor to satisfy the
cost of the equipment. The excess of the proceeds from the financing over the
cost of the equipment, $53,404, was paid directly to the Company and earned
over the two year period of the lease. All rental payments by the lessee were
paid directly to the financial institution. The original non-recourse
financing bore interest at a rate of 6.6%, and was paid in 24 monthly
installments of $55,097 through December 1995, with a final payment of
$4,699,584 in January 1996.

Effective January 1, 1996, the lessee renewed the lease and the bank
extended the term of the collateralized non-recourse note. The terms of the
renewal required monthly rentals of $171,294, payable by the lessee in
advance, for two years. Such rental payments continued to be paid directly to
the financial institution to reduce the loan, with interest now calculated at
8.95%. The lease was terminated in 1997 resulting in a gain of $1,694 being
recognized on disposition.

(10) COMMITMENTS AND CONTINGENCIES

The Company has operating leases for office space through the year 2004.
Rent expense for the period April 1, 1996 to August 20, 1996 (Predecessor),
August 21, 1996 to March 31, 1997 (Successor) and the years ended March 31,
1996 and 1995 amounted to $129,000, $231,000, $319,000 and $308,000, net of
sublease income of $70,000, $101,000, $165,000 and $160,000, respectively. The
future minimum rental commitments under non-cancelable operating leases are
due as follows (sublease rental income is all from short term leases):

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
MARCH 31, AMOUNT
------------------ ----------
<S> <C>
1998..................................................... $ 520,683
1999..................................................... 669,176
2000..................................................... 503,688
2001..................................................... 490,817
2002..................................................... 504,840
Thereafter............................................... 1,345,822
----------
$4,035,026
==========
</TABLE>

F-14
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(11) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

For the period April 1, 1996 to August 20, 1996 (Predecessor), August 21,
1996 to March 31, 1997 (Successor) and the years ended March 31, 1996 and
1995, the Company paid $5,565, $555,417, $27,344 and $60,186 in interest on
recourse financings, respectively.

Certain equipment, which the Company was carrying as investment in equipment
under operating lease, was paid for directly by a financing institution. In
connection with this transaction, the lessee's monthly installments were
remitted directly to the financing institution to service the Company's non-
recourse note payable, which was incurred when the financing institution paid
for the equipment on behalf of the Company. For the period April 1, 1996 to
August 20, 1996 (Predecessor), August 21, 1996 to March 31, 1997 (Successor)
and the years ended March 31, 1996 and 1995, such payments aggregated
$799,372, $742,275, $1,009,756 and $661,165, which was comprised of $660,160,
$633,615, $676,028 and $332,393 of principal and $139,212, $108,660, $333,728
and $328,772 of interest. The equipment under the operating lease was sold to
the lessee in 1997 and a gain of $1,694 was recognized on disposition.

F-15
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
SEPTEMBER 30, SEPTEMBER 30, MARCH 31,
1997 1997 1997
------------- ------------- -----------
<S> <C> <C> <C>
Cash................................... $ 156,968 $ 156,968 $ 747,123
Receivables from related parties--
managed partnerships.................. 1,359,899 1,359,899 1,323,502
Prepaid and other assets............... 445,026 445,026 200,098
Deferred charges....................... 658,642 658,642 379,717
Fixed assets and leasehold
improvements, at cost, less
accumulated depreciation and
amortization of $1,716,531 and
$1,533,265............................ 686,493 686,493 752,472
Goodwill less accumulated amortization
of $1,031,627 and $574,500............ 7,813,167 7,813,167 8,270,294
----------- ----------- -----------
Total assets....................... $11,120,195 $11,120,195 $11,673,206
=========== =========== ===========
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses.. $1,063,290 $ 1,063,290 $ 1,214,366
Redemption of treasury stock payable
(1) .................................. 7,169,643 -- --
Due to stockholder..................... 140,000 140,000 432,742
Subordinated notes payable--related
party................................. 2,213,399 2,213,399 2,399,336
Notes payable--seller financing........ -- -- 3,342,196
Notes payable--recourse................ 3,402,249 3,402,249 196,105
Deferred income taxes, net............. 1,632,316 1,632,316 1,532,928
Deferred management fees--managed
partnerships.......................... 788,547 788,547 758,452
----------- ----------- -----------
Total liabilities.................. 16,409,449 9,239,801 9,876,125
----------- ----------- -----------
Redeemable stock....................... 269,576 269,576 --
Commitments and Contingencies
Stockholders' Equity:
Common stock: $.01 par value; 1,000
shares authorized, issued and
outstanding (2)...................... 80,000 10 10
Additional paid-in capital (2)........ 54,000 133,990 133,990
Retained earnings..................... 1,476,818 1,476,818 1,663,081
Less: Treasury Shares (1)............. (7,169,643) -- --
----------- ----------- -----------
(5,558,825) 1,610,818 1,797,081
----------- ----------- -----------
Total liabilities and stockholders'
equity............................ $11,120,195 $11,120,195 $11,673,206
=========== =========== ===========
</TABLE>
- --------
(1) Gives effect to the proposed redemption of 4,000,000 shares of Common Stock
held by Summit upon consummation of the contemplated initial public
offering.
(2) Gives effect to the contemplated 8,000-to-1 stock dividend.

See accompanying notes to consolidated and combined financial statements.

F-16
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR) (SUCCESSOR)
------------ ------------- ------------
CONSOLIDATED COMBINED
HOLDINGS CAPITAL AND CONSOLIDATED TOTAL
FOR THE SECURITIES HOLDINGS FOR THE
SIX MONTHS 4/1/96 8/21/96 SIX MONTHS
ENDED TO TO ENDED
9/30/97 8/20/96 9/30/96 9/30/96(1)
------------ ------------- ------------ ----------
<S> <C> <C> <C> <C>
Revenues:
Fees--managed
partnerships............. $5,315,363 $2,985,092 $2,676,206 $5,661,298
Rental income in operating
lease.................... -- 799,372 228,392 1,027,764
Interest income and other
income................... 81,677 21,102 1,881 22,983
---------- ---------- ---------- ----------
Total revenues......... 5,397,040 3,805,566 2,906,479 6,712,045
---------- ---------- ---------- ----------
Expenses:
Selling, general and
administrative............ 4,420,987 3,399,180 562,491 3,961,671
Amortization of deferred
charges................... 189,143 118,190 30,933 149,123
Amortization of goodwill... 457,127 -- 95,344 95,344
Depreciation and
amortization.............. 184,957 121,368 38,411 159,779
Depreciation--equipment
under operating lease..... -- 660,160 192,708 852,868
Interest expense--recourse
financings................ 353,908 5,565 96,538 102,103
Interest expense--non-
recourse financings....... -- 139,212 35,685 174,897
---------- ---------- ---------- ----------
Total expenses......... 5,606,122 4,443,675 1,052,110 5,495,785
---------- ---------- ---------- ----------
Income (loss) before
provision for income taxes
and extraordinary item.... (209,082) (638,109) 1,854,369 1,216,260
Provision for income
taxes..................... 50,505 -- 604,966 604,966
---------- ---------- ---------- ----------
Income (loss) before
extraordinary item........ (259,587) (638,109) 1,249,403 611,294
Extraordinary item--gain on
early extinguishment of
debt (net of applicable
income taxes of $48,882).. 73,324 -- -- --
---------- ---------- ---------- ----------
Net income (loss).......... $ (186,263) $ (638,109) $1,249,403 $ 611,294
========== ========== ========== ==========
</TABLE>
- --------
(1) As discussed in note 2 to the audited consolidated and combined financial
statements, Capital and Securities were acquired by ICON Holdings on
August 21, 1996, in a business combination accounted for as a purchase. As
a result of the acquisition, the financial information for the period
after the acquisition is presented on a different cost basis than that for
the periods before the acquisition and, therefore, the amounts in the
total column for the six months ended September 30, 1996 are not
comparable to the six months ended September 30, 1997 as a result of
goodwill and its related amortization.

See accompanying notes to consolidated and combined financial statements.

F-17
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF INCOME
(UNAUDITED)

See accompanying notes to consolidated and combined financial statements.

F-18
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
------------------- ADDITIONAL TOTAL
SHARES PAR PAID-IN RETAINED STOCKHOLDERS'
OUTSTANDING VALUE CAPITAL EARNINGS EQUITY
----------- ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Combined Capital and
Securities
(Predecessor)
Balance at March 31,
1996.................. 1,600 $15,100 $739,300 $ 953,938 $1,708,338
----- ------- -------- ---------- ----------
Net loss............... -- -- -- (638,109) (638,109)
Balance at August 20,
1996.................. 1,600 $15,100 $739,300 $ 315,829 $1,070,229
===== ======= ======== ========== ==========
Consolidated Holdings
(Successor)
August 21, 1996 (date
of acquisition of
Capital and
Securities)........... -- $ -- $ -- $ -- $ --
Capitalization of
Holdings.............. 1,000 10 133,990 134,000
Net income............. -- -- -- 1,249,403 1,249,403
----- ------- -------- ---------- ----------
Balance at September
30, 1996.............. 1,000 10 133,990 1,249,403 1,383,403
Net income............. -- -- -- 413,678 413,678
----- ------- -------- ---------- ----------
Balance at March 31,
1997.................. 1,000 10 133,990 1,663,081 1,797,081
Net loss............... -- -- -- (186,263) (186,263)
----- ------- -------- ---------- ----------
Balance at September
30, 1997.............. 1,000 $ 10 $133,990 $1,476,818 $1,610,818
===== ======= ======== ========== ==========
</TABLE>

See accompanying notes to consolidated and combined financial statements.

F-19
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
(SUCCESSOR) (PREDECESSOR) (SUCCESSOR)
------------ ------------- ------------
CONSOLIDATED COMBINED
HOLDINGS CAPITAL AND CONSOLIDATED TOTAL
FOR THE SECURITIES HOLDINGS FOR THE
SIX MONTHS 4/1/96 8/21/96 SIX MONTHS
ENDED TO TO ENDED
9/30/97 8/20/96 9/30/96 9/30/96
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
Cash flows from operating
activities
Net income (loss)........ $ (186,263) $ (638,109) $ 1,249,403 $ 611,294
Adjustments to reconcile
net income (loss) to net
cash provided (used) by
operating activities:
Gain on early
extinguishment of
debt................... (73,324) -- -- --
Depreciation and
amortization........... 184,957 781,528 231,119 1,012,647
Amortization of
goodwill............... 457,127 -- 95,344 95,344
Amortization of deferred
charges................ 189,143 118,190 30,933 149,123
Interest expense paid
directly to lender by
lessee................. -- 139,212 35,685 174,897
Rental income paid
directly to lender by
lessee................. -- (799,372) (228,392) (1,027,764)
Deferred income taxes... 99,388 -- 604,275 604,275
Changes in operating
assets and liabilities:
Receivables from managed
partnerships, net of
deferred management
fees................... (6,302) 1,364,974 (49,470) 1,315,504
Prepaid and other
assets................. (244,928) 38,680 (22,911) 15,769
Deferred charges........ (468,068) (153,479) (28,687) (182,166)
Receivable from
affiliates............. -- (68,404) 412,113 343,709
Accounts payable and
accrued expenses....... (151,076) (158,491) 18,236 (140,255)
Due to stockholder...... (292,742) -- -- --
----------- ---------- ----------- -----------
Total adjustments..... (305,825) 1,262,838 1,098,245 2,361,083
----------- ---------- ----------- -----------
Net cash provided (used)
by operating activities.. (492,088) 624,729 2,347,648 2,972,377
----------- ---------- ----------- -----------
Cash flows from investing
activities:
Purchase of fixed
assets................. (118,978) (9,962) (10,238) (20,200)
Acquisition of Capital
and Securities......... -- -- (2,683,000) (2,683,000)
----------- ---------- ----------- -----------
Net cash used by investing
activities............... (118,978) (9,962) (2,693,238) (2,703,200)
----------- ---------- ----------- -----------
Cash flows from financing
activities:
Initial capital
contribution............ -- -- 134,000 134,000
Proceeds from
subordinated notes
payable................. -- -- 2,599,000 2,599,000
Principal payments on
subordinated notes
payable................. (185,937) -- -- --
Seller notes retired..... -- -- (2,949,680) (2,949,680)
Repayment of seller
notes................... (3,269,072) -- -- --
Proceeds from recourse
financings and issuance
of Class B common
stock................... 3,630,328 -- -- --
Principal payments on
notes payable--recourse
financings.............. (154,608) (45,417) -- (45,417)
----------- ---------- ----------- -----------
Net cash provided (used)
by financing activities.. 20,911 (45,417) (216,680) (262,097)
----------- ---------- ----------- -----------
Net increase (decrease) in
cash..................... (590,155) 569,350 (562,270) 7,080
Cash, beginning of
period................... 747,123 184,870 754,220 184,870
----------- ---------- ----------- -----------
Cash, end of period....... $ 156,968 $ 754,220 $ 191,950 $ 191,950
=========== ========== =========== ===========
</TABLE>

See accompanying notes to consolidated and combined financial statements.

F-20
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

SEPTEMBER 30, 1997
(UNAUDITED)

(1) BASIS OF ACCOUNTING AND PRESENTATION

The consolidated and combined financial statements of ICON Holdings Corp.,
and its wholly owned subsidiaries (the "Company") are unaudited and reflect
all adjustments (consisting only of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim period. Certain
information and footnote disclosures normally included in consolidated and
combined financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Management believes that
the disclosures made are adequate to prevent the information from being
misleading. The consolidated and combined financial statements should be read
in conjunction with the Company's March 31, 1997 and 1996 audited consolidated
and combined financial statements. The results of operations for the three and
six months ended September 30, 1997 are not necessarily indicative of the
results of operations for the entire fiscal year ending March 31, 1998.

(2) SUBORDINATED NOTES PAYABLE AND NOTES PAYABLE

On June 24, 1997 the Company refinanced the notes payable-seller financing
with proceeds received from a $3,000,000 term loan. The loan is with TKO
Finance Corp. ("TKO"), bears interest at 11.5% and is payable in thirty-six
equal monthly installments of $99,177 commencing August 1, 1997. The Company
realized a gain of $122,206 ($73,324 net of related taxes) in connection with
the early extinguishment of the debt which has been recorded as an
extraordinary item in the income statement.

On August 21, 1997, ICON Capital Corp. ("Capital"), a wholly owned
subsidiary of the Company, entered into a one-year renewable unsecured
discretionary line of credit agreement (the "Facility"). The maximum amount
available under the Facility is $600,000, and interest is payable at prime
(8.5% at September 30, 1997) plus 1%. The Facility requires that Capital,
among other things, meet certain objectives with respect to financial ratios.
At September 30, 1997, Capital was in compliance with the covenants required
by the Facility. As of September 30, 1997, $600,000 was available and
outstanding.

F-21
<PAGE>

ICON HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Notes payable at September 30, 1997 and March 31, 1997 consisted of the
following:

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1997
------------- ----------
<S> <C> <C>
Subordinated Notes Payable
Installment note due Warrenton, interest at
12.5%, principal and interest due in monthly
installments of $40,284 through September 1999.. $ 847,399 $1,033,336
Term note due Warrenton, interest at 12.5%,
principal and interest due August 2001.......... 233,000 233,000
Term note due Summit, interest at 12.5%,
principal and interest due August 2001.......... 1,133,000 1,133,000
---------- ----------
$2,213,399 $2,399,336
========== ==========
Notes Payable--Seller Financing
Installment not due Peter D. Beekman, interest at
16.705%, principal and interest due in monthly
installments of $111,358........................ $ -- $2,642,196
Term note due Peter D. Beekman, interest at 12%,
interest due monthly............................ -- 700,000
---------- ----------
$ -- $3,342,196
========== ==========
Notes Payable--Recourse
Installment note, interest at 11.5%, principal
and interest due in monthly installments of
$99,177 through July 2000....................... $2,595,758 $ --
One year renewable line of credit, interest at
Prime plus 1%................................... 600,000 --
Various obligations under capital leases, payable
in monthly installments through March 2002...... 206,491 196,105
---------- ----------
$3,402,249 $ 196,105
========== ==========
</TABLE>

(3) REDEEMABLE STOCK

In connection with the TKO loan, the Company issued 1,000 shares of Class B
non-voting common stock and entered into a Put and Call Agreement. The Put
portion of the Agreement grants TKO the right to require the Company to
purchase 200 shares, 350 shares and the remaining 450 shares of the Class B
common stock for $432.22 per share in April 2000, 2001 and 2002, respectively.
The Call portion of the Agreement grants the Company the right to require TKO
to sell 200 shares, 350 shares and the remaining 450 shares of the Class B
common stock for $480.07 per share in February 2000, 2001 and 2002,
respectively. In the event that the Company registers any of its stock or
other securities under the Securities Act of 1933, TKO will have the right to
convert its shares of the Class B common stock into shares of the stock to be
issued. The Class B common stock was recorded at fair value at the date of
issue. The fair value will be increased by periodic accretions so that the
carrying amount will equal the Call amount at each respective Call date.

F-22
<PAGE>

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMA-
TION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OF-
FERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UN-
LAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

SUMMARY TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additional Information................................................... 2
Prospectus Summary....................................................... 3
Risk Factors............................................................. 10
Use of Proceeds.......................................................... 16
Dividend Policy.......................................................... 16
Capitalization........................................................... 17
Dilution................................................................. 18
Selected Historical and Pro forma Financial Data......................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 22
The Company.............................................................. 29
Business................................................................. 30
Management............................................................... 41
Director Compensation.................................................... 43
Executive Compensation................................................... 43
Certain Transactions..................................................... 47
Principal Stockholders and Beneficial Ownership of Management............ 48
Description of Capital Stock............................................. 49
Transfer Agent and Registrar............................................. 51
Shares Eligible for Future Sale.......................................... 52
Underwriting............................................................. 53
Legal Matters............................................................ 55
Experts.................................................................. 55
Index to Financial Statements............................................ F-1
</TABLE>

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

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL DEAL-
ERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PAR-
TICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACT-
ING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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

10,000,000 SHARES

[LOGO OF ICON APPEARS HERE]

COMMON STOCK

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

PROSPECTUS

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

FRIEDMAN, BILLINGS,
RAMSEY & CO., INC.

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED ,

PROSPECTUS

547,368 SHARES

[LOGO OF ICON APPEARS HERE]

COMMON STOCK

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

This Prospectus relates to the resale of up to 547,368 shares of Common Stock
of ICON Holdings Corp. (together with its subsidiaries, the "Company") held by
Friedman, Billings, Ramsey & Co., Inc. (the "Representative").

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF COMMON STOCK OFFERED
HEREBY.

The Representative and its agents, donates, distributes, pledges and other
successors in interest (collectively, the "Selling Security Holders") may offer
and sell the remainder of the shares from time to time in one or more
transactions on The Nasdaq Stock Market, or otherwise, at market prices then
prevailing or in negotiated transactions. The shares may also be sold pursuant
to option, hedging or other transactions with broker-dealers. The shares may
also be offered in one or more underwritten offerings, although no such
arrangements have been made. The underwriters in an underwritten offering, if
any, and the terms and conditions of any such offering will be described in a
supplement to this Prospectus. See "Selling Security Holders" and "Plan of
Distribution."

On , 1998, the Company completed an initial public offering (the
"Offering") of 10,000,000 shares of Common Stock through the "Representative"
as the representative of several underwriters. The Company will not receive any
of the proceeds from the sale of the shares by the Selling Security Holders.
See "Use of Proceeds". The Common Stock of the Company is traded on the
National Market of The Nasdaq Stock Market (the "Nasdaq National Market") under
the symbol "ICON". On , 1998, the last reported sale price of Common Stock
on the Nasdaq National Market was $ per share.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The date of this Prospectus is , .
<PAGE>

ALTERNATE PAGE FOR SELLING SECURITY HOLDERS' PROSPECTUS

THE OFFERING

The 547,368 shares of Common Stock which may be offered by the Selling
Security Holders are identical to the 10,000,000 shares of Common Stock
offered and sold by the Company in its underwritten initial public offering
(the "Offering") by separate prospectus. Upon completion of the Offering,
14,139,095 shares of Common Stock were outstanding. Such number of shares does
not include (i) 4,000,000 shares of Common Stock to be redeemed by the Company
simultaneously with the consummation of the Offering; (ii) 2,000,000 shares of
Common Stock reserved for issuance under the Company's 1997 Stock Option Plan,
of which options to purchase approximately 1,200,000 shares of Common Stock
were granted upon the consummation of the Offering at an exercise price equal
to the initial public offering price per share; (iii) 200,000 shares of Common
Stock reserved for issuance under the Company's 1997 Non-Employee Directors'
Stock Plan, of which options to purchase 30,000 shares of Common Stock were
granted upon the consummation of the Offering at an exercise price equal to
the initial public offering per share; (iv) 424,173 shares of Common Stock
issuable under warrants granted to a related party upon consummation of the
Offering at an exercise price per share equal to the initial public offering
price; and (v) up to 547,368 shares of Common Stock which are the subject of
this offering under warrants granted to the Representative of the Underwriters
at an exercise price per share equal to the initial public offering price. See
"Executive Compensation--1997 Stock Option Plan," "1997 Non-Employee Directors
Plan," "Certain Transactions" and "Underwriting."

A-2
<PAGE>

ALTERNATE PAGE FOR SELLING SECURITY HOLDERS' PROSPECTUS

USE OF PROCEEDS

The Company will receive no proceeds from the sale of Common Stock by the
Selling Security Holders. The net proceeds to the Company from the sale of the
shares of Common Stock in the Offering, after deducting estimated underwriting
discounts and other offering expenses, all of which are payable by the
Company, are estimated to be approximately $73.4 million (approximately $84.6
million if the Over-Allotment Option is exercised in full), assuming an
initial public offering price of $8.00 per share. The Company intends to use
approximately 80-85% of the net proceeds of the Offering to acquire equipment
subject to lease and to enter into equipment financing transactions. In
addition, the Company intends to use a portion of the net proceeds to redeem
4,000,000 shares of Common Stock held by Summit Asset Holding L.L.C.
("Summit") for $7.2 million (and other non-cash consideration), to redeem
1,000 shares of Class B Common Stock held by TKO Finance Corporation ("TKO"),
a secured lender to the Company, for $349,000, to repay indebtedness
(including a premium of approximately $225,000) of approximately $3.0 million
owed to TKO and currently bearing interest at a fixed annual rate of 11.5% and
with a maturity of July 31, 2000, to repay indebtedness owed to Summit of
approximately $1.4 million currently bearing interest at a fixed annual rate
of 12.5% and due in 2001. Any remaining proceeds will be used for general
corporate purposes, including, but not limited to, purchases of equipment
subject to lease, acquisitions of related businesses or joint ventures, and
working capital. See "Certain Transactions". The Company does not have any
agreements or understandings with respect to any acquisitions at the present
time.

Pending use of the net proceeds as described above, the Company intends to
invest the net proceeds in short-term readily marketable, interest-bearing
government treasury obligations and equivalent securities.

DIVIDEND POLICY

A-3
<PAGE>

ALTERNATE PAGE FOR SELLING SECURITY HOLDERS' PROSPECTUS

PLAN OF DISTRIBUTION

The Selling Security Holders and their agents, donees, distributees,
pledgees and other successors in interest may, from time to time, offer for
sale and sell or distribute the shares to be offered by them hereby (a) in
transactions executed on the Nasdaq National Market, or any securities
exchange on which the shares may be traded, through registered broker-dealers
(who may act as principals, pledges or agents) pursuant to unsolicited orders
or offers to buy, (b) in negotiated transactions, or (c) through other means.
The shares may be sold from time to time in one or more transactions at market
prices prevailing at the time of sale or a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. Such prices will be determined by the Selling Security Holders or by
agreement between the Selling Security Holders and their underwriters,
dealers, brokers or agents. The shares may also be offered in one or more
underwritten offerings. The underwriters in an underwritten offering, if any,
and the terms and conditions of any such offering will be described in a
supplement to this Prospectus.

In connection with distribution of the shares, the Selling Security Holders
may enter into hedging or other option transactions with broker-dealers in
connection with which, among other things, such broker-dealers may engage in
short sales of the shares pursuant to this Prospectus in the course of hedging
the positions they may assume with one or more of the Selling Security
Holders. The Selling Security Holders may also sell shares short pursuant to
this Prospectus and deliver the shares to close out such short positions. The
Selling Security Holders may also enter into option or other transactions with
broker-dealers which may result in the delivery of shares to such broker-
dealers who may sell such shares pursuant to this Prospectus. The Selling
Security Holders may also pledge the shares to a broker-dealer and upon
default the broker-dealer may effect the sales of the pledged shares pursuant
to this Prospectus.

The distribution of the shares by the Selling Security Holders is not
subject to any underwriting agreement. Any underwriters, dealers, brokers or
agents participating in the distribution of the shares may receive
compensation in the form of underwriting discounts, concessions, commissions
or fees from the Selling Security Holders and/or purchasers of shares, for
whom they may act. Such discounts, concessions, commissions or fees will not
exceed those customary for the type of transactions involved. In addition, the
Selling Security Holders and any such underwriters, dealers, brokers or agents
that participate in the distribution of shares may be deemed to be
underwriters under the Securities Act, and any profits on the sale of shares
by them and any discounts, commissions or concessions received by any of such
persons may be deemed to be underwriting discounts and commissions under the
Securities Act. Those who act as underwriter, broker, dealer or agent in
connection with the sale of the shares will be selected by the Selling
Security Holders and may have other business relationships with the Company
and its subsidiaries or affiliates in the ordinary course of business.

The aggregate proceeds to the Selling Security Holders from the sale of the
shares offered by the Selling Security Holders hereby will be the purchase
price of such shares less any broker's commissions.

In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdiction only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration of qualification
requirement is available and is complied with.

The Selling Security Holders and any broker-dealer, agent or underwriter
that participates with the Selling Security Holders in the distribution of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act, in which event any commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities
Act.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares offered hereby may not
simultaneously engage in market making activities with respect to the shares

A-4
<PAGE>

for a period of two business days prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Security Holders will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, which provisions may limit the
timing of sales of the shares by the Selling Security Holders.

There is no assurance that the Selling Security Holders will sell any or all
of the shares described herein and may transfer, devise or gift such
securities by other means not described herein. The Company is permitted to
suspend the use of this Prospectus in connection with sales of the shares by
holders during certain periods of time under certain circumstances relating to
pending corporate developments and public filings with the Commission and
similar events. Expenses of preparing and filing the Registration Statement
and any and all amendments thereto will be borne by the Company.

A-5
<PAGE>

ALTERNATIVE PAGE FOR SELLING SECURITY HOLDERS' PROSPECTUS

SELLING SECURITY HOLDERS

Set forth below, is the number of shares of Common Stock beneficially owned
by the Representative as of December , 1997, the maximum number of shares of
Common Stock which may be offered pursuant to this Prospectus and the number
of shares to be owned after completion of the Offering (assuming the sale of
all of the shares offered hereby, including pursuant to the Over-Allotment
Option).

<TABLE>
<CAPTION>
MAXIMUM NUMBER OF SHARES TO
TOTAL NUMBER OF NUMBER OF SHARES TO BE OWNED AFTER THE
NAME & ADDRESS SHARES BENEFICIALLY OWNED(1) BE OFFERED OR SOLD OFFERING
-------------- ---------------------------- ------------------- -------------------
<S> <C> <C> <C>
Friedman, Billings,
Ramsey & Co., Inc. .... 547,368 547,368 0
</TABLE>
- --------
(1) Consists of shares issuable under a warrant granted to the Representative
upon the closing of the Offering.

A-6
<PAGE>

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH
THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OF-
FER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICA-
TION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.

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

SUMMARY TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additional Information................................................... 2
Prospectus Summary....................................................... 3
Risk Factors............................................................. 10
Use of Proceeds.......................................................... 16
Dividend Policy.......................................................... 16
Capitalization........................................................... 17
Dilution................................................................. 18
Selected Historical and Pro forma Financial Data......................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 22
Business................................................................. 30
Management............................................................... 41
Description of Capital Stock............................................. 49
Shares Eligible for Future Sale.......................................... 52
Legal Matters............................................................ 55
Experts.................................................................. 55
Index to Financial Statements............................................ F-1
</TABLE>

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

547,368 SHARES

[LOGO OF ICON APPEARS HERE]

COMMON STOCK

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

PROSPECTUS

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

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth fees payable to the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc., and other
estimated expenses expected to be incurred in connection with issuance and
distribution of securities being registered. All such fees and expenses shall
be paid by the Company.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................. $ 46,361
NASD Fee............................................................ 15,799
Blue Sky Fees....................................................... 2,500
Nasdaq National Market Listing Fee.................................. 48,750
Printing and Engraving Expenses..................................... 75,000
Accounting Fees and Expenses........................................ 150,000
Legal Fees and Expenses............................................. 500,000
Transfer Agent Fees and Expenses.................................... 2,500
Miscellaneous....................................................... 159,090
----------
Total............................................................. $1,000,000
==========
</TABLE>
- --------
* To be supplied by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of
directors to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty, except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any
transaction from which the director derived an improper personal benefit.
Article 10 of the registrant's Certificate of Incorporation provides that the
personal liability of directors of the registrant is eliminated as provided by
extent permitted by Section 102(b)(7) of the DGCL.

Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article XI of the registrant's Certificate of Incorporation
provides that the registrant will indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
entity, against certain liabilities, costs and expenses. Article XI further
permits the registrant to maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another entity, against any liability asserted against such person
and incurred by such person in any such capacity or arising out of his status
as such, whether or not the registrant would have the power to indemnify such
person against such liability under the DGCL.

The Registrant intends to obtain directors and officers liability and
company reimbursement insurance pursuant to which insurer will pay, on behalf
of directors and officers of the Registrant, certain losses (as defined)

II-1
<PAGE>

incurred as a result of specified wrongful acts by such persons, for which
they are not indemnified by the Registrant. In addition, the insurer will
reimburse the Registrant for certain losses incurred as a result of the
Registrant's indemnification of an officer or director in connection with such
a wrongful act. The policy will provide that the insurer's aggregate liability
to the Registrant with respect to a single policy year shall not exceed $10
million and is subject to customary exclusions.

Prior to the completion of the Offering, the Registrant will enter into
separate but identical indemnification agreements (the "Indemnification
Agreements") with each director and executive officer of the Registrant and
expects to enter into Indemnification Agreements with persons who become
directors or executive officers in the future. The Indemnification Agreements
shall provide that the Registrant will indemnify the director or officer (the
"Indemnitee") against any expenses or liabilities incurred by the Indemnitee
in connection with any proceeding in which such Indemnitee may be involved as
a party or otherwise, by reason of the fact that such Indemnitee is or was a
director or officer of the Registrant or by reason of any action taken by or
omitted to be taken by such Indemnitee while acting as an officer or director
of the Registrant, provided that such indemnity shall only apply if (i) the
Indemnitee was acting in good faith and in a manner the Indemnitee reasonably
believed to be in the best interests of the Registrant and, with respect to
any criminal action, had no reasonable cause to believe the Indemnitee's
conduct was unlawful, (ii) the claim was not made to recover profits made by
such Indemnitee in violation of Section 16(b) of the Securities Exchange Act
of 1934, as amended, or any successor statute, (iii) the claim was not
initiated by the Indemnitee, (iv) the claim was not covered by applicable
insurance, or (v) the claim was not for an act or omission of a director of
the Registrant from which a director may not be relieved of liability under
Section 102(b)(7) of the DGCL. Each Indemnitee will undertake to repay the
Registrant for any costs or expenses paid by the Registrant if it shall
ultimately be determined that such Indemnitee is not entitled to
indemnification under the Indemnification Agreements.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Pursuant to exemptions from registration for transactions by an issuer not
involving a public offering as afforded by Section 4(2) of the Securities Act,
the Registrant (i) in August 1996 issued 500 shares of its Common Stock, par
value $.01 per share, to each of Warrenton Capital Partners L.L.C., a Delaware
limited liability company, and Summit Asset Holding L.L.C., a Delaware limited
liability company, for consideration of $67,000 in each case; and (ii) in July
1997 issued 1,000 shares of Class B Common Stock, $.01 par value per share, to
TKO Finance Corporation in partial consideration of the extension of a
$3,000,000 secured term loan facility by such lender.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

(a) The following exhibits are or will be filed as part of this registration
statement:

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
+1.01 Draft Form of Underwriting Agreement.
+3.01 Certificate of Incorporation of the Registrant, as amended.
+3.02 Form of First Amended and Restated Certificate of Incorporation to
be adopted by the Registrant.
+3.03 Amended and Restated By-Laws of the Registrant.
+4.01 Articles Fourth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,
Twelfth and Thirteenth of the First Amended and Restated
Certificate of Incorporation to be filed by the Registrant
(included in Exhibit 3.01).
+4.02 Articles II, III, IV, V, VI, VII, VIII, IX, X, XIV, XXI, XXII and
XXVI of the Registrant's By-laws, as amended (included in Exhibit
3.03).
5.01 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
+10.01 $1,133,000 Promissory Note from the Registrant to Summit Asset
Holding L.L.C.
+10.02 $1,200,000 Promissory Note from the Registrant to Warrenton
Capital Partners L.L.C.
+10.03 $233,000 Promissory Note from the Registrant to Warrenton Capital
Partners L.L.C.
</TABLE>

II-2
<PAGE>

EXHIBIT
-------
<C> <S>
10.04 Employment Agreement between the Registrant and Beaufort J. B.
Clarke, as amended and restated.
10.05 Employment Agreement between the Registrant and Paul B. Weiss, as
amended and restated.
+10.06 Employment Agreement between the Registrant and Thomas W. Martin.
+10.07 Employment Agreement between the Registrant and Gary N.
Silverhardt.
+10.08 Letter Agreement dated August 21, 1997 regarding unsecured line of
credit in the amount of $600,000 for ICON Capital Corp. between
PNC Bank, New England.
+10.09 Third Amended and Restated Agreement of Limited Partnership of
ICON Cash Flow Partners L.P. Seven dated September 12, 1995.
+10.10 Loan and Security Agreement dated June 20, 1997 between TKO
Finance Corporation and the Registrant.
+10.11 $3,000,000 Term Promissory Note from the Registrant to TKO Finance
Corporation.
+10.12 Put and Call Agreement between TKO Finance Corporation and the
Registrant dated June 20, 1997.
+10.13 Release and Payoff Agreement between TKO Finance Corporation and
the Registrant dated October 24, 1997.
+10.14 Lease Agreement for the Lease of Office Space by the Registrant in
Harrison, New York.
+10.15 The Registrant's 1997 Non-Employee Directors Stock Option Plan.
+10.16 The Registrant's 1997 Stock Option Plan.
+10.17 Draft of Warrant Agreement between the Registrant and
Representative of the Underwriters.
+10.18 Stock Redemption Agreement between the Registrant and Summit Asset
Holding L.L.C.
+10.19 Form of Indemnification Agreements to be entered into between the
Registrant and each of its directors, future directors and
executive officers.
+10.20 Employment Agreement between the Registrant and John L. Lee.
+10.21 Employment Agreement between the Registrant and Allen V. Hirsch.
11.01 Computation of Earnings Per Share.
21.01 Subsidiaries of the Registrant.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of McDermott, Will & Emery (included in Exhibit 5.01).
+23.03 Consent of Adolfo R. Garcia to be named as Future Director.
23.04 Consent of Robert D. Walter to be named as Future Director.
23.05 Consent of Paul B. Weiss to be named as future Vice Chairman of
the Board of Directors.
+24.01 Power of Attorney (included on signature page of this registration
statement).
+27.01 Financial Data Schedule.
</TABLE>
- --------
+ Previously filed

(b) Financial statement schedules have been omitted because they are
inapplicable, are not required under applicable provisions of Regulation
S-X, or the information that would otherwise be included in such schedules
is contained in the registrant's financial statements or accompanying
notes.

II-3
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(f) To provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser.

(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to provisions described in Item 14 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim of indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(i)(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Pre-Effective Amendment No. 2 to Registration Statement
on Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harrison, New York, on January 13, 1998.

ICON Holdings Corp.

/s/ Beaufort J. B. Clarke
By: _________________________________
BEAUFORT J. B. CLARKE
Chief Executive Officer and
President

Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment No. 2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

Chief Executive
/s/ Beaufort J. B. Clarke Officer, President January 13,
- ------------------------------------- (principal 1998
BEAUFORT J. B. CLARKE executive officer),
and Director

Chief Financial
/s/ Gary N. Silverhardt Officer and January 13,
- ------------------------------------- Treasurer 1998
GARY N. SILVERHARDT (principal
financial and
accounting officer)

Executive Vice
/s/ Thomas W. Martin President and January 13,
- ------------------------------------- Director 1998
THOMAS W. MARTIN

II-5
<PAGE>

EXHIBITS

<TABLE>
<C> <S>
+1.01 Draft Form of Underwriting Agreement.
+3.01 Certificate of Incorporation of the Registrant, as amended.
+3.02 Form of First Amended and Restated Certificate of Incorporation to be
adopted by the Registrant.
+3.03 Amended and Restated By-Laws of the Registrant.
+4.01 Articles Fourth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,
Twelfth and Thirteenth of the First Amended and Restated Certificate
of Incorporation to be filed by the Registrant (included in Exhibit
3.01).
+4.02 Articles II, III, IV, V, VI, VII, VIII, IX, X, XIV, XXI, XXII and XXVI
of the Registrant's By-laws, as amended (included in Exhibit 3.03).
5.01 Opinion of McDermott, Will & Emery as to the legality of the securities
being registered.
+10.01 $1,133,000 Promissory Note from the Registrant to Summit Asset Holding
L.L.C.
+10.02 $1,200,000 Promissory Note from the Registrant to Warrenton Capital
Partners L.L.C.
+10.03 $233,000 Promissory Note from the Registrant to Warrenton Capital
Partners L.L.C.
10.04 Employment Agreement between the Registrant and Beaufort J. B. Clarke,
as amended and restated.
10.05 Employment Agreement between the Registrant and Paul B. Weiss, as
amended and restated.
+10.06 Employment Agreement between the Registrant and Thomas W. Martin.
+10.07 Employment Agreement between the Registrant and Gary N. Silverhardt.
+10.08 Letter Agreement dated August 21, 1997 regarding unsecured line of
credit in the amount of $600,000 for ICON Capital Corp. between PNC
Bank, New England.
+10.09 Third Amended and Restated Agreement of Limited Partnership of ICON
Cash Flow Partners L.P. Seven dated September 12, 1995.
+10.10 Loan and Security Agreement dated June 20, 1997 between TKO Finance
Corporation and the Registrant.
+10.11 $3,000,000 Term Promissory Note from the Registrant to TKO Finance
Corporation.
+10.12 Put and Call Agreement between TKO Finance Corporation and the
Registrant dated June 20, 1997.
+10.13 Release and Payoff Agreement between TKO Finance Corporation and the
Registrant dated October 24, 1997.
+10.14 Lease Agreement for the Lease of Office Space by the Registrant in
Harrison, New York.
+10.15 The Registrant's 1997 Non-Employee Directors Plan.
+10.16 The Registrant's 1997 Stock Option Plan.
+10.17 Draft of Warrant Agreement between the Registrant and Representative of
the Underwriters.
+10.18 Stock Redemption Agreement between the Registrant and Summit Asset
Holding L.L.C.
+10.19 Form of Indemnification Agreements to be entered into between the
Registrant and each of its directors, future directors and executive
officers.
+10.20 Employment Agreement between the Registrant and John L. Lee.
+10.21 Employment Agreement between the Registrant and Allen V. Hirsch.
11.01 Computation of Earnings Per Share.
21.01 Subsidiaries of the Registrant.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of McDermott, Will & Emery (included in Exhibit 5.01).
+23.03 Consent of Adolfo R. Garcia to be named as Future Director.
23.04 Consent of Robert D. Walter to be named as Future Director.
23.05 Consent of Paul B. Weiss to be named as future Vice Chairman of the
Board of Directors.
+24.01 Power of Attorney (included on signature page of this registration
statement).
+27.01 Financial Data Schedule.
</TABLE>
- --------
+ Previously filed

<PAGE>

EXHIBIT 5.01

MCDERMOTT, WILL & EMERY
75 STATE STREET
BOSTON, MASSACHUSETTS 02109
TELEPHONE (617) 345-5000
FACSIMILE (617) 345-5077
JANUARY 13, 1998

ICON Holdings Corp.
600 Mamaroneck Avenue
Harrison, New York 10528-1632

Gentlemen:

This opinion is delivered to you in connection with the registration
statement (as amended, the "Registration Statement") on Form S-1 of ICON
Holdings Corp. (the "Company") filed with the Securities and Exchange
Commission on October 24, 1997 by the Company under the Securities Act of
1933, as amended (the "Act"), for registration under the Act of 15,299,314
shares of the common stock, $.01 par value (the "Common Stock"), of the
Company.

We are familiar with the Certificate of Incorporation and the by-laws of the
Company, as amended, the records of the corporate proceedings of the Company,
and the Registration Statement. We have also made such further investigation
as we have deemed necessary for the purposes of this opinion.

Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Company pursuant to the forms of
prospectus contained in the Registration Statement (together, the
"Prospectus") have been validly authorized for issuance and, when issued
against receipt of the purchase price described in the Prospectus, will be
legally issued, fully paid and nonassessable.

We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an exhibit
to the Registration Statement and the reference to our firm in the Prospectus
under the caption "Legal Matters."

Very truly yours,

MCDERMOTT, WILL & EMERY

<PAGE>

Exhibit 10.04
-------------

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
-----------------------------------------

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), by and
between ICON Holdings Corp., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), and Beaufort J. B. Clarke (the
"Employee"), is entered into as of October 29, 1997.

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

Pursuant to a certain Stock Purchase Agreement between the Company and
Peter D. Beekman, Cortes E. DeRussy and Charles Duggan dated as of August 20,
1996 (the "Purchase Agreement"), the stock of the Company has been sold to the
Company and, in order to obtain the Employee's services following the closing of
the Purchase Agreement, the Company's principal subsidiary, ICON Capital Corp.
("Capital") and Employee entered into a certain Employment Agreement dated as of
August 20, 1996 (the "Effective Date") (the "Original Employment Agreement");
and

The Original Employment Agreement was amended pursuant to Amendment No. 1
to Employment Agreement dated as of April 1, 1997 ("Amendment No. 1") and by
Amendment No. 2 to Employment Agreement dated as of October __, 1997 (the
"Amendment Date") ("Amendment No. 2" and, together with the Original Employment
Agreement and Amendment No. 1, the "Employment Agreement"), and the parties wish
to amend and restate the Employment Agreement in its entirety, upon all of the
terms and conditions set forth hereinbelow.

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

1. Employment Period. The terms and conditions of this Agreement
-----------------
remain in effect for a term expiring December 31, 2002 (the "Initial Period"),
unless terminated prior thereto in accordance with Section 3 of the Agreement or
further extended by mutual agreement of the Company and Employee (the
"Employment Period").

2. Terms of Employment.
-------------------

(a) Position and Duties.
-------------------

(i) Commencing on the Effective Date and for the remainder of
the Employment Period, the Employee shall be engaged as the Chief
Executive Officer and President of the Company with an office in the
New York metropolitan area (or such other location as the Company and
Employee may agree), reporting to the Board of Directors of the
Company and shall have such duties, responsibilities and authority as
shall be consistent therewith and as the Board of Directors of the
Company shall from time to time determine; and

-2-

Section 2(b)(xi) and use all reasonable efforts to perform faithfully
and efficiently such duties, responsibilities and authority.

(b) Compensation.
-------------

(i) Base Salary. Effective as of the Amendment Date and for the
-----------
period through December 31, 1998, the Employee shall receive a base
salary ("Base Salary") at a rate of $275,000 per year, subject to
automatic annual increases commencing January 1, 1999 during the
Employment Period of 7.5% per year, to be paid in accordance with the
Company's payroll policies. Employee shall also be entitled to retain,
without reimbursement, all bonus payments previously paid to Employee
as advance draws against such bonus as of the Amendment Date.

(ii) Annual Bonus. In addition to Base Salary, the Employee
------------
shall receive, with respect to each fiscal year ending during the
Employment Period commencing with the 1998 fiscal year, an annual
incentive bonus ("Annual Bonus"), in accordance with the Company's
Executive Bonus Plan which has been adopted by the Board of Directors
as of October 29, 1997 and attached hereto as Exhibit A, as the same
may be amended or modified from time to time (the "Executive Bonus
Plan"). As determined by the Chairman of the Board and approved by the
Board of Directors, the Employee shall receive not less than twenty-
five percent (25%), nor more than thirty-three percent (33%), of the
funds pooled under the Executive Bonus Plan for each fiscal year. The
Annual Bonus shall be paid promptly, but in no event more than thirty
(30) days, after the Company's receipt of the audited financial
statements of the Company for the subject fiscal year. Commencing
December 1, 1997, the Employee shall be entitled to an advance draw
against his Annual Bonus in an amount equal to 50% of the anticipated
amount of such Annual Bonus, to be payable in semi-monthly
installments.

(iii) Incentive, Savings and Retirement Plans. During the
---------------------------------------
Employment Period, the Employee shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies and
programs, if any, applicable generally to other employees of the
Company.

(iv) Welfare Benefit Plans. During the Employment Period, the
---------------------
Employee and/or the Employee's family, as the case may be, shall be
eligible for participation in and shall receive all benefits currently
entitled to under the Company's welfare benefit plans, practice,
policies and programs provided by the Company (including, without
limitation, medical, major medical, hospital, prescription, dental,
short-term and long-term disability, salary continuance, employee
life, group life, accidental death and travel accident insurance plans
and programs, if any).

(v) Expenses. During the Employment Period, the Employee shall
--------
be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Employee in the performance of his duties
hereunder, and until such time as Employee is provided an apartment in
New York City by the Company, Employee shall be reimbursed for all
reasonable living expenses incurred in New York City.
<PAGE>

-3-

(vi) Vacation. The Employee shall be entitled to at least
--------
four weeks annual paid vacation during the Employment Period. Unused
vacation shall be carried forward without limitation.

(vii) Payment Schedule. Base Salary shall be paid in accordance
----------------
with the regular payroll policies of the Company as determined by the
Board of Directors from time to time but in no event less frequently
than monthly.

(viii) Automobile. The Employee will be entitled to an
----------
automobile to be selected by Employee and which will be leased and
paid for by the Company (including insurance, any taxes, maintenance
and normal operating costs, including all fuel costs and a parking
space in New York City which parking space expense shall not exceed
$6,000 plus tax per year) and provided to the Employee during the
Employment Period. Without limiting the generality of the foregoing,
the Company shall pay all Employee's current Company automobile costs
and expenses under any existing lease.

(ix) Living Space. During the Employment Period, the Company
------------
agrees to make available to Employee a living space in New York City
for Employee's convenience and the Company shall enter into a lease
for such living space.

(x) Health and Social Clubs. During the Employment Period,
-----------------------
Employee shall be reimbursed for costs and expenses for and related to
Employee's membership in a health club in New York, which costs and
expenses shall not exceed $5,000.00 per year plus initiation expense.
The Employee shall also be entitled to reimbursement of or payment by
the Company of Employee's actual dues, costs and expenses of
membership in a social club, plus initiation expense.

(xi) Industry Participation and Other Business Affairs. The
-------------------------------------------------
Employee shall be encouraged to actively participate in ELA membership
including reasonable attendance at annual meetings and other important
events at the Company's expense. The Employee shall devote whatever
reasonable time may be required to participate in any other business
in which Warrenton Capital Partners L.L.C. and/or Summit Asset Holding
L.L.C., or their successors, are directly or indirectly shareholders.

(xii) Stock Options. On or before March 31, 1998, the Company
-------------
shall establish an incentive stock option plan to be known as the 1997
Stock Option Plan and shall upon consummation of the Company's planned
initial public offering grant to the Employee options to acquire
thereunder 1.75% of the shares of the outstanding Common Stock at the
IPO price. Such options are expected to vest 33% each on the first
three anniversaries of the grant date and to expire on the tenth
anniversary of the date of grant.

3. Termination of Employment.
-------------------------

-4-

during the Employment Period, it may give to the Employee written notice in
accordance with this Agreement of its intention to terminate the Employee's
employment. In such event, the Employee's employment with the Company shall
terminate effective on the 60th day after receipt of such notice by the
Employee (the "Disability Effective Date"), provided that, within the 60
days after such receipt, the Employee shall not have returned to full-time
performance of the Employee's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Employee from the Employee's
duties with the Company on a full-time basis for 90 consecutive business
days as a result of incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected by the Company
or its insurers; provided, that the Employee shall be entitled, during the
aforesaid 60 day period, to challenge any determination of Disability by
such a physician, and in the event of such a challenge, the final decision
shall be made by a physician selected by the Company's physician and the
Employee's physician.

(b) Cause. The Company may terminate the Employee's employment
-----
during the Employment Period for Cause. "Cause" for the purposes of this
Agreement shall mean (i) fraud or embezzlement involving assets of the
Company, its customers, suppliers or affiliates; (ii) Employee's conviction
of a criminal felony offense; (iii) the willful material breach or habitual
neglect of Employee's obligations under this Agreement or Employee's duties
as an employee of the Company; or (iv) Employee's willful failure to follow
lawful material directives of the Board of Directors. The existence of
Cause for termination of Employee's employment by the Company shall be
subject, upon the written election by Employee or the Company, to binding
arbitration as provided in Section 9 hereof. The cost of arbitration,
exclusive of the cost of each party's legal representation (which, except
as hereinafter otherwise provided, shall be borne by the party incurring
the expense), shall be borne by the instigating party; provided, however,
that the arbitrators' award may require either party to reimburse the other
for the reasonable cost of legal representation in the arbitration
proceedings.

(c) By Employee. Employee may terminate this Agreement at any time
-----------
during the Employment Period if the Company fails to pay the Employee any
amount due hereunder within five days after such payment is due or the
Company fails to perform any of its material obligations hereunder
("Employee Termination");

(d) Notice of Termination. Any termination by the Company for Cause
---------------------
or any Employee Termination shall be communicated by Notice of Termination
to the other party hereto given in accordance with this Agreement. For
purposes of this Agreement, a "Notice of Termination" means a written
notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Employee's employment under the provision so
indicated and (iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such
notice). The failure by the Employee or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a
showing of Cause or establishing the right to an Employee Termination shall
not waive any right of the Employee or the Company hereunder or preclude
the Employee or the Company from asserting such fact or circumstance in
enforcing the Employee's or the Company's rights hereunder.

<PAGE>

-5-

(e) Date of Termination. "Date of Termination" means (i) if the
-------------------
Employee's employment is terminated by the Company for Cause or pursuant to
an Employee Termination, the date of receipt of the Notice of Termination
or any later date specified therein, as the case may be, (ii) if the
Employee's employment is terminated by reason of death or Disability, the
date of death of the Employee or the Disability Effective Date, as the case
may be.

(f) Right to Cure. Notwithstanding any provision herein to the
-------------
contrary, the Company or Employee, as applicable, shall have a right to
cure the matters giving rise to an Employee Termination or for Cause
termination, respectively, for a period of 30 days commencing upon the
receipt of the Notice of Termination. If the Company or Employee
successfully cures such matters within such thirty day period, the
termination of this Agreement or any provision hereof noticed in such
Notice of Termination shall be void and ineffective.

4. Obligations of the Company Upon Termination.
-------------------------------------------

(a) Severance Payments Upon Resignation or Termination Other Than
-------------------------------------------------------------
for Cause, Death or Disability.
------------------------------

(i) Termination Without Cause after Change in Control: If
-------------------------------------------------
there occurs a change in control of the Company at any time, and
Employee's employment as Chief Executive Officer is terminated (i) by
the Company for any reason other than Cause or (ii) by Employee after
a reduction in either responsibilities or pay or change in location
unacceptable to Employee, Employee will receive the following:

(A) Full immediate vesting of any issued, unvested stock
options,

(B) Full payment of any accrued, unpaid Base Salary, Annual
Bonus and benefit payments,

(D) A sum equal to three times his highest to date Annual
Bonus,

(E) Three years of full benefits continuation, including
health, disability and life insurance, and full Company
contributions to any qualified and non-qualified retirement and
pension plans or the then current value of same in cash if the
terms of such plans preclude such participation, but only to the
extent that similar benefits are not received by the Employee
from a new employer during such three year period,

(F) If such termination occurs on or after January 1, 2000,
a $500,000 cash payment,

-6-

excise tax subsequently imposed by law) applies to any payments
under this item 4(a)(i), an additional amount shall be paid by
the Company to Employee such that the aggregate after-tax amount
that Employee shall receive under this subsection 4(a)(i), shall
have a present value equal to the aggregate after-tax amount that
Employee would have received and retained had such excise tax not
applied to you. For this purpose, Employee shall be assumed to be
subject to tax in each year relevant to the computation at the
then maximum applicable combined Federal and New York income tax
rate, and the determination of the present value of payments to
Employee shall be made consistent with the principles of Section
280G of the Code, and

(H) An office and secretarial support for a period equal to
the remaining term of this Agreement selected by Employee and to
be paid for by the Company.

(ii) Termination Without Cause Absent Change in Control: If
--------------------------------------------------
Employee's employment as Chief Executive Officer is terminated by the
Company (other than for Cause) or by Employee after a reduction in
either responsibilities or pay or change in location unacceptable to
Employee, absent a change in control of the Company, Employee will
receive all of the payments and other benefits listed in subsection
4(a)(i) above, except those listed in paragraph 4(a)(i)(G).

(iii) Resignation by Employee: If during the Employment Period
-----------------------
Employee resigns in the absence of a reduction in either
responsibilities or pay or change in location, Employee will be
entitled to receive the following:

(A) Full payment of any accrued, unpaid Base Salary, Annual
Bonus or benefit payments,

(B) A sum equal to eighteen (18) months of his highest to
date annual Base Salary,

(D) Eighteen (18) months of full benefits continuation,
including health, disability and life insurance, and full Company
contributions to any qualified and non-qualified retirement and
pension plans or the then current value of same in cash if the
terms of such plans preclude such participation, but only to the
extent that similar benefits are not received by the Employee
from a new employer during such three year period,

(iv) Expiration of Employment Agreement: Upon the expiration
----------------------------------
of this Agreement (or successor agreement), Employee will be entitled
to receive the same payments and other benefits to which he would
have been entitled upon resignation as set out in subsection (iii)
above.

(b) Death; Disability. If the Employee's employment is terminated
-----------------
by reason of the Employee's death or Disability during the Employment
Period, this Agreement shall
<PAGE>

-7-

terminate without further obligations to the Employee or the Employee's
legal representatives, as the case may be, under this Agreement, other than
for full payment of any deferred payments and of any accrued, unpaid Base
Salary, Annual Bonus and benefit payments and retention of any fully vested
stock options and other fully-vested benefits, if any.

(c) Termination For Cause: If Employee's employment as Chief
---------------------
Executive Officer is terminated for Cause, Employee will be entitled only
to full payment of any accrued, unpaid Base Salary, Annual Bonus and
benefit payments and retention of any fully vested stock options and other
fully-vested benefits, if any.

5. Non-Competition. During the Employment Period and, provided the
---------------
Company is not in default under this Agreement, for a period of three years
following the expiration or termination of this Employment Agreement (other than
a termination without Cause after a Change in Control), Employee shall not:

(a) directly or indirectly, either individually or as a principal,
partner, member, agent, employee, consultant, stockholder, joint venturer
or investor, or as a director or officer of any corporation, entity,
proprietorship or association, or in any other ownership, executive or
management position, engage or assist in activities, or have an active
interest, of an ownership, executive, management or consulting nature in a
business in the business of marketing and selling income fund products that
would compete with the equipment leasing investment fund products of the
Company actually being marketed at the time of termination;

(b) directly or indirectly, either individually or as a principal,
partner, member, agent, employee, consultant, stockholder, joint venturer
or investor, or as a director or officer of any corporation, entity,
proprietorship or association, or in any other ownership, executive or
management position whatsoever, (i) divert or attempt to divert from the
Company any business with any customer or prospective customer with which
Employee has any business contact or business association which was either
under Employee's supervision or the identity of which was learned by
Employee while employed by the Company, (ii) induce any salesman, vendor,
broker, dealer, representative, agent, or other person transacting business
with the Company to transact business for a business in competition with
the Company at the time of termination, or (iii) induce or cause any
employee of the Company to leave the employ of the Company other than in
the course of the loyal discharge of his duties.

Notwithstanding the above, this Section 5 shall not prohibit the Employee from
passively owning less than five percent (5%) of the shares of any corporation or
entity that is publicly traded on a securities exchange or over-the-counter
market.

6. Confidential Information.
------------------------

-8-

thereafter as an employee of the Company and not generally known in the
Company's industry and that relates in any way to the business of the
Company at any time during the Employment Period, including without
limitation any and all data bases, trade secrets, know-how, and other
intellectual property obtained or developed during the Employment Period.

(b) Employee acknowledges that during the course of his employment
with the Company he may develop or otherwise acquire papers, files or other
records involving or relating to trade secrets or Confidential Information.
All such papers, files and other records shall be the exclusive property of
the Company and shall, together with any and all copies thereof, be
returned to the Company upon the termination of Employee's employment with
the Company.

7. Specific Performance. The Employee acknowledges that the
--------------------
covenants of the Employee in Section 5 and Section 6 are special and that the
Company will be irreparably harmed if the Employee's obligations thereunder are
not specifically enforced and that the Company would not have an adequate remedy
at law in the event of a violation or threatened violation thereof. Therefore,
the Employee agrees that the Company shall be entitled to such an injunction or
a remedy of specific performance for any actual or threatened violations or
breach by the Employee without necessity of the Company showing actual damages
or that monetary damages would not afford an adequate remedy. Employee shall
have no personal monetary liability arising out of or in connection with this
Agreement, except to the extent the Company suffers injury on account of the
Employee's willful and intentional actions resulting in or intended to result in
injury to the Company and only to the extent such willful and intentional
actions result in personal gain to the Employee.

8. Successors and Termination. This Agreement is personal to the
--------------------------
Employee and without the prior written consent of the Company shall not be
assignable by the Employee otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Employee's legal representatives. This Agreement may not be assigned by
the Company without the prior written consent of Employee.

9. Miscellaneous.
-------------

(a) The laws of the State of New York shall govern this Agreement and
any interpretations or constructions thereof. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective
successors, assigns and legal representatives, as the case may be.

(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, or
by overnight courier or by facsimile with confirmed transmission (with a
hard copy mailed) addressed as follows:

If to the Employee:
------------------

Beaufort J. B. Clarke
P.O. Box 88
Middleburg, VA 20117
<PAGE>

-9-

If to the Company:
-----------------

ICON Holdings Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
Attention: President

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

(e) The Employee's or the Company's failure to insist upon strict
compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Employee or the Company
may have hereunder shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.

(f) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all or which together
shall be deemed to be one and the same instrument. It shall not be
necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any other counterpart.

(g) The terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular, and
the words of any gender shall include each other gender where appropriate.

(h) Any disputes, controversies, or claims arising between the
parties hereto arising out of or relating to this Agreement, or any
provision thereof, or the breach, termination or invalidity hereof, or the
rights and obligations created hereunder by the parties hereto
(collectively "Disputes"), shall be finally determined and settled by
arbitration in accordance with the commercial rules of the American
Arbitration Association ("AAA"), as such are in force at the time a demand
for arbitration is made, as described below.

(i) Any dispute, controversy or claim relating to this
Agreement, or any provision thereof, or any breach or default in the
performance of the terms and conditions hereof shall be settled by
arbitration in the City of White Plains in accordance with the then-
existing arbitration rules promulgated by the AAA. The decision of the
arbitrators shall be final and binding on the parties, and judgment
upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.
<PAGE>

-10-

(ii) In any arbitration proceeding under this Section 9(h), the
rights of the parties shall be determined according to the governing
law set forth in Section 9(a) above, and the arbitrators shall apply
such law.

(iii) The prevailing party shall be entitled to recover from the
non-prevailing party all costs and fees, including reasonable
attorney's fees, incurred by such prevailing party in connection with
such Dispute.

As amended and restated hereby, the Employment Agreement is hereby
ratified, assumed, approved and affirmed as the legal, valid and binding
agreement of the parties hereto.

IN WITNESS WHEREOF, the Employee has hereunto set the Employee's hand,
and the Company has caused these presents to be executed in its name on its
behalf, all as of the day and year first above written.

------------------------------
Beaufort J. B. Clarke

ICON HOLDINGS CORP.

By
------------------------------
Title:
--------------------------
<PAGE>

-11-

Exhibit A
---------

ICON HOLDINGS CORP. INCENTIVE BONUS PLAN

The Company's incentive bonus plan ("Plan") as described herein has been
created in order to provide incentive compensation to certain key employees of
the Company based on the Company's performance in each of the years 1998, 1999,
2000, 2001 and 2002 (each a "Plan Year"). The amounts distributable under the
Plan with respect to a Plan Year is referred to hereinafter as the "Plan Pool."

PARTICIPANTS
- ------------

Those employees of the Company eligible for distributions under the Plan
are the President, each Executive Vice President, each Senior Vice President and
any other officer of the Company designated in writing by the President (each of
the foregoing a "Participant").

CALCULATION OF PLAN POOL
- ------------------------

In January of each Plan Year the President shall cause the Chief Financial
Officer to prepare and present to the Board of Directors for its consideration
an estimate of the Company's consolidated net income for the then-occurring Plan
Year. The Board shall adopt the estimate submitted to it with such changes the
Board may wish to make to such estimate to ensure it is, based on all available
information concerning the Company and projected economic conditions, a
reasonable estimate of the Company's pretax net income for the then-occurring
Plan Year (as adopted by the Board, the "Estimate"). Following the end of the
Plan Year in question and upon delivery by the Company's auditors of the
Company's audited financial statements for such Plan Year, the Chief Financial
Officer shall calculate what percentage the Company's actual consolidated net
income ("Plan Year Income") is of the Estimate for such Plan Year ("Plan
Percentage"). The Plan Percentage for a Plan Year shall be used to determine the
Reference Rate using the table set forth below. The Plan Pool for each Plan Year
shall be the product of the applicable Reference Rate and the applicable Plan
Year Income.

Plan Year Plan Percentage Reference Rate
--------- --------------- --------------
<S> <C> <C>
1998 and 1999 85% or greater 9.5%
76% to 84% 8%
66% to 75% 7.125%
50% to 65% 6%
49% or less 5%

Plan Year Plan Percentage Reference Rate
--------- --------------- --------------
<S> <C> <C>
2000, 2001 and 2002 85% or greater 9%
76% to 84% 7.65%
66% to 75% 6.75%
50% to 65% 5.95%
49% or less 4.75%
</TABLE>

<PAGE>

-12-

PLAN POOL DISTRIBUTIONS
- -----------------------

Following the delivery of the Company's audited financial statements for
each Plan Year the Chairman shall present to the Board for its approval the
amount of the Plan Pool with respect to such Plan Year calculated as set forth
above. The Chairman shall also submit to the Board for its approval the
Chairman's recommendation as to which percentage of the Plan Pool is to be
distributed to each Participant. The Plan Pool distributions shall be paid in
cash to each Participant within 5 business days following the Board's approval
of such distributions.

<PAGE>

Exhibit 10.05
-------------

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
-----------------------------------------

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), by and
between ICON Holdings Corp., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), and Paul B. Weiss (the "Employee"), is
entered into as of October 29, 1997.

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

In order to obtain the Employee's services, the Employee and the Company's
principal subsidiary, ICON Capital Corp. ("Capital") entered into a certain
Employment Agreement dated as of April 1, 1997 (the "Effective Date") (the
"Original Employment Agreement"), and the Original Employment Agreement was
amended pursuant to that certain Assignment and Amendment No. 1 to Employment
Agreement dated as of October __, 1997 (the "Amendment Date") ("Amendment No. 1"
and, together with the Original Employment Agreement, the "Employment
Agreement"). The parties now wish to amend and restate the Employment Agreement
in its entirety, upon all of the terms and conditions set forth hereinbelow.

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

2. Terms of Employment.
-------------------

(a) Position and Duties.
-------------------

(i) Commencing on the Effective Date and for the remainder of
the Employment Period, the Employee shall be engaged as an Executive
Vice President of the Company with an office located in the San
Francisco Bay area (or such other location as may the Company and
Employee may agree). Employee will report to the Chief Executive
Officer of the Company and shall have such duties, responsibilities
and authority as shall be consistent therewith and as the Chief
Executive Officer of the Company shall from time to time determine;
and

(ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Employee is entitled, the
Employee shall devote full business time to the business and affairs
of the Company, except as noted in Section 2(b)(ix) and use all
reasonable efforts to perform faithfully and efficiently such duties,
responsibilities and authority.

(b) Compensation.
-------------

(i) Base Salary. Effective as of the Amendment Date and for
-----------
the period through December 31, 1998, the Employee shall receive a
base salary ("Base Salary")
<PAGE>

-2-

at a rate of $250,000 per year, subject to automatic annual increases
commencing January 1, 1999 during the Employment Period of 7.5% per
year, to be paid in accordance with the Company's payroll policies.
Employee shall also be entitled to retain, without reimbursement, all
bonus payments previously paid to Employee as advance draws against
such bonus as of the Amendment Date.

(v) Expenses. During the Employment Period, the Employee
--------
shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Employee in the performance of his duties
hereunder.

(vi) Vacation. The Employee shall be entitled to at least four
--------
weeks annual paid vacation during the Employment Period. Unused
vacation shall be carried forward without limitation.

-3-

(viii) Automobile. The Employee will be entitled to an
----------
automobile to be selected by Employee and which will be leased and
paid for by the Company (including insurance, any taxes, maintenance
and normal operating costs, including all fuel costs) and provided to
the Employee during the Employment Period. The Company will be
responsible for the costs and expenses under the Employee's existing
car lease. Employee's expenses for parking in his San Francisco office
building (presently $400 per month) shall be paid by the Company.

(x) Health and Social Clubs. During the Employment Period,
-----------------------
Employee shall be reimbursed for costs and expenses for and related to
Employee's membership in a health club, which costs and expenses shall
not exceed $5,000 per year. The Employee shall also be entitled to
reimbursement of or payment by the Company of Employee's actual dues,
costs and expenses of membership in a social club, plus initiation
expense.

(xi) Industry Participation and Other Business Affairs. The
-------------------------------------------------
Employee shall be encouraged to actively participate in ELA membership
including reasonable attendance at annual meetings and other important
events at the Company's expense. The Employee shall devote whatever
reasonable time may be required to participate in the business of
MGC/Griffin Capital Corp. or any other business in which Warrenton
Capital Partners L.L.C. and/or Summit Asset Holding L.L.C., or their
successors, are directly or indirectly shareholders.

3. Termination of Employment.
-------------------------

(a) Death or Disability. The Employee's employment shall terminate
-------------------
automatically upon the Employee's death during the Employment Period. If
the Company determines in good faith that the Disability (as defined below)
of the Employee has occurred during the Employment Period, it may give to
the Employee written notice in accordance with this Agreement of its
intention to terminate the Employee's employment. In such event, the
Employee's employment with the Company shall terminate effective on the
60th day after receipt of such notice by the Employee (the "Disability
Effective Date"), provided that, within the 60 days after such receipt, the
Employee shall not have returned to full-time performance of the Employee's
duties. For purposes of this Agreement, "Disability" shall mean the
absence of the Employee from the Employee's duties with the Company on a
full-time basis for 90 consecutive business days as a result of incapacity
due to mental or physical illness which is determined to be total and
permanent by a physician selected by the Company or its insurers; provided,
that the Employee shall be entitled, during the aforesaid 60 day period, to
challenge any determination of Disability by such a physician, and in the
event of such a challenge, the final decision shall be made by a physician
selected by the Company's physician and the Employee's physician.
<PAGE>

-4-

-5-

Agreement or any provision hereof noticed in such Notice of Termination
shall be void and ineffective.

4. Obligations of the Company Upon Termination.
-------------------------------------------

(a) Severance Payments Upon Resignation or Termination Other Than for
-----------------------------------------------------------------
Cause, Death or Disability.
--------------------------

(i) Termination Without Cause after Change in Control: If
-------------------------------------------------
there occurs a change in control of the Company at any time, and
Employee's employment as Executive Vice President is terminated (i) by
the Company for any reason other than Cause or (ii) by Employee after
a reduction in either responsibilities or pay or change in location
unacceptable to Employee, Employee will receive the following:

(A) Full immediate vesting of any issued, unvested stock
options,

(B) Full payment of any accrued, unpaid Base Salary,
Annual Bonus and benefit payments,

(D) A sum equal to three times his highest to date Annual
Bonus,

(F) If such termination occurs on or after January 1,
2000, a $500,000 cash payment,

(G) In the event that Employee's employment is terminated
pursuant to this item 4(a)(i) and the excise tax imposed by
Section 4999 of the Internal Revenue Service Code (the "Code")
(or any successor penalty or excise tax subsequently imposed by
law) applies to any payments under this item 4(a)(i), an
additional amount shall be paid by the Company to Employee such
that the aggregate after-tax amount that Employee shall receive
under this subsection 4(a)(i), shall have a present value equal
to the aggregate after-tax amount that Employee would have
received and retained had such excise tax not applied to you. For
this purpose, Employee shall be assumed to be subject to tax in
each year relevant to the computation at the then maximum
applicable combined Federal and New York income tax rate, and the
determination of the present value of payments to Employee shall
be made consistent with the principles of Section 280G of the
Code, and
<PAGE>

-6-

(H) An office and secretarial support for a period equal
to the remaining term of this Agreement selected by Employee and
to be paid for by the Company.

(ii) Termination Without Cause Absent Change in Control: If
--------------------------------------------------
Employee's employment as Executive Vice President is terminated by the
Company (other than for Cause) or by Employee after a reduction in
either responsibilities or pay or change in location unacceptable to
Employee, absent a change in control of the Company, Employee will
receive all of the payments and other benefits listed in subsection
4(a)(i) above, except those listed in paragraph 4(a(i)(G).

(A) Full payment of any accrued, unpaid Base Salary,
Annual Bonus or benefit payments,

(B) A sum equal to eighteen (18) months of his highest to
date annual Base Salary,

(iv) Expiration of Employment Agreement: Upon the expiration of
----------------------------------
this Agreement (or successor agreement), Employee will be entitled to
receive the same payments and other benefits to which he would have
been entitled upon resignation as set out in subsection (iii) above.

(b) Death; Disability. If the Employee's employment is terminated by
-----------------
reason of the Employee's death or Disability during the Employment Period,
this Agreement shall terminate without further obligations to the Employee
or the Employee's legal representatives, as the case may be, under this
Agreement, other than for full payment of any deferred payments and of any
accrued, unpaid Base Salary, Annual Bonus and benefit payments and
retention of any fully vested stock options and other fully-vested
benefits, if any.

(c) Termination For Cause: If Employee's employment as Executive
---------------------
Vice President is terminated for Cause, Employee will be entitled only to
full payment of any accrued, unpaid Base Salary, Annual Bonus and benefit
payments and retention of any fully vested stock options and other fully-
vested benefits, if any.
<PAGE>

-7-

6. Confidential Information.
------------------------

(a) From the date hereof and at all times thereafter, the Employee
shall not at any time or in any manner, directly or indirectly, knowingly
disclose to any party, other than the Company or at the request of the
Company, any trade secrets or Confidential Information (as defined below)
of the Company while employed by the Company and for six (6) months after
termination of employment. As used herein, Confidential Information shall
mean information known to or obtained by Employee in the course of
employment-related discussions with the Company prior to the Closing under
the Purchase Agreement or thereafter as an employee of the Company and not
generally known in the Company's industry and that relates in any way to
the business of the Company at any time during the Employment Period,
including without limitation any and all data bases, trade secrets, know-
how, and other intellectual property obtained or developed during the
Employment Period.

-8-

9. Miscellaneous.
-------------

If to the Employee:
------------------

Paul B. Weiss
c/o ICON Holdings Corp.
Four Embarcadero Center, Suite 590
San Francisco, California 94111

If to the Company:
-----------------

ICON Holdings Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
Attention: President

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
<PAGE>

-9-

(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

As amended and restated hereby, the Employment Agreement is hereby
ratified, assumed, approved and affirmed as the legal, valid and binding
agreement of the parties hereto.
<PAGE>

-10-

------------------------------
Paul B. Weiss

ICON HOLDINGS CORP.

By
----------------------------
Title:
------------------------
<PAGE>

-11-

Exhibit A
---------

ICON HOLDINGS CORP. INCENTIVE BONUS PLAN

PARTICIPANTS
- ------------

CALCULATION OF PLAN POOL
- ------------------------

Plan Year Plan Percentage Reference Rate
--------- --------------- --------------
<S> <C> <C>
1998 and 1999 85% or greater 9.5%
76% to 84% 8%
66% to 75% 7.125%
50% to 65% 6%
49% or less 5%

<CAPTION>
Plan Year Plan Percentage Reference Rate
--------- --------------- --------------
<S> <C> <C>
2000, 2001 and 2002 85% or greater 9%
76% to 84% 7.65%
66% to 75% 6.75%
50% to 65% 5.95%
49% or less 4.75%
</TABLE>
<PAGE>

-12-

PLAN POOL DISTRIBUTIONS
- -----------------------

<PAGE>

EXHIBIT 11.01

STATEMENT RE: EARNINGS PER SHARE

<TABLE>
<CAPTION>
FOR THE SIX FOR THE THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, 1997 SEPTEMBER 30, 1997
------------------ ------------------
<S> <C> <C>
Net income (loss)........................ $ (186,263) $ 179,036
---------- ----------
Net income (loss) per share amount....... $ (0.01) $ 0.01
---------- ----------
Calculation of weighted average shares
outstanding:
Weighted average common stock
outstanding............................. 1,000 1,000
Adjustments:
Effects of common stock dividend to
shareholders.......................... 7,999,000 7,999,000
Issuance of stock from the initial
public offering....................... 10,000,000 10,000,000
Redemption of shares from related
party................................. (4,000,000) (4,000,000)
Conversion to common shares from
indebtedness to related party......... 139,095 139,095
Shares subject to warrants granted at
the initial public offering........... 919,041 919,041
---------- ----------
Weighted average common stock
outstanding, as adjusted................ 15,058,136 15,058,136
========== ==========
</TABLE>

<PAGE>

EXHIBIT 21.01

SUBSIDIARIES OF THE REGISTRANT

ICON HOLDINGS CORP.

<TABLE>
<CAPTION>
JURISDICTION OF NAME UNDER WHICH
NAME INCORPORATION SUBSIDIARY DOES BUSINESS
- ---- --------------- ------------------------
<S> <C> <C>
ICON Capital Corp. ............... Connecticut (1) ICON Capital Corp.
(2) ICON Capital Corp.
(Connecticut)
(in Illinois only)
ICON Securities Corp. ............ New York ICON Securities Corp.
ICON Financial Corp. ............. Delaware (1) ICON Financial Corp.
(2) ICON Financial Corp.,
Delaware
(in California only)
ICON Funding Corp. ............... Delaware ICON Funding Corp.
ICON Receivables Management Delaware ICON Receivables
Corp. ........................... Management Corp.
MGC/Griffin Capital Corp. ........ Delaware MGC/Griffin Capital Corp.
ICON Asset Management Corp. ...... Delaware ICON Asset Management Corp.
ICON Leasing Corp. ............... Delaware ICON Leasing Corp.
ICON Capital (UK) Limited......... United Kingdom ICON Capital (UK) Limited
</TABLE>

<PAGE>

EXHIBIT 23.01

The Board of Directors
ICON Holdings Corporation

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP

New York, New York

January 7, 1998

<PAGE>

EXHIBIT 23.04

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

I, ROBERT D. WALTER, hereby consent to the use in the registration statement
on Form S-1 of ICON Holdings Corp., a Delaware corporation (the "Company"), to
which this consent is filed as an exhibit included therewith, of my name as a
person about to become a director of the Company.

DATED: December 24, 1997

/s/ Robert D. Walter
-------------------------------------

Robert D. Walter

<PAGE>

EXHIBIT 23.05

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

I, PAUL B. WEISS, hereby consent to the use in the registration statement on
Form S-1 of ICON Holdings Corp., a Delaware corporation (the "Company"), to
which this consent is filed as an exhibit included therewith, of my name as a
person about to become a director of the Company.

DATED: January 7, 1998

/s/ Paul B. Weiss
-------------------------------------

Paul B. Weiss