Agile Equity: Transactions

CINCINNATI, OH, September 22, 1999
New York, NY

ICC Technologies, Inc. (Nasdaq: ICGN) announced today that its subsidiary, Rare Medium, Inc., the award-winning, strategic Internet solutions provider, has signed a letter of intent to acquire New York-based I/0 360 Digital Design, Inc (www.io360.com) for an undisclosed purchase price.

In referring to the proposed acquisition, Glenn S. Meyers, President and CEO of Rare Medium said, "The signing of this letter of intent with I/O 360 is another step toward our previously stated intention -- to expand the Company through strategic acquisitions." Mr. Meyers added, "The addition of I/O 360 to the Rare Medium family would not only immediately expand Rare Medium's presence in New York with approximately 25 additional Internet professionals and staff, it will significantly enhance Rare Medium's interactive architecture, design, and e-commerce capabilities."

The transaction is subject to the negotiation of a definitive, binding agreement, numerous conditions and due diligence, and is subject to approval by the stockholders of I/O 360, the Board of Directors of I/O 360 and the Board of Directors of Rare Medium and ICC Technologies. Accordingly, there can be no assurance that the transaction will be completed.

"After resisting the idea for years, it became clear to us that in order to thrive going forward, we needed to be part of a larger, full-service organization," said Bob Clyatt, Managing Partner of I/0 360. "About a year ago, we noticed that all the interesting jobs were getting really big, and clients were looking for an 'end-to-end' service provider." Adds Gong Szeto, Co-founder and Creative Partner, "Clients always loved the I/O 360 design, but needed to use it in the context of a brand strategy, a business operations re-engineering or solid web production and systems integration. Being part of Rare Medium lets us offer all these services under one roof."

Founded in 1994, I/O 360 is an interactive design studio specializing in visual and engineering solutions for all technology-mediated business environments. The firm has recently designed the layouts and identity for the New York Times' New York Today site, Yahoo Internet Life, Microsoft Press, and other complex projects for such clients as Microsoft, Mitsubishi, Citicorp, Sony, Fujitsu, Barnes & Noble, and Prodigy.

In a separate action, Mr. Meyers announced that ICC Technologies, Rare Medium and Los Angeles-based DigitalFacades, Inc. (www.dfacades.com) a developer of web sites and other interactive multimedia tools for corporate and marketing communications, have executed a merger agreement, in accordance with the letter of intent which was announced by the Company on June 8, 1998, pursuant to which ICC and Rare Medium will acquire DigitalFacades in an all stock-for-stock transition, that will result in Rare Medium owning all outstanding shares of DigitalFacades.

The transaction is still subject to certain closing conditions, and is subject to final approval by the stockholders of DigitalFacades and the Board of Directors of ICC Technologies. Accordingly, the can be no assurances that all the necessary conditions and approvals will be obtained, though Rare Medium believes that the closing will occur by the end of this month (July).

About Rare Medium Inc.

Rare Medium Inc., (www.raremedium.com) a wholly-owned subsidiary of Rare Medium Group, Inc., is an Internet solutions firm that helps clients develop E-commerce Internet strategies, improve business processes, develop marketing communications, branding strategies and interactive content using Internet-based technologies and solutions. Rare Medium develops Internet- and Web-based solutions primarily for large and medium-sized corporations, including Microsoft, The New York Times, Merrill Lynch, Intel, Epson, Hotel Reservation Network and Fox, among other leading companies.