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Icon CMT Corp.
1200 Harbor Blvd., Weehawkin, NJ 07087 * (201) 601-2000

The company is an Internet solutions provider that offers a comprehensive range of services and products that enable corporate customers to implement their Internet, intranet and Extranet strategies.

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
BancAmerica Robertson StephensCo-manager (415) 989-8500
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Tucker Anthony IncorporatedCo-manager (800) 453-8205

Offering Information
NASNTL:ICMT Internet: SIC 7373
Type of Shares:Common Shares Filing Date:10/21/97
U.S. Shares:3,850,000 Offer Date:2/11/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:3,850,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $50,050,000 Selling:$0.42
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:225

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Parker Chapin Flattau & Klimpl
Bank's Law Firm: Cravath, Swaine & Moore
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$38.11$19.40$17.44Assets:$12.85
Net Income:-$8.04-$5.68-$3.37Curr Assets:$8.79
EPS:-$0.75-$0.52Liabilities:$6.16
Prior EPS:-$6.76-$2.75Curr Liab:$6.16
Cash Flow/Oper:-$4.99$8.41$6.39Equity:$6.69
Cash Flow/Fin:$8.58-$1.12-$1.92Cash:$1.04
Cash Flow/Inv:-$3.70Working Cap:$2.63

Competition
The markets served by the Company are extremely competitive. The Company expects competition to persist, intensify and increase in the future. Because there are no substantial barriers to entry, an influx of new market entrants is expected to continue in response to the growing demand for information and data communication technology services and products. Most of the Company's current and potential competitors enjoy a greater market presence and possess substantially greater technical, financial and marketing resources than the Company.

Business Plan
The company is an Internet solutions provider that offers a comprehensive range of services and products that enable corporate customers to implement their Internet, intranet and extranet strategies. The company's mission is to provide end-to-end solutions to its customers by facilitating the distribution of customers' information and applications over Icon's communications infrastructure as well as access to such information and applications. Unlike many of its competitors who focus on a single service or product, the Company continuously expands the breadth of its services and its engineering expertise to provide customized turnkey solutions to meet the increasingly demanding requirements of corporate customers. In order to provide end-to-end solutions, the company offers communications and professional services, as well as product resale capabilities.

Use of Proceeds
The proceeds from the proposed offering will be used for expansion and upgrade of the company's communications infrastructure and for working capital and general corporate purposes including acquisitions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
MVMA, Inc.7.40%
Mellon Ventures, L.P.7.40%
Tudor Investment Corporation6.20%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Scott A. BaxterPresident, Chief Executive Officer and Chairman of the Board of Directors34
Susan A. MassaroSenior Vice President -- Professional Services41
Frank C. Cicio, Jr.Senior Vice President -- Sales and Business Development43
Kenneth J. HallSenior Vice President, Chief Financial Officer and Treasurer39
Scott HarmolinSenior Vice President, Chief Technology Officer and Director38
David L. GoretVice Presdietn -- Business Affairs, General Counsel and Assistant Secretary33
Michael J. GoldVice President -- Corporate Development33
Richard M. BrownVice President -- Information Technologies, Secretary and Director48
Robert J. Thalman, Jr.Vice President -- Strategy Marketing45
Anthony R. ScrimentiVice President and Chief Information Officer43

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