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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM 10-K/A

AMENDMENT NO. 1

(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________
TO __________

COMMISSION FILE NUMBER: 0-13865
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RARE MEDIUM GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 23-2368845
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

565 FIFTH AVENUE, 29TH FLOOR
NEW YORK, NEW YORK 10017
(Address of principal executive offices including zip code)
REGISTRANT'S FORMER NAME: ICC Technologies, Inc.
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 833-6940
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendments to this Form 10-K. [ ]

The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of April 21, 2000 was $1,116,010,170.

The number of shares of Common Stock outstanding as of April 21,
2000 was 49,617,118.

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EXPLANATORY NOTE

The purpose of this amendment is to amend and restate Part III of
the Registrant's Annual Report on Form 10-K filed with the Securities and
Exchange Commission on February 24, 2000 (the "Form 10-K"). The amended and
restated items are as follows:

Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K.

These items were omitted from the Form 10-K in reliance on instructions
included in Form 10-K permitting the Registrant to incorporate such items
by reference to the Registrant's proxy statement, provided such proxy
statement is filed within 120 days of the Registrant's fiscal year-end. As
the Registrant intends to file its proxy statement later than 120 days from
its fiscal year-end, it is providing these items as part of this Form
10-K/A.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth information concerning our directors
and executive officers as of April 28, 2000:

NAME AGE POSITION
- ---- --- --------

Glenn S. Meyers...................... 38 Chairman and Chief Executive Officer
Jeffrey J. Kaplan.................... 51 Executive Vice President and Chief Financial Officer
Suresh V. Mathews.................... 45 President and Chief Operating Officer
Robert C. Lewis...................... 34 Vice President, General Counsel and Secretary
Craig C. Chesser..................... 39 Vice President and Treasurer
Michael A. Hultberg.................. 34 Vice President and Controller
Jeffrey M. Killeen................... 46 Director
Richard T. Liebhaber................. 63 Director
William F. Stasior................... 59 Director
Andrew D. Africk..................... 33 Director
Michael S. Gross..................... 37 Director
Marc J. Rowan........................ 37 Director

Glenn S. Meyers. Mr. Meyers is the co-founder, Chairman and Chief
Executive Officer of the Company. He is also Chairman and Chief Executive
Officer of the Company's wholly-owned subsidiary, Rare Medium, Inc. and has
been a member of the board of directors of the Company as well as the Chief
Executive Officer since April 15, 1998. Prior to joining Rare Medium, Inc.
in September 1996, Mr. Meyers was President of Brookridge Capital
Management, an Internet venture capital firm from 1994 to September 1996.
Mr. Meyers is also a director of L90, Inc.

Jeffrey J. Kaplan. Mr. Kaplan has been the Executive Vice President
and Chief Financial Officer of the Company since September 1999. Mr. Kaplan
served as Executive Vice President, Chief Financial Officer and Director of
Safety Components International, Inc., a leading manufacturer of airbag
cushions and fabric from February 1997 to August 1999. From October 1993 to
February 1997, Mr. Kaplan served as Executive Vice President, Chief
Financial Officer and Director of International Post Limited, a leading
provider of post-production services for commercial and advertising
markets.

Suresh V. Mathews. Mr. Mathews was appointed the Company's
President and Chief Operating Officer in April 2000. Mr. Mathews has also
been the President and Chief Operating Officer of the Company's wholly-owned
subsidiary, Rare Medium, Inc. since January 1999. Prior to joining Rare
Medium, Inc., Mr. Mathews was Senior Vice President and Chief Information
Officer of Quaker State Corporation from June 1991 to December 1998.

Robert C. Lewis. Mr. Lewis has been the Vice President and General
Counsel of the Company since May 1998 and Secretary of the Company since
August 1998. Prior to joining the Company, Mr. Lewis was an associate at
the law firm of Fried, Frank, Harris, Shriver & Jacobson from October 1992.

Craig C. Chesser. Mr. Chesser has been a Vice President of the
Company since July 1998 and has been the Treasurer of the Company since
November 1999. Mr. Chesser served as the Corporate Controller from July
1998 to November 1999. Prior to joining the Company, Mr. Chesser was Vice
President, Finance for TransCare Corporation, a health care industry
consolidator. Previously, Mr. Chesser was Vice President, Finance and
Administration for Sunwestern Investment Group, a venture capital
organization.

Michael A. Hultberg. Mr. Hultberg joined the Company as Vice
President and Controller in November 1999. From July 1988 to November 1999,
Mr. Hultberg was employed by KPMG LLP, most recently as Senior Manager.

Jeffrey M. Killeen. Jeffrey M. Killeen has been a director of the
Company since October 1998. Mr. Killeen has been the Chief Executive
Officer of Forbes.com since August 1999. Prior to that, Mr. Killeen was the
Chief Operating Officer of barnesandnoble.com, an e-commerce company, from
January 1998 to March 1999. Before joining barnesandnoble.com, Mr. Killeen
served as President and Chief Executive Officer of Pacific Bell Interactive
Media from August 1994 to January 1998.

Richard T. Liebhaber. Mr. Liebhaber has been a member of the board
of directors of the Company since June 1998. Mr. Liebhaber has been a
Managing Director of Veronis, Suhler & Associates, Inc., the New York media
merchant banking firm, since June 1, 1995. In addition, Mr. Liebhaber is
currently a member of the following boards of directors: Qwest
Communications, Inc., Advanced Radio Telecommunications, AVICI Systems,
Inc., Internet Communications Corporation, and Alcatel USA, Inc. Mr.
Liebhaber also serves as a consultant and member of the Advisory Board of
Corning, Inc.

William F. Stasior. Mr. Stasior joined the board of directors of
the Company in April 2000 replacing Steven Winograd upon Mr. Winograd's
resignation. Mr. Stasior was the Chairman and Chief Executive Officer of
Booz Allen & Hamilton Inc., a management and technology consulting firm,
from 1991 to 1999, and had served on the Board of Directors of Booz Allen
since 1979. Since October 1999, Mr. Stasior has been the Senior Chairman of
Booz Allen. Mr. Stasior also serves on the Board of Directors of OPNET, a
software company that specializes in enhancing network performance for the
Internet and other applications and Emerging Vision Inc., an optical
retailer.

Andrew D. Africk. Mr. Africk has been a member of the board of
directors of the Company since June 1999. Mr. Africk is a partner of Apollo
Advisors, L.P. (which, together with its affiliates, acts as the managing
general partner of several private securities investment funds, including
Apollo Investment Fund IV, L.P.) and of Lion Advisors, L.P. (a financial
advisor to, and representative of institutional investors with respect to,
securities investments). Mr. Africk is also a director of Continental
Graphics Holdings, Inc. and Encompass Services Corporation, as well as
several private venture companies.

Michael S. Gross. Mr. Gross has been a member of the board of
directors of the Company since August 1999. Mr. Gross is one of the
founding principals of Apollo Advisors, L.P. and of Lion Advisors, L.P. Mr.
Gross is also a director of Allied Waste Industries, Inc., Breuners Home
Furnishing, Inc., Clark Enterprises Inc., Converse, Inc., Florsheim Group,
Inc., United Rentals, Inc., Encompass Services Corporation and Saks
Incorporated.

Marc J. Rowan. Mr. Rowan has been a member of the board of
directors of the Company since June 1999. Mr. Rowan is one of the founding
principals of Apollo Advisors, L.P. and of Lion Advisors, L.P. Mr. Rowan is
also a director of Vail Resorts, Inc., Quality Distribution, Inc., National
Financial Partners, Inc., Samsonite Corporation, Wyndam International and
NRT Incorporated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
own more than 10% of a registered class of the Company's securities, to
file with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and
greater-than-10% stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and written representations that
no other reports were required, the Company believes that during the year
ended December 31, 1999, its officers, directors and greater-than-10%
stockholders complied with all Section 16(a) filing requirements, with the
exception of late filings of Initial Statements of Beneficial Ownership of
Securities on Form 3 for each of Suresh V. Mathews, Jeffrey J. Kaplan,
Craig C. Chesser and Michael A. Hultberg. Such forms were subsequently
filed with the SEC.

ITEM 11: EXECUTIVE COMPENSATION.

The following Summary Compensation Table sets forth, for the three
years ended December 31, 1999, the compensation for services in all
capacities earned by the Company's Chief Executive Officer and each other
named executive officer whose total annual salary, bonus and other annual
compensation exceeded $100,000 in 1999, including a former executive
officer whose compensation would have placed him in the disclosed group had
he been an executive officer as of December 31, 1999.

SUMMARY COMPENSATION TABLE

Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Principal Position Year Salary Bonus Compensation Award(s)($) SARs(#) Payouts($) Compensation
- --------------------------- ------ ------ ----- ------------ ----------- ---------- ---------- ------------

Glenn S. Meyers 1999 $257,192 $2,157,889 $ 17,600(4) - - - -
Chairman and 1998 178,082 35,193 20,000(4) - 2,000,000 - -
Chief Executive Officer

Suresh V. Mathews 1999 208,558(1) - - - 1,000,000 - $1,514(6)
President and
Chief Executive Officer

Jeffrey J. Kaplan 1999 64,039(2) - 3,850(4) - 350,000 - -
Executive Vice President and
Chief Financial Officer

Robert C. Lewis 1999 110,135 - - - 68,000 - 2,500(6)
Vice President, General 1998 47,596 - - - 32,000 - -
Counsel and Secretary

Craig C. Chesser 1999 118,692 10,000 3,000(4) - 32,500 - 2,500(6)
Vice President and Treasurer 1998 43,846 - - - 17,500 - -

Michael A. Hultberg 1999 25,096(3) - - - 75,000 - -
Vice President and Controller

John S. Gross 1999 169,327 - 100,000(5) - - - 1,924(6)
Former Sr. Vice President 1998 113,750 - 3,875(4) - 150,000 - -
and Chief Financial Officer

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

(1) Represents compensation from January 29, 1999.
(2) Represents compensation from September 27, 1999.
(3) Represents compensation from November 1, 1999.
(4) Represents non-accountable expense allowance.
(5) Represents payment pursuant to severance agreement.
(6) Represents 401(k) employer matching contributions in 1999.

The following table sets forth information concerning grants of
stock options to purchase shares of common stock, par value $.01 per share,
of the Company ("Common Stock") during the year ended December 31, 1999 to
the named executive officers.

OPTION/SAR GRANTS IN LAST YEAR

Number of Percent of Potential Realizable Value at
Securities Total Options/ Assumed Annual Rates of Stock
Underlying SARs Granted to Exercise or Price Appreciation for Option Term
Options / SARs Employees in Base Price Expiration
Name Granted (#)(1) Fiscal Year ($/Share) Date 5% 10%
- ---- -------------- --------------- ----------- ---------- -- ---

Glenn S. Meyers - 0.0% N/A N/A N/A N/A

Suresh V. Mathews 1,000,000(2) 8.3% $5.110 1/29/09 $3,213,652 $8,144,024

Jeffrey J. Kaplan 350,000(3) 2.9% $9.500 9/21/09 2,091,075 5,299,194

Robert C. Lewis 43,000(4) 0.4% $4.770 4/1/04 69,291 141,150
25,000(5) 0.2% $8.563 9/27/04 59,145 130,695

Craig C. Chesser 12,500(6) 0.1% $5.110 1/29/04 17,647 38,996
20,000(7) 0.2% $8.563 9/27/04 47,316 104,556

Michael A. Hultberg 75,000(8) 0.6% $14.750 11/1/04 305,636 675,377

John S. Gross - 0.0% N/A N/A N/A N/A

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

(1) The number of shares of Common Stock covered by the options are subject
to anti-dilution adjustments in the event of any stock dividend, stock
split or combination of shares, recapitalization or other change in the
Company's capital stock. The vesting of the options is subject to
acceleration in the event of a change in control of the Company, which
means, generally, the consummation of any merger or consolidation
involving the Company, any sale of substantially all of the Company's
assets or other transaction or related transactions as a result of
which a single person or several persons acting in concert own a
majority of the shares of Common Stock or a lower percentage of Common
Stock in certain cases (except for certain transactions that do not
involve a change in the holders of a majority of the outstanding shares
of Common Stock and the ownership of a majority of the outstanding
shares of Common Stock by a single person).
(2) These options were granted on January 29, 1999 at an exercise price of
$5.11, the per share fair market value of the Common Stock at that
time. The options have a term of ten (10) years. Options are
exercisable cumulatively in four (4) equal annual installments,
beginning on January 29, 2000.
(3) These options were granted on September 21, 1999 at an exercise price
of $9.50, the per share fair market value of the Common Stock at that
time. The options have a term of ten (10) years. Options are
exercisable cumulatively in four (4) equal annual installments,
beginning on September 21, 2000.
(4) These options were granted on April 1, 1999 at an exercise price of
$4.77, the per share fair market value of the Common Stock at that
time. The options have a term of five (5) years. Options are
exercisable cumulatively in three (3) equal annual installments,
beginning on May 18, 1999.
(5) These options were granted on September 27, 1999 at an exercise price
of $8.563, the per share fair market value of the Common Stock at that
time. The options have a term of five (5) years. Options are
exercisable cumulatively in two (2) equal annual installments,
beginning on May 18, 1999.
(6) These options were granted on January 29, 1999, at an exercise price of
$5.11, the per share fair market value at that time. The options have a
term of five (5) years. Options are exercisable cumulatively in three
(3) equal annual installments, beginning on July 27, 1999.
(7) These options were granted on September 27, 1999 at an exercise price
of $8.563, the per share fair market value of the Common Stock at that
time. The options have a term of five (5) years. Options are
exercisable cumulatively in three (3) equal annual installments,
beginning on July 27, 1999.
(8) These options were granted on November 1, 1999 at an exercise price of
$14.75, the per share fair market value of the Common Stock at that
time. The options have a term of five (5) years. Options are
exercisable cumulatively in three (3) equal annual installments,
beginning on November 1, 2000.

The following table sets forth information concerning the exercise
of options to purchase shares of Common Stock by the named executive
officers during the year ended December 31, 1999, as well as the number and
potential value of unexercised options (both options which are presently
exercisable and options which are not presently exercisable) as of December
31, 1999.

AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND
YEAR-END OPTION/SAR VALUES

Number of
Securities Number of Securities Value of Unexercised
Underlying Underlying Options / In-the-Money Options/
Options/SARs SARs at Fiscal Y/E(#) SARs at Fiscal Y/E
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
- ---- ------------ -------- --------------------- ---------------------

Glenn S. Meyers 600,000 $10,172,820 66,666/1,333,334 $2,116,646/42,333,355

Suresh V. Mathews - - 0/1,000,000 0/29,015,000

Jeffrey J. Kaplan - - 0/350,000 0/8,618,750

Robert C. Lewis - - 25,000/75,000 759,452/2,157,863

Craig C. Chesser 16,666 532,270 0/33,334 0/955,884

Michael A. Hultberg - - 0/75,000 0/1,453,125

John S. Gross 145,000 1,258,813 0/0 0/0

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

MEYERS EMPLOYMENT AGREEMENT

In connection with the transactions consummated pursuant to the
acquisition by the Company of Rare Medium, Inc., the Company entered into
an Employment Agreement effective April 15, 1998 with Glenn S. Meyers (the
"Meyers Employment Agreement"). Pursuant to the Meyers Employment
Agreement, Mr. Meyers was engaged as the Chairman, President and Chief
Executive Officer of the Company and Rare Medium, Inc. to serve for a term
of five years, expiring April 15, 2003. Mr. Meyers receives an annual base
salary of $250,000, with a minimum annual increase during the term of not
less than 4% per annum. In addition to base compensation, Mr. Meyers is
entitled to receive, for each calendar year during the term, incentive
compensation equal to 2.0% of revenues derived from activities of Rare
Medium, Inc. for such calendar year in excess of the revenues of Rare
Medium, Inc. for the preceding year. Effective June 4, 1999, the Meyers
Employment Agreement has been amended and restated to effect a ceiling of
$150,000,000 on revenues of the Company for determining such annual
incentive compensation payable to Mr. Meyers. In addition, the amended and
restated agreement provides that, in the event gross revenues exceed such
revenue ceiling, the Compensation Committee of the Board of Directors will,
with such assistance as it will deem necessary, establish an incentive
bonus program for Mr. Meyers based on objective and subjective factors to
appropriately incentivize him. Such revised incentive bonus program shall
be designed to allow Mr. Meyers to continue to receive increases in annual
bonuses based on, and subject to, the targets and criteria established by
the Compensation, in amounts similar to the incentive bonuses previously
received by Mr. Meyers. The Meyers Employment Agreement provides Mr. Meyers
with a right to terminate his employment agreement upon a breach of such
agreement or upon the occurrence of certain events constituting a "change
in control" of the Company as defined therein. Upon such a "change in
control," Mr. Meyers would be entitled to receive a lump sum payment from
the Company which shall be equal to all salary and incentive compensation
for the remaining term and the cash value of all benefits which would have
been received by him for the remaining term. In addition, all of his
unvested stock options shall immediately vest and become exercisable.
The Meyers Employment Agreement also contains a covenant not to compete
with the Company or any of its affiliates for the term of the agreement,
plus one additional year. Concurrently with the execution of the Meyers
Employment Agreement, the Company granted to Mr. Meyers options to acquire
an aggregate of 2,000,000 shares of Common Stock at exercise prices equal
to $2.375 per share (the fair market value at the time of issuance), which
options become exercisable ratably on a monthly basis over a period of 60
months from the date of grant and expire ten years from the date of grant.

MATHEWS EMPLOYMENT AGREEMENT

The Company entered into an Employment Agreement dated January 29,
1999 with Suresh V. Mathews (the "Mathews Employment Agreement"). Pursuant
to the Mathews Employment Agreement, Mr. Mathews has been engaged as the
President and Chief Operating Officer of the Rare Medium, Inc. to serve for
a term of four years. Mr. Mathews receives an annual base salary of
$225,000. The Mathews Employment Agreement provides Mr. Mathews with a
right to terminate the Mathews Employment Agreement upon the occurrence of
certain events constituting a "change in control" of the Company as defined
therein. Upon such a "change in control," Mr. Mathews would be entitled to
receive all salary and incentive compensation for the remaining term, the
cash value of all benefits which would have been received by him for the
remaining term and the cash value of all unexercised stock options (whether
or not vested) or the cashless exercise value thereof. In the event the
Company discharges Mr. Mathews other than "for cause," Mr. Mathews would be
entitled to receive his base salary for a period of twelve months following
such discharge. The Mathews Employment Agreement also contains a covenant
not to compete with the Company or any of its affiliates for the term of
the agreement, plus one additional year. In connection with Mr. Mathews'
employment with the Company, the Company granted to Mr. Mathews options to
acquire an aggregate of 1,000,000 shares of Common Stock, at an exercise
price equal to $5.11 per share (the fair market value at the time of
issuance), which vest ratably over a four year period and expire ten years
from the date of the grant. In the event the Company terminates Mr.
Mathews' employment without cause, 50% of all unvested options will become
immediately vested and exercisable, and all options will be exercisable
through their initial expiration date. On April 26, 2000, the Board of
Directors of the Company appointed Mr. Mathews President and Chief
Operating Officer of the Company, in addition to his position at Rare
Medium, Inc.

KAPLAN EMPLOYMENT AGREEMENT

The Company entered into an Employment Agreement dated September
21, 1999 with Jeffrey J. Kaplan (the "Kaplan Employment Agreement").
Pursuant to the Kaplan Employment Agreement, Mr. Kaplan has been engaged as
the Executive Vice President and Chief Financial Officer of the Company to
serve for a term of four years. Mr. Kaplan receives an annual base salary
of $225,000. The Kaplan Employment Agreement provides Mr. Kaplan with a
right to terminate his employment agreement upon the occurrence of certain
events constituting a "change in control" of the Company, as defined
therein. Upon such a "change in control," Mr. Kaplan would be entitled to
receive all salary and incentive compensation for the remaining term, the
cash value of all benefits which would have been received by him for the
remaining term and the cash value of all unexercised stock options (whether
or not vested). In the event the Company discharges Mr. Kaplan other than
"for cause," Mr. Kaplan would be entitled to receive his base salary for a
period of twelve months following such discharge. The Kaplan Employment
Agreement also contains a covenant not to compete with the Company or any
of its affiliates for the term of the agreement, plus one additional year.
In connection with Mr. Kaplan's employment with the Company, the Company
granted to Mr. Kaplan options to acquire an aggregate of 350,000 shares of
Common Stock, at an exercise price equal to $9.50 per share (the fair
market value at the time of issuance), which vest ratably over a four year
period and expire ten years from the date of the grant. In addition, in the
event the Company terminates Mr. Kaplan's employment without cause, 50% of
all unvested options will become immediately vested and exercisable, and
all options will be exercisable through their initial expiration date.

STOCK PLANS

The Company's Board of Directors has approved an equity
participation plan that allows the Compensation Committee to incentivize
its employees by allocating to them up to 20% of any profit it might
recognize when and if its investments in portfolio and incubator companies
become liquid, subject to vesting and other requirements. The Company will
have the right to pay such amount either in cash, in the Company's Common
Stock or a combination thereof. Although the Company expects the
Compensation Committee to make allocations of awards under this
plan in the first half of 2000, no awards have been made as of May 1, 2000.
Depending on the structure of the awards under this plan, the Company may
be required to record compensation expense in accordance with generally
accepted accounting principles.

On May 6, 1998, the Board of Directors adopted the Company's 1998
Long-Term Incentive Plan (the "Plan"). The Plan was approved by the
Company's Stockholders on March 16, 1999. The Plan provides for the
granting of awards to directors (whether or not employees), executive
officers, key employees and consultants and other service providers in the
form of stock options, stock appreciation rights, restricted stock awards,
deferred stock awards, bonus stock awards, dividend equivalents, and other
types of stock based awards. The variety of awards authorized by the Plan
is intended to give the Company flexibility to adapt the Company's
compensation practices as the business environment in which it operates
changes. The maximum aggregate number of shares of Common Stock that may be
delivered for all purposes under the Plan is 23,000,000 (of which
15,000,000 have not yet been ratified by the Stockholders), subject to
adjustment. The Plan is administered by the Compensation Committee of the
Board of Directors. These options generally carry five-year terms and
become exercisable cumulatively in three equal installments, with the first
installment becoming exercisable on the one-year anniversary of each
grantee's date of employment.

The Company has a Nonqualified Stock Plan ("NQSOP") for directors,
officers and key employees of the Company. The NQSOP will expire on July
18, 2000. The Company does not intend to make any additional grants of
options under the NQSOP prior to the NQSOP's expiration.

In 1994, the Company adopted an Equity Plan for Directors (the
"Equity Plan for Directors") pursuant to which non-employee directors of
the Company received automatic option grants whose vesting was dependent on
the market price of the Common Stock. On October 26, 1998, the Board of
Directors amended and restated the Equity Plan for Directors to change the
plan from a formula-based stock option plan as described above to a
discretionary plan (the "Amended and Restated Equity Plan for Directors"),
thereby providing more flexibility in determining incentive based stock
option awards for non-employee directors of the Company. The Amended and
Restated Equity Plan for Directors authorized 500,000 aggregate shares of
Common Stock for the granting of such options under the plan, of which
108,000 were available for granting stock options as of December 31, 1999.
Subsequent grants of stock options to directors have been made under the
Company's 1998 Long-Term Incentive Plan and the Company does not intend to
make any additional grants to directors under the Amended and Restated
Equity Plan for Directors.

See Item 13. "Certain Relationships and Related Transactions" for a
discussion of certain agreements between the Company and certain directors
of the Company.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table and notes thereto set forth certain
information, as of April 21, 2000, regarding beneficial ownership of the
shares of Common Stock of the Company by (i) each person who is known to
the Company to be the beneficial owner of more than 5% of the outstanding
shares of Common Stock, (ii) each of the Company's named executive officers
under the Summary Compensation Table under the heading "Executive
Compensation," (iii) each director and nominee for director, and (iv) all
executive officers and directors of the Company as a group. Unless
otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares indicated as owned by them.

Number of Shares of
Common Stock Beneficially Percentage
Name and Address Position Owned (1) of Class
---------------- -------- --------- --------

Glenn S. Meyers Chairman and Chief Executive Officer 266,666 * (2)

Suresh V. Mathews President and Chief Operating Officer 250,000 * (3)

Jeffrey J. Kaplan Executive Vice President and Chief Financial - * (4)
Officer

Robert C. Lewis Vice President, General Counsel and Secretary 57,500 * (5)

Craig C. Chesser Vice President and Treasurer 16,666 * (6)

Michael A. Hultberg Vice President and Controller - * (7)

John S. Gross Former Sr. Vice President and CFO - *

Jeffrey M. Killeen Director 25,000 * (8)

Steven Winograd Director (9) 25,000 * (8)(10)

Richard T. Liebhaber Director 25,000 * (11)

Andrew D. Africk Director 37,984,871 43.4%(12)
c/o Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, New York 10017

Marc. J. Rowan Director 37,984,871 43.4%(13)
c/o Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, New York 10017

Michael S. Gross Director 37,959,871 43.3%(14)
c/o Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, New York 10017

Pilgrim Baxter & Associates, Ltd. 5,523,600 10.0%
825 Duportrail Road
Wayne, PA 19087

Putnam Funds 4,670,182 8.6%(15)
One Post Office Square
Boston, MA 02109

Apollo Investment Fund IV, L.P. 37,959,871 43.3%(16)
Two Manhattanville Road
Purchase, NY 10577

All Executive Officers, 38,675,703 43.8%(17)
Directors and Nominees as a
group (12 persons)

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

* Represents beneficial ownership of less than 1%.

(1) Beneficial ownership has been determined pursuant to Rule 13d-3 under
the Exchange Act.
(2) Does not include options to purchase an additional 1,133,334 shares
of Common Stock that are not exercisable within 60 days of April 21,
2000.
(3) Does not include options to purchase an additional 750,000 shares of
Common Stock that are not exercisable within 60 days of April 21,
2000.
(4) Does not include options to purchase an additional 350,000 shares of
Common Stock that are not exercisable within 60 days of April 21,
2000.
(5) Does not include options to purchase an additional 37,500 shares of
Common Stock that are not exercisable within 60 days of April 21,
2000.
(6) Does not include options to purchase an additional 33,334 shares of
Common Stock that are not exercisable within 60 days of April 21,
2000.
(7) Does not include options to purchase 75,000 shares of Common Stock
that are not exercisable within 60 days of April 21, 2000. (8) Does
not include options to purchase 50,000 shares of Common Stock that
are not exercisable within 60 days of April 21, 2000. (9) Mr.
Winograd resigned as a director of the Company effective as of April
26, 2000.
(10) On April 26, 2000, the Company and Mr. Winograd entered into an
agreement allowing the remainder of his options to vest as if he were
still a director of the Company.
(11) Does not include options to purchase 50,000 shares of Common Stock
that are not exercisable within 60 days of April 21, 2000.
(12) Includes an aggregate of 37,959,871 shares of Common Stock issuable
to Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P.
and AIF IV/RRRR LLC (collectively, the "Apollo Stockholders") upon
conversion of the Series A Convertible Preferred Stock, par value
$.01 of the Company (the "Series A Preferred Stock") held by the
Apollo Stockholders, and exercise of the Series 1-A warrants and the
Series 2-A warrants owned by them. Mr. Africk is a principal of
Apollo Advisors IV, L.P., which together with an affiliated
investment manager, serves as the manager of each of the Apollo
Stockholders. Mr. Africk disclaims beneficial ownership of such
shares. Does not include options to purchase 50,000 shares at $7.00
that vest annually and ratably through June 4, 2002 contingent on
continued service as a director.
(13) Includes an aggregate of 37,959,871 shares of Common Stock issuable
to the Apollo Stockholders upon conversion of the Series A Preferred
Stock and exercise of the Series 1-A warrants and the Series 2-A
warrants owned by them. Mr. Rowan is a principal of Apollo Advisors
IV, L.P., which together with an affiliated investment manager,
serves as the manager of each of the Apollo Stockholders. Mr. Rowan
disclaims beneficial ownership of such shares. Does not include
options to purchase 50,000 shares at $7.00 that vest annually and
ratably through June 4, 2002 contingent on continued service as a
director.
(14) Includes an aggregate of 37,959,871 shares of Common Stock issuable
to the Apollo Stockholders upon conversion of the Series A Preferred
Stock and exercise of the Series 1-A warrants and the Series 2-A
warrants owned by them. Mr. Gross is a principal of Apollo Advisors
IV, L.P., which together with an affiliated investment manager,
serves as the manager of each of the Apollo Stockholders. Mr. Gross
disclaims beneficial ownership of such shares. Does not include
options to purchase 75,000 shares at $7.00 that vest annually and
ratably through August 19, 2002 contingent on continued service as a
director.
(15) Based upon information provided to the Company by the Putnam Funds,
this includes shares beneficially owned by the following affiliated
entities:

Putnam OTC & Emerging Growth Fund 2,443,100
Putnam Variable Trust - Putnam VT OTC & Emerging Growth Fund 83,00
Putnam Emerging Information Sciences Trust S.A. 50,000
Putnam New Opportunities Fund 1,354,520
Putnam Variable Trust - Putnam VT New Opportunities Fund 276,162
Putnam Voyager Fund II 421,700
Putnam Funds Trust - Putnam Investment Fund 98 40,400
Putnam Investment Funds - Putnam Worldwide Equity Fund 1,300
---------
4,670,182

(16) Represents 37,959,871 shares of Common Stock issuable upon the
conversion of an aggregate of 924,837 shares of the Company's Series
A Preferred Stock and exercise of an aggregate of 924,843 Series 1-A
warrants and 12,262,542 Series 2-A warrants held by the Apollo
Stockholders. Assuming conversion of all the Series A Preferred Stock
and exercise of all the Series 1-A warrants and Series 2-A warrants
held by the Apollo Stockholders, such 37,959,871 shares of Common
Stock would consist of 29,071,244 shares of Common Stock beneficially
owned by Apollo Investment Fund IV, L.P., 1,559,085 shares of Common
Stock beneficially owned by Apollo Overseas Partners IV, L.P. and
7,329,542 shares of Common Stock beneficially owned by AIF IV/RRRR
LLC. The holders of the Company's Series A Preferred Stock are only
entitled to an aggregate of 9,750,000 votes as of the May 1, 2000, or
10.54 votes per share of Series A Preferred Stock. Messrs. Africk,
Rowan and Gross, directors of the Company and associated with Apollo
Advisers IV, L.P., disclaim beneficial ownership of the shares held
by the Apollo Stockholders.
(17) Messrs. Africk, Rowan and Gross, directors of the Company and
associated with Apollo Advisers IV, L.P., disclaim beneficial
ownership of the shares held by the Apollo Stockholders. See footnote
numbers 12, 13 and 14 above.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

APOLLO SECURITIES PURCHASE AND CONVERSION

On June 4, 1999, the Company issued and sold to the Apollo
Stockholders, for an aggregate purchase price of $87.0 million, 126,000
shares of Series A Preferred Stock, 126,000 Series 1-A warrants, 1,916,994
Series 2-A warrants, 744,000 shares of Series B Convertible Preferred
Stock, 744,000 Series 1-B warrants and 10,345,548 Series 2-B warrants.

Under the terms of the Securities Purchase Agreement with the
Apollo Stockholders, at the 1999 annual meeting of Stockholders held on
August 19, 1999, the holders of Common Stock approved the conversion of all
of the Series B Convertible Preferred Stock, Series 1-B warrants and Series
2-B warrants, including the additional Series B securities that have been
issued as dividends, into like amounts of Series A Preferred Stock, Series
1-A warrants and Series 2-A warrants, respectively. Pursuant to the
approval, all Series B Convertible Preferred Stock, Series 1-B warrants and
Series 2-B warrants were converted into Series A Preferred Stock, Series
1-A warrants and Series 2-A warrants, respectively. The Series A securities
are convertible into or exercisable for voting Common Stock whereas the
Series B securities were convertible into or exercisable for non-voting
Common Stock.

From time to time the Company has provided, and may in the future
provide, internet related professional advisory and consultative services
in the ordinary course of business and on terms believed to be comparable
to those obtainable by third parties to portfolio companies in which the
Apollo Stockholders have an investment or in which they have considered
investing. In addition, in March 2000 the Company committed up to
$2,806,000 to a special purpose investment vehicle and on terms coincident
with those of the other investors therein, who were principals of Apollo
Advisors IV, L.P., for the purpose of making securities investments.

TRANSACTIONS WITH BEAR, STEARNS & CO. INC.

Pursuant to an agreement dated April 12, 1999, the Company retained
Bear Stearns as its financial advisor to provide investment banking
services, including advisory services in connection with the investment
transaction consummated pursuant to the Securities Purchase Agreement with
the Apollo Stockholders for which it has received a fee of $2,392,500. In
addition, as acknowledged by the terms of the agreement with Bear Stearns,
an affiliate of Bear Stearns has invested, indirectly, $10,000,000 in the
securities of the Company in the transaction consummated with Apollo
Investment Fund IV, L.P and the other Apollo Stockholders pursuant to the
Securities Purchase Agreement with the Apollo Stockholders. Steven
Winograd, a director of the Company until April 2000, invested $250,000
through AIF IV/RRRR LLC, one of the Apollo Stockholders.

In addition, the Company paid Bear Stearns a fee of $600,000 plus
expenses, for investment banking services that it rendered in connection
with the private placement of 2,500,000 shares of Common Stock in January
2000 and a fee of $500,000 plus expenses for investment banking services
rendered in connection with the acquisition of two of the Company's
Internet professional services subsidiaries in December 1999. Steven
Winograd, a director of the Company until April 2000, was also a Senior
Managing Director at Bear Stearns until April 2000.

EMPLOYMENT AGREEMENTS

For a description of the employment agreements between the Company
and certain executive officers, please see the descriptions in Item 11
under the heading "Executive Compensation - Employment Contracts and
Change-in-Control Arrangements."

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Clause (c) of Item 14 of the Form 10K is amended and restated as
follows:

EXHIBIT
- -------
NUMBER DESCRIPTION
- ------- -----------

2.1 Master Agreement, dated November 17, 1997, by and among ICC
Technologies, Inc., ICC Investment, L.P., ICC Desiccant
Technologies, Inc., and Engelhard Corporation, Engelhard DT
Inc. and Engelhard/ICC was filed as Exhibit B to ICC
Technologies, Inc.'s Definitive Proxy Statement dated
February 3, 1998, for the Special Meeting of Stockholders
held on February 23, 1998, and is hereby incorporated herein
by reference.

2.2 Contribution Agreement, dated as of November 17, 1997,
between Engelhard/ICC and Fresh Air Solutions, L.P. was
filed as Exhibit C to ICC Technologies, Inc.'s Definitive
Proxy Statement dated February 3, 1998, for the Special
Meeting of the Stockholders held on February 23, 1998, and
is hereby incorporated herein by reference.

2.3 E/ICC Purchase and Sale Agreement, dated as of November 17,
1997, by and among ICC Investment, L.P., ICC Desiccant
Technologies, Inc. and Engelhard DT, Inc., was filed as
Exhibit 10.24 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, and is hereby
incorporated herein by reference.

2.4 Merger Agreement and Plan of Reorganization, dated as of
April 8, 1998, by and among ICC Technologies, Inc.,
RareMedium Acquisition Corp., Rare Medium, Inc. and the
Founding Stockholders named therein ("Rare Medium Merger
Agreement") was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated April 15, 1998 and is
hereby incorporated herein by reference.

2.5 Agreement and Plan of Merger, dated as of August 13, 1998,
by and among ICC Technologies, Inc., Rare Medium, Inc., I/O
360, Inc. and the I/O 360 Stockholders named therein was
filed as Exhibit 2.1 to the Company's Current Report on Form
8-K dated August 13, 1998 and is hereby incorporated herein
by reference.

2.6 Agreement and Plan of Merger, dated as of August 13, 1998 by
and among ICC Technologies, Inc., Rare Medium, Inc.,
DigitalFacades Corporation and the DigitalFacades
Stockholders named therein was filed as Exhibit 2.2 to the
Company's Current Report on Form 8-K dated August 13, 1998
and is hereby incorporated herein by reference.

2.7 Purchase and Sale Agreement Relating to Partnership
Interests in Fresh Air Solutions, L.P. by and between ICC
Desiccant Technologies, Inc. and Wilshap Investments, LLC
dated as of October 14, 1998 was filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K dated October 14, 1998
and is hereby incorporated herein by reference.

2.8 Agreement and Plan of Merger, dated as of November 12, 1999,
by and among Changemusic.com, Inc., a Delaware corporation,
College Media, Inc., a New York corporation, and CMJ.com,
Inc., a Delaware corporation, which was filed as Exhibit 2.1
to the Company's Current Report on Form 8-K dated November
24, 1999, and is hereby incorporated herein by reference.

2.9 Stock Purchase Agreement, dated as of November 12, 1999, by
and among College Media, Inc., a New York corporation,
Robert Haber, Joanne Haber, Lee Haber, Diane Turofsky, and
Rare Medium Group, Inc., which was filed as Exhibit 2.2 to
the Company's Current Report on Form 8-K dated November 24,
1999, and is hereby incorporated herein by reference.

2.10 Securities Purchase Agreement, dated as of November 12,
1999, between Rare Medium Group, Inc. and CMJ.com, Inc., a
Delaware corporation, which was filed as Exhibit 2.3 to the
Company's Current Report on Form 8-K dated November 24,
1999, and is hereby incorporated herein by reference.

3.1 Restated Certificate of Incorporation of Rare Medium Group,
Inc., which was filed as Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999, and is hereby incorporated herein by reference.

3.2 Amended and Restated By-Laws of Rare Medium Group, Inc.

10.1 Form of Secured Promissory Note of Rare Medium, Inc. ("Rare
Medium Note") in the principal amount of $22 million issued
in connection with the acquisition of Rare Medium, Inc.,
which was filed as Exhibit C-1 to the Rare Medium Merger
Agreement, which was filed as Exhibit 2.1 to the Company's
Form 8-K dated April 15, 1998, and is hereby incorporated
herein by reference.

10.2 Form of Security Agreement between Rare Medium, Inc. and
former stockholders of Rare Medium, Inc. in connection with
the acquisition of Rare Medium, Inc., was filed as Exhibit D
to the Rare Medium Merger Agreement, which was filed as
Exhibit 2.1 to the Company's Form 8-K dated April 15, 1998,
and is hereby incorporated herein by reference.
10.3 Form of Stock Pledge Agreement between ICC Technologies,
Inc. and the former stockholders of Rare Medium, Inc., in
connection with the acquisition of Rare Medium, Inc., was
filed as Exhibit E to the Rare Medium Merger Agreement,
which was filed as Exhibit 2.1 to the Company's Form 8-K
dated April 15, 1998, and is hereby incorporated herein by
reference.

10.4 Form of Non-Founder Agreement between the Company and
certain former stockholders of Rare Medium, Inc. in
connection with the acquisition of Rare Medium, Inc., was
filed as Exhibit M to the Rare Medium Merger Agreement,
which was filed as Exhibit 2.1 to the Company's Form 8-K
dated April 15, 1998, and is hereby incorporated herein by
reference.

10.5 Form of Guaranty by ICC Technologies, Inc. of the Rare
Medium Note, which was filed as Exhibit N to the Rare Medium
Merger Agreement, which was filed as Exhibit 2.1 to the
Company's Form 8-K dated April 15, 1998, and is hereby
incorporated herein by reference.

10.6 Employment Agreement between the Company and Glenn S.
Meyers, dated April 14, 1998, which was filed as Exhibit
10.6 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, and is hereby incorporated
herein by reference.

10.7 Employment Agreement between the Company and John S. Gross,
dated May 13, 1998, which was filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and is hereby incorporated herein by
reference.

10.8 Lease, dated September 12, 1997 between Forty Four Eighteen
Joint Venture and Rare Medium, Inc. re: entire sixth floor,
44-8 West 18th Street thru to 47-53 West 17th Street,
Manhattan, New York, New York, which was filed as Exhibit
10.8 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, and is hereby incorporated
herein by reference.

10.9 Lease, dated February 11, 1998 by and between B & G Bailey
Living Trust u/t/d March 25, 1975 and Steaven Jones and
DigitalFacades Corporation re: 4081 Redwood Avenue, 1st
Floor, Los Angeles, California, which was filed as Exhibit
10.9 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, and is hereby incorporated
herein by reference.

10.10 The Company's Incentive Stock Option Plan, as amended, which
was filed as Exhibit 4(g) to the Company's Registration
Statement on Form S-8, No. 33-85636, filed on October 26,
1994, and is hereby incorporated herein by reference.

10.11 The Company's Nonqualified Stock Option Plan as amended and
restated, which was filed as Exhibit C to the Company's
Definitive Proxy Statement dated November 18, 1994, for
Stockholders Meeting held December 15, 1994, and is hereby
incorporated herein by reference.

10.12 The Company's Equity Plan for Directors is hereby
incorporated herein by reference from ICC's Definitive Proxy
Statement dated November 18, 1994, for Stockholders Meeting
held December 15, 1994.

10.13 The Company's 1998 Long-Term Incentive Plan was filed as
Appendix I to the Company's Definitive Proxy Statement dated
February 17, 1999, for the Stockholders Meeting held March
16, 1998, and is hereby incorporated herein by reference.

10.14 Fresh Air Solutions, L.P. Limited Partnership Agreement,
dated February, 1998, between ICC Desiccant Technologies,
Inc., as the sole general partner and a limited partner, and
Engelhard DT, Inc., a limited partner, which was filed as
Exhibit 10.32 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, and is hereby
incorporated herein by reference.

10.15 Admission of Partner/Amendment of Partnership Agreement
dated October 14, 1998 between ICC Desiccant Technologies,
Inc., Wilshap Investments, L.L.C., Engelhard DT, Inc. and
Fresh Air Solutions, L.P., which was filed as Exhibit 10.15
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, and is hereby incorporated herein
by reference.

10.16 Form of Exchange Agreement, dated as of December 31, 1998,
by and between ICC Technologies, Inc. and each of certain
beneficial holders of the Rare Medium, Inc., Secured
Promissory Note, dated April 15, 1998, which was filed as
Exhibit 10.1 to the Company's Form 8-K dated December 31,
1998, and is hereby incorporated herein by reference.

10.17 Securities Purchase Agreement, dated as of January 28, 1999,
by and among ICC Technologies, Inc. and Capital Ventures
International ("CVI Securities Purchase Agreement") and
Exhibits thereto, which were filed as Exhibit 10.1 to the
Company's Form 8-K dated January 28, 1999, and are hereby
incorporated herein by reference.

10.18 Form of Convertible Term Debenture, dated as of January 28,
1999, which was filed as Exhibit A to the CVI Securities
Purchase Agreement, which was filed as Exhibit 10.1 to the
Company's Form 8-K dated January 28, 1999, and is hereby
incorporated herein by reference.

10.19 Form of Stock Purchase Warrant of ICC Technologies, Inc.,
dated as of January 28, 1999, which was filed as Exhibit B
to the CVI Securities Purchase Agreement, which was filed as
Exhibit 10.1 to the Company's Form 8-K dated January 28,
1999, and is hereby incorporated herein by reference.

10.20 Form of Registration Rights Agreement, dated as of January
28, 1999, which was filed as Exhibit C to the CVI Securities
Purchase Agreement, which was filed as Exhibit 10.1 to the
Company's Form 8-K dated January 28, 1999, and is hereby
incorporated herein by reference.

10.21 Agreement and Plan of Merger, dated as of March 5, 1999,
among Rare Medium, Inc., ICC Technologies, Inc., Rare Medium
Texas I, Inc., Big Hand, Inc., and The Stockholders of Big
Hand, Inc., which was filed as Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and is hereby incorporated herein by
reference.

10.22 The Company's Amended and Restated Equity Plan for
Directors, which was filed as Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998, and is hereby incorporated herein by reference.

10.23 Employment Agreement between the Company and Suresh V.
Mathews, dated January 29, 1999, which was filed as Exhibit
10.23 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, and is hereby incorporated
herein by reference.

10.24 Agreement and Plan of Merger, dated as of May 5, 1999, among
Rare Medium Group, Inc., Rare Medium Atlanta, Inc.,
Struthers Martin, Inc., and certain shareholders of
Struthers Martin, Inc. named herein, which was filed as
Exhibit 10 to the Company's Current Report on Form 8-K dated
May 17, 1999, and is hereby incorporated herein by
reference.

10.25 Amended and Restated Securities Purchase Agreement, dated as
of June 4, 1999, among Rare Medium Group, Inc., Apollo
Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P.
and AIF/RRRR LLC, which was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on June 21, 1999,
and is hereby incorporated herein by reference.

10.26 Form of Series 1-A Warrant of Rare Medium Group, Inc., which
was filed as Exhibit 4.3 to the Company's Current Report on
Form 8-K filed on June 21, 1999, and is hereby incorporated
herein by reference.

10.27 Form of Series 2-A Warrant of Rare Medium Group, Inc., which
was filed as Exhibit 4.5 to the Company's Current Report on
Form 8-K filed on June 21, 1999, and is hereby incorporated
herein by reference.

10.28 Pledge, Escrow and Disbursement Agreement, dated as of June
4, 1999, among Rare Medium Group, Inc., Apollo Investment
Fund IV, L.P., and The Chase Manhattan Bank, which was filed
as Exhibit 10.2 to the Company's Current Report on Form 8-K
filed on June 21, 1999, and is hereby incorporated herein by
reference.

10.29 Unit Purchase Agreement dated as of September 27, 1999 by
and among Rare Atomic Pop, LLC, a Delaware limited liability
company, New Valley Corporation, a Delaware corporation, and
Ant 21 LLC, a Delaware limited liability company, which was
filed as Exhibit 10 to the Company's Current Report on Form
8-K dated October 12, 1999, and is hereby incorporated
herein by reference.

10.30 Form of Purchase Agreement, dated January 14, 2000, between
the Company and each of the purchasers in the private
placement, which was filed as Exhibit 4.1 to the Company's
Form S-3 filed on February 11, 2000, and is hereby
incorporated herein by reference.

10.31 Form of Stock Option Agreement, dated April 15, 1998, by and
between ICC Technologies, Inc. and Glenn S. Meyers, which
was filed as Exhibit 4(e) to the Company's Form S-8 filed on
April 23, 1999, and is hereby incorporated herein by
reference.

10.32 Employment Agreement between the Company and Jeffrey J.
Kaplan, dated September 21, 1999, which was filed as Exhibit
10.32 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, and is hereby
incorporated herein by reference.

16 Letter regarding change in certifying accountant from
PricewaterhouseCoopers LLP to the Securities and Exchange
Commission, dated August 26, 1998, which was filed as
Exhibit 16.1 to the Company's Current Report on Form 8-K
dated August 13, 1998, and is hereby incorporated herein by
reference.

21 Subsidiaries of the Company are Rare Medium, Inc., a New
York corporation; Carlyle Media Group Limited, a United
Kingdom corporation; ChangeMusic Network, Inc., a Delaware
corporation; Liveuniverse.com Inc., a Delaware corporation;
NoticeNow.com,Inc., Inc., a Georgia corporation;
Regards.com, Inc., a New York corporation; Greetingland
Network, Inc., a Delaware corporation; ePrize, Inc., a
Michigan corporation, Speak4Free.com, Inc., a Delaware
Corporation, and Rare Medium Delaware, Inc, a Delaware
Corporation.

23.1 Consent of KPMG LLP, Independent Accountants, which was
filed as Exhibit 23.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, and is
hereby incorporated herein by reference.

23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants, which was filed as Exhibit 23.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, and is hereby incorporated herein
by reference.

23.3 Independent Auditor's Report on Schedule, which was filed as
Exhibit 23.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and is hereby
incorporated herein by reference.

27 Financial Data Schedule, which was filed as Exhibit 27 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, and is hereby incorporated herein
by reference.

99 Letter on behalf of ICC Technologies, Inc. to
PriceWaterhouseCoopers LLP pursuant to Item 304 of
Regulation S-K, which was filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K dated August 13, 1998,
and is hereby incorporated herein by reference.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE COMPANY HAS DULY CAUSED THIS AMENDMENT NO. 1 TO ITS ANNUAL REPORT ON
FORM 10-K, TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Glenn S. Meyers
- ------------------------------- Chairman of the Board and Chief May 1, 2000
Glenn S. Meyers Executive Officer

/s/ Andrew D. Africk
- ------------------------------- Director May 1, 2000
Andrew D. Africk

/s/ Michael S. Gross
- ------------------------------- Director May 1, 2000
Michael S. Gross

/s/ Jeffrey M. Killeen
- ------------------------------- Director May 1, 2000
Jeffrey M. Killeen

/s/ Richard T. Liebhaber
- ------------------------------- Director May 1, 2000
Richard T. Liebhaber

/s/ Marc J. Rowan
- ------------------------------- Director May 1, 2000
Marc J. Rowan

/s/ William F. Stasior
- ------------------------------- Director May 1, 2000
William F. Stasior

/s/ Jeffrey J. Kaplan
- ------------------------------- Executive Vice President and May 1, 2000
Jeffrey J. Kaplan Chief Financial Officer (Principal
Financial Officer)

/s/ Michael A. Hultberg
- ------------------------------- Vice President and Controller May 1, 2000
Michael A. Hultberg (Principal Accounting Officer)

EXHIBIT INDEX

EXHIBIT
- -------
NUMBER DESCRIPTION
- ------- ------------

3.2 Amended and Restated By-Laws of Rare Medium Group, Inc.

10.3 Form of Stock Pledge Agreement between ICC Technologies,
Inc. and the former stockholders of Rare Medium, Inc., in
connection with the acquisition of Rare Medium, Inc., was
filed as Exhibit E to the Rare Medium Merger Agreement,
which was filed as Exhibit 2.1 to the Company's Form 8-K
dated April 15, 1998, and is hereby incorporated herein by
reference.

27 Financial Data Schedule, which was filed as Exhibit 27 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, and is hereby incorporated herein
by reference.