Exhibit 10.1

                            INDEMNIFICATION AGREEMENT
                            -------------------------

         This  Indemnification  Agreement dated as of _______ __, 1998,  between
Icon CMT Corp., a Delaware corporation with its principal office located at 1200
Harbor Boulevard, Weehawken, New Jersey 07087 (the "Corporation"),  and [Name of
Individual],  an  [officer  and/or  director]  of the  Corporation  residing  at
_________________________ (the "Indemnitee").

                              W I T N E S S E T H:

         WHEREAS,  the Corporation  seeks to attract and retain the most capable
persons available to serve as its directors and officers; and

         WHEREAS,  such persons require substantial  protection against personal
liability arising out of their faithful service to the Corporation; and

         WHEREAS,  the  Corporation  and the Indemnitee  believe it desirable to
enter into  agreements to reflect  indemnification  and  advancement of expenses
arrangements; and

         WHEREAS,  in  recognition  of the  Corporation's  desire to retain  the
services of the Indemnitee and in furtherance of the Corporation's policy and in
accordance with Article V, Paragraph Eleventh of the Corporation's  By-laws, the
Corporation  desires to provide the Indemnitee with the right to indemnification
and  advancement of expenses and the  Indemnitee  desires to receive such right,
all upon the terms and subject to the conditions contained herein.

         NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises,  the
Indemnitee's  continued  service to the  Corporation  and the  mutual  covenants
contained herein, the parties hereby agree as follows:

                  1.       Certain  Terms  Defined.  As  used in this Agreement,
the following terms shall have the following meanings:

                           (a)   The  term  "Action"  shall mean any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  and  including one by or in the right of the
Corporation  or by or in the right of any  other  Entity  which  the  Indemnitee
served in any capacity at the request of the Corporation.

                           (b)   The   term   "Agreement"    shall   mean   this
Indemnification Agreement, as the same
may be amended from time to time.

                           (c)  The  term  "Board"   shall  mean  the  Board  of
Directors of the Corporation.

                           (d) The term "Entity"  shall mean any  corporation of
any type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise.


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                  2. Right to Indemnification; Limitations. Subject to the terms
set forth in this Agreement,  the Corporation  shall indemnify the Indemnitee if
the  Indemnitee  was or is a party  or is  threatened  to be made a party to any
Action by reason of the fact that the Indemnitee (or the  Indemnitee's  testator
or  intestate)  is or was a director  or officer of the  Corporation,  or served
another  Entity in any  capacity,  against  judgments,  fines,  amounts  paid in
settlement  actually and reasonably  incurred in connection with such Action and
expenses, including attorneys' fees, incurred as a result of such Action.

                           (a)     The   Indemnitee   shall   be   entitled   to
indemnification under this Section 2 only to the extent that (i) with respect to
any and all  Actions,  the  Indemnitee  acted in good  faith and in a manner the
Indemnitee  reasonably believed to be in or not opposed to the best interests of
the Corporation,  and (ii) with respect to any criminal  Action,  the Indemnitee
did not have  reasonable  cause to believe  that the  Indemnitee's  conduct  was
unlawful.

                           (b)     Notwithstanding Sections 2(a) and (b), above,
to the extent  required by law, no  indemnification  shall be made in respect of
any Action as to which the  Indemnitee  shall have been adjudged to be liable to
the  Corporation  unless  and  only to the  extent  that the  Delaware  Court of
Chancery  or the court in which such  Action was brought  shall  determine  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances of the Action, the Indemnitee is fairly and reasonably entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

                  3.  Advances  of  Expenses.  At  the  written  request  of the
Indemnitee,  the  Corporation  will  advance  to  the  Indemnitee  the  expenses
(including  attorneys'  fees) incurred by the Indemnitee in defending any Action
in advance of the final disposition of such Action.

                           (a)     The  Indemnitee  hereby agrees and undertakes
to repay such advanced amounts (or appropriate  portions thereof) as to which it
ultimately is determined  that the  Indemnitee  was not entitled;  provided that
this  undertaking  shall be effective only if and to the extent that, by law, it
must be  enforced as a condition  to the receipt by the  Indemnitee  of advanced
expenses under this Section.

                  4.  Payment  by  Corporation.  The  Corporation  shall pay the
indemnification  requested  under  Section 2 and advance the expenses  requested
under  Section  3  promptly   following   receipt  by  the  Corporation  of  the
Indemnitee's  written  request  therefor and, in any event, no later than thirty
(30) days after  such  receipt  (in the case of  requested  indemnification)  or
fifteen  (15)  days  after  such  receipt  (in the  case of  requested  advanced
expenses).

                  5.       Enforcement.

                           (a)     The    right    of    the    Indemnitee    to
indemnification  and advancement of expenses provided by this Agreement shall be
enforceable by the Indemnitee in any court of competent jurisdiction. In such an
enforcement  action,  the burden shall be on the  Corporation  to prove that the
indemnification  and  advancement of expenses being sought are not  appropriate.
Neither the failure of the Corporation to determine whether  indemnification  or
the  advancement  of  expenses  is  proper  in the  circumstances  nor an actual
determination  by  the  Corporation  thereon  adverse  to the  Indemnitee  shall
constitute a defense to the action or create a presumption  that the  Indemnitee
is not so entitled.

                           (b)     Without limiting the scope of indemnification
to which the Indemnitee is entitled under this Agreement,  (i) if the Indemnitee
has been successful on the merits or otherwise in the defense of an Action,  the
Indemnitee shall be entitled to  indemnification as authorized in Section 2, and
(ii) the


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termination of any Action by judgment, order, settlement,  conviction or plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that  the  Indemnitee  has  not  met  the  standard  of  conduct   required  for
indemnification under this Agreement.

                           (c)     The Indemnitee's reasonable expenses incurred
in  connection  with  successfully   establishing  the  Indemnitee's   right  to
indemnification  or  advancement  or expenses,  in whole or in part, in any such
proceeding under this section also shall be indemnified by the Corporation.

                  6. Non-Exclusivity.  Nothing contained in this Agreement shall
limit the right to  indemnification  and  advancement  of  expenses to which the
Indemnitee  would be entitled by law in the absence of this Agreement,  or shall
be deemed  exclusive  of any other  rights to which the  Indemnitee  in  seeking
indemnification  or  advancement  of expenses  may have or hereafter be entitled
under any law, provision of the Certificate of Incorporation,  By-law, agreement
approved by or resolution of disinterested  members of the Board,  resolution of
Shareholders of the Corporation or otherwise.

                  7.       Subrogation.

                           (a)     The  Corporation  shall not be  liable  under
this Agreement to make any payment in connection with any claim made against the
Indemnitee to the extent the Indemnitee has otherwise  actually received payment
(under any  insurance  policy,  By-law or  otherwise)  of the amounts  otherwise
subject to indemnification or expense advance under this Agreement.

                           (b)     In the event of payment under this Agreement,
the Corporation  shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee  other than from the  Corporation,  and the
Indemnitee shall execute all papers required and shall do everything that may be
necessary  to secure such rights,  including  the  execution  of such  documents
necessary to enable the  Corporation  effectively  to bring suit to enforce such
rights.

                  8. Notice of Claim.  As a condition  precedent to the right to
be indemnified  under this Agreement,  the Indemnitee shall give the Corporation
written  notice as soon as  practicable of any claim made against the Indemnitee
for which indemnification or expense advances will or could be sought under this
Agreement.   In  addition,  the  Indemnitee  shall  give  the  Corporation  such
information and cooperation as the Corporation reasonably may require.

                  9. Severability. If this Agreement or any portion hereof shall
be  invalidated  or held  unenforceable  on any ground by any court of competent
jurisdiction, the Corporation nevertheless shall indemnify the Indemnitee to the
fullest extent permitted by any applicable  portion of this Agreement that shall
not have been so invalidated or held unenforceable.

                  10.  Continuity  of  Rights.  The right of the  Indemnitee  to
indemnification  and  advancement  of expenses  under this  Agreement  shall (a)
continue  after the  Indemnitee  has ceased to serve in a capacity  which  would
entitle the Indemnitee to indemnification or advancement of expenses pursuant to
this  Agreement  with  respect  to acts or  omissions  occurring  prior  to such
cessation,  (b) inure to the benefit of the heirs,  executors and administrators
of the Indemnitee,  (c) apply with respect to acts or omissions  occurring prior
to the execution and delivery of this Agreement to the fullest extent  permitted
by law,  and (d)  survive  any  restrictive  amendment  or  termination  of this
Agreement with respect to events occurring prior thereto.

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                  11.  Proceedings  Initiated by  Indemnitee.  Other than to the
extent provided in Section 5(c),  above, the Indemnitee shall not be entitled to
indemnification  or advancement of expenses under this Agreement with respect to
any Action initiated by the Indemnitee, but shall be entitled to indemnification
and  advancement  of expenses with respect to any  counterclaim  or  third-party
claim in any such Action.

                  12. Binding  Effect.  This Agreement shall be binding upon all
successors  and assigns of the  Corporation  (including any transferee of all or
substantially all of its assets and any successor by merger or operation of law)
and  shall  inure  to  the  benefit  of  the  heirs,  personal  representatives,
successors, representatives and estate of the Indemnitee.

                  13.  Governing Law. Except with respect to matters required to
be governed by, and  construed and enforced in  accordance  with,  the corporate
laws of the  State of  Delaware,  this  Agreement  shall  be  governed  by,  and
construed  and enforced in  accordance  with,  the laws of the State of New York
applicable to con tracts made and to be performed in such state,  without giving
effect to the principles of conflicts of laws.

                  14. Effect of Headings.  The section  headings  herein are for
convenience only and shall not affect the construction hereof.

                  15.  Notices.  Any  notice,  request  or  other  communication
hereunder  to or on  behalf of the  Corporation  or the  Indemnitee  shall be in
writing and shall be delivered to the other party hereto at the address shown on
the  first  page  hereof  (in the  case  of the  Corporation,  addressed  to the
attention of the Board, with a copy delivered to Parker Chapin Flattau & Klimpl,
LLP, 1211 Avenue of the Americas, New York, New York 10036, addressed to Michael
Weinsier, Esq.). Any such notice, request or other communication shall be deemed
delivered  one  business  day after sent by  Federal  Express,  Express  Mail or
similar overnight delivery service or, if sent otherwise,  then upon the receipt
thereof at that address.

         Either address  referred to in the preceding  subsection may be changed
from time to time in the  manner  specified  in the  preceding  subsection,  and
thereafter notices,  requests and other communications shall be delivered to the
most recent address so furnished.

                  16. Counterparts. This Agreement may be executed in any number
of counterparts. Each counterpart of an agreement so executed shall be deemed an
original,  but all such counterparts  shall together  constitute but one and the
same instrument. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one counterpart.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first written above.

                                               Icon CMT Corp.


                                               By:                             
                                                     Name:
                                                     Title:



                                                        [Name of Individual]


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