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, 2000
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 18, 2001 was $65,199,813.12.

The number of shares of Common Stock outstanding as of April 18,
2001 was 63,663,519.
- -------------------------------------------------------------------------------

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 March 12, 2001 (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 on 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 24, 2001:

NAME AGE POSITION

Glenn S. Meyers...................... 39 Chairman and Chief Executive Officer
Suresh V. Mathews.................... 46 President and Chief Operating Officer
Robert C. Lewis...................... 36 Senior Vice President, General Counsel
and Secretary
Craig C. Chesser..................... 40 Vice President, Finance and Treasurer
Michael A. Hultberg.................. 35 Vice President and Controller
Jeffrey M. Killeen................... 47 Director
William F. Stasior................... 60 Director
Andrew D. Africk..................... 34 Director
Michael S. Gross..................... 39 Director
Marc J. Rowan........................ 38 Director

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

Richard T. Liebhaber resigned as a director of the Company, effective as of
April 2, 2001.

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.

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. Mr. Lewis was appointed the Company's Senior Vice President on
July 26, 2000. 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 has been Vice President and
Controller of the Company since 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 was the Chief Executive Officer of
Forbes.com from August 1999 to March 2001. 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.

William F. Stasior. Mr. Stasior has been a director of the Company
since April 2000. 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 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, 2000, its officers, directors and greater-than-10%
stockholders complied with all Section 16(a) filing requirements, with the
exception of the late filing of an Initial Statement of Beneficial
Ownership of Securities on Form 3 for William F. Stasior.

ITEM 11: EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth, for the three
years ended December 31, 2000, the compensation for services in all
capacities earned by the Company's Chief Executive Officer and its next
most highly compensated executive officers.

Summary Compensation Table

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

Glenn S. Meyers 2000 $267,400 $1,469,090 $18,000(1) -- -- -- --
Chairman and 1999 257,192 2,157,889 17,600(1) -- -- -- --
Chief Executive Officer 1998 178,082 35,193 20,000(1) -- 2,000,000 -- --

Suresh V. Mathews 2000 233,308 -- -- -- 250,000 -- $1,760(2)
President and 1999 208,558 -- -- -- 1,000,000 -- 1,514(2)
Chief Operating Officer

Craig C. Chesser 2000 133,961 40,000 6,000(1) -- 25,000 -- 2,625(2)
Vice President, Finance 1999 118,692 10,000 3,000(1) -- 32,500 -- 2,500(2)
and Treasurer 1998 43,846 -- -- -- 17,500 -- --

Michael A. Hultberg 2000 145,000 40,000 -- -- -- -- --
Vice President and 1999 25,096 -- -- -- 75,000 -- --
Controller

Jeffrey J. Kaplan 2000 227,492 65,000 16,978(1) -- -- -- 2,303(2)
Former Executive Vice 1999 64,039 -- 3,850(1) -- 350,000 -- --
President
and Chief Financial
Officer (3)

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(1) Represents non-accountable expense allowance.
(2) Represents 401(k) employer matching contributions.
(3) Mr. Kaplan resigned as Executive Vice President and Chief Financial Officer of the Company, effective as of
February 14, 2001.

The following table sets forth information concerning grants of
stock options to purchase Common Stock during the year ended December 31,
2000 to the named executive officers.

Option/SAR Grants in the Last Year

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

Glenn S. Meyers -- 0.0% N/A N/A N/A N/A
Suresh V. Mathews 250,000(2)(3) 2.1% $15.313 7/19/05 $1,057,640 $2,337,109
Craig C. Chesser 25,000(4) 0.2% $14.500 7/26/05 100,152 221,310
Michael A. Hultberg -- 0.0% N/A N/A N/A N/A
Jeffrey J. Kaplan (5) -- 0.0% N/A N/A N/A N/A

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(1) The number of shares of Common Stock covered by the options is 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.
(2) 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).
(3) These options were granted on July 19, 2000 at an exercise price of $15.313, the per share fair market vale
of the Common Stock at that time. The options have a term of five (5) years. Options are exercisable in
three (3) equal annual installments, with the first installment becoming exercisable on the one-year
anniversary of the date of employment.
(4) These options were granted on July 26, 2000 at an exercise price of $14.50, the per share fair market vale
of the Common Stock at that time. The options have a term of five (5) years. Options are exercisable in
three (3) equal annual installments, with the first installment becoming exercisable on the one-year
anniversary of the date of employment.
(5) Mr. Kaplan resigned as Executive Vice President and Chief Financial Officer of the Company, effective as of
February 14, 2001.

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, 2000, 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, 2000.

Aggregated Option/SAR Exercises in the Last Year and Year-End Option/SAR Values

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

Glenn S. Meyers -- -- 466,666/933,334 0/0
Suresh V. Mathews 19,569 $262,029 230,431/1,000,000 0/0
Craig C. Chesser -- -- 33,334/25,000 0/0
Michael A. Hultberg -- -- 25,000/50,000 0/0
Jeffrey J. Kaplan (1) -- -- 87,500/262,500 0/0
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(1) Mr. Kaplan resigned as Executive Vice President and Chief Financial Officer of the Company, effective as of
February 14, 2001.

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 Committee, 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 Rare Medium, Inc. to serve for a
term of four years. Mr. Mathews receives an annual base salary of $225,000,
subject to annual increases at the discretion of the Company's Board of
Directors. 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

Mr. Kaplan resigned as Executive Vice President and Chief Financial
Officer of the Company, effective as of February 14, 2001. 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 had been engaged as the Executive Vice
President and Chief Financial Officer of the Company to serve for a term of
four years. Pursuant to the Kaplan Employment Agreement, Mr. Kaplan
received an annual base salary of $225,000, subject to annual increases at
the discretion of the Company's Board of Directors. The Kaplan Employment
Agreement was terminated on February 14, 2001, the effective date of Mr.
Kaplan's resignation. The Kaplan Employment Agreement also contained 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 vested ratably over a four year period and expire ten
years from the date of the grant. As of February 14, 2001, Mr. Kaplan's
vested options to acquire an aggregate of 87,500 shares of Common Stock
remained outstanding and exercisable and all remaining unvested options
held by Mr. Kaplan were terminated.

STOCK PLANS

On November 29, 1999, the Company's Board of Directors 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. No awards were allocated
by the Compensation Committee under this plan in 1999. In 2000, the
Compensation Committee allocated awards with respect to investments made in
1999. No additional awards are currently expected to be allocated under
this plan in 2001. Depending on the structure of the awards under this
plan, the Company maybe 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, 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. In 2000, the Board of Directors amended and
restated the Plan to: (i) increase the number of shares of Common Stock
available for issuance under the Plan to 23,000,000; (ii) provide that no
participant in the Plan may be granted options and stock appreciation
rights ("SARs") that become exercisable in any one year for more than
700,000 shares of Common Stock and awards other than options and SARs that
may be settled for the first time in any one year by delivery of more than
350,000 shares of Common Stock; and (iii) provide that all options and SARs
will terminate no later than the tenth anniversary of the date of grant.
These amendments to the Plan were ratified by the Company's Stockholders on
June 15, 2000.

The Company's Nonqualified Stock Plan ("NQSOP") for directors,
officers and key employees of the Company expired on July 18, 2000. The
Company did not make any grants of options under the NQSOP in 2000.

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, 2000.
The Company did not make any grants to directors under the Amended and
Restated Equity Plan for Directors in 2000. Subsequent to November 1998,
grants of stock options to directors have been made under the Company's
Amended and Restated 1998 Long-Term Incentive Plan.

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 17, 2001 (except as noted otherwise), 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 Owned Percentage
Name and Address Position (1) of Class
---------------- --- --------

Glenn S. Meyers Chairman and Chief Executive Officer 666,666 1.0% (2)
Suresh V. Mathews President and Chief Operating Officer 583,333 * (3)
Craig C. Chesser Vice President, Finance and Treasurer 50,000 * (4)
Michael A. Hultberg Vice President and Controller 25,000 * (2)
Jeffrey J. Kaplan (5) Former Executive Vice President and Chief 87,500 * (6)
Financial Officer
Jeffrey M. Killeen Director 50,000 * (2)
William Stasior Director 50,000 * (2)
Andrew D. Africk Director 39,982,019 44.0% (7)
c/o Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, New York 10017
Marc J. Rowan Director 39,982,019 44.0% (8)
c/o Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, New York 10017
Michael S. Gross Director 39,957,019 44.0% (9)
c/o Rare Medium Group, Inc.
565 Fifth Avenue, 29th Floor
New York, New York 10017
Apollo Investment Fund IV, L.P. 39,932,019 43.9% (10)
Two Manhattanville Road
Purchase, New York 10577
All executive officers, directors and 41,664,518 45.0% (11)
nominees as a group (11 persons)

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* Represents beneficial ownership of less than 1%.

(1) Beneficial ownership has been determined pursuant to Rule 13d-3 under the Exchange Act.

(2) Represents options to purchase shares of Common Stock that are exercisable within 60 days of April 17, 2001.

(3) Includes options to purchase 563,764 shares of Common Stock that are exercisable within 60 days of April 17,
2001.

(4) Includes options to purchase 33,334 shares of Common Stock that are exercisable within 60 days of April 17,
2001.

(5) Mr. Kaplan resigned as Executive Vice President and Chief Financial Officer of the Company, effective as
of February 14, 2001; his beneficial ownership is stated as of that date.

(6) Represents shares of Common Stock that Mr. Kaplan can acquire pursuant to stock options that had vested
through February 14, 2001.

(7) Includes an aggregate of (i) 12,709,499 shares of Common Stock acquired through the exercise of Series 1-A
warrants and (ii) 27,222,520 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 Preferred Stock 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. Includes options to purchase 50,000 shares of Common Stock that are exercisable
within 60 days of April 17, 2001.

(8) Includes an aggregate of (i) 12,709,499 shares of Common Stock acquired through the exercise of Series 1-A
warrants and (ii) 27,222,520 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. Includes options to purchase 50,000 shares of Common Stock that are exercisable within 60
days of April 17, 2001.

(9) Includes an aggregate of (i) 12,709,499 shares of Common Stock acquired through the exercise of Series 1-A
warrants and (ii) 27,222,520 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. Includes options to purchase 25,000 shares of Common Stock that are exercisable within 60
days of April 17, 2001.

(10) Represents the aggregate of (i) 12,709,499 shares of Common Stock acquired through the exercise of Series
1-A warrants and (ii) 27,222,520 shares of Common Stock issuable upon the conversion of the aggregate of
996,171 shares of the Company's Series A Preferred Stock and the exercise of an aggregate of 53,998 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 the exercise of all the Series 1-A warrants and Series 2-A warrants held by
the Apollo Stockholders, such 39,932,019 shares of Common Stock would consist of 581,609 shares of Common
Stock beneficially owned by Apollo Investment Fund IV, L.P., 640,071 shares of Common Stock beneficially
owned by Apollo Overseas Partners IV, L.P. and 7,710,339 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 with respect to the Series A Preferred Stock as of April 17, 2001, or 9.79 votes per share
of Series A Preferred Stock. Messrs. Africk, Rowan and Gross, directors of the Company and associated with
Apollo Advisors IV, L.P., disclaim beneficial ownership of the shares held by the Apollo Stockholders.

(11) Messrs. Africk, Rowan and Gross, directors of the Company and associated with Apollo Advisors IV, L.P.,
disclaim beneficial ownership of shares held by the Apollo Stockholders. See footnote numbers 7, 8 and 9
above.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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, as of December 31, 2000, the Company had 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.

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.,
which was filed as Exhibit 3.2 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.

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.

10.33 The Company's Amended and Restated 1998 Long-Term Incentive
Plan, which was filed as Exhibit 4(d) to the Company's Form
S-8 filed on November 3, 2000, and is hereby incorporated
herein by reference.

10.34 The Company's Equity Participation Plan.

21 Subsidiaries of the Company are Rare Medium, Inc., a New
York corporation; Friedland Jacobs Communications, Inc., a
California corporation; Carlyle Media Group Limited, a
United Kingdom corporation; ChangeMusic Network, Inc., a
Delaware corporation; Liveuniverse.com Inc., a Delaware
corporation; Notice Communications, Inc., a Georgia
corporation; Regards.com, Inc., a New York corporation;
Greetingland Network, Inc., a Delaware corporation; and
ePrize, Inc., a Michigan 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, 2000, and is
hereby incorporated herein by reference.

23.2 Independent Auditor's Report on Schedule, which was filed as
Exhibit 23.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000, and is hereby
incorporated herein by reference.

23.3 Consent of KPMG LLP, Independent Accountants.

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, 2000, 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 April 24, 2001
- --------------------------- Chief Executive Officer
Glenn S. Meyers

/s/ Andrew D. Africk Director April 24, 2001
_____________________________
Andrew D. Africk

/s/ Michael S. Gross Director April 24, 2001
_____________________________
Michael S. Gross

/s/ Jeffrey M. Killeen Director April 23, 2001
_____________________________
Jeffrey M. Killeen

/s/ Marc J. Rowan Director April 24, 2001
_____________________________
Marc J. Rowan

/s/ William F. Stasior Director April 22, 2001
_____________________________
William F. Stasior

/s/ Michael A. Hultberg Vice President and Controller April 24, 2001
_____________________________ (Principal Accounting Officer)
Michael A. Hultberg

/s/ Craig C. Chesser Vice President and Treasurer April 24, 2001
_____________________________ (Principal Financial Officer)
Craig C. Chesser

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION

10.34 The Company's Equity Participation Plan.

23.3 Consent of KPMG LLP, Independent Accountants.

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, 2000, and is hereby incorporated herein
by reference.