UNITED STATES
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-K


(X)   Annual Report Pursuant to Section 13 or 15(d) of the Securities and
      Exchange Act of 1934 For the Fiscal Year Ended December 31, 1998

( )   Transition Report Pursuant to Section 13 or 15(d) of the Securities and
      Exchange Act of 1934

                         Commission File Number: 1-7697

                               I.C.H. Corporation
                               ------------------
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                                              43-6069928
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (IRS Employer Identification Number)
Incorporation or Organization)


9255 Towne Centre Drive, Suite 600, San Diego, CA                         92121
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code:  (619) 587-8533

Securities registered pursuant to Section 12(g) of the Act:   NONE

Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period than 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 amendment to this
Form 10-K. ( )

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on March 26, 1999 was $17,167,615, based on the closing price of the
Common Stock as provided by the American Stock Exchange on March 26, 1999.

As of March 26, 1999, there were outstanding 2,821,582 shares of the
Registrant's Common Stock, par value $0.01 per share.

<PAGE>

ITEM 1.  BUSINESS
-----------------

GENERAL

I.C.H. Corporation ("ICH", and together with its operating subsidiaries, the
"Company"), a Delaware corporation, owns and operates quick-service restaurants
under the Arby's name as well as full-service family dining restaurants under
the Lyon's name through its wholly-owned subsidiaries. The Company operates its
Arby's restaurant units as a franchisee of, and pursuant to license agreements
with Arby's, Inc., the franchisor of the Arby's brand. The Company owns the
Lyon's brand and all related trademarks and goodwill.

The Company's principal executive offices are located at 9255 Towne Centre
Drive, San Diego, California 92121, and its telephone number is (619) 587-8533.

On April 30, 1997, the Company acquired all of the outstanding capital stock of
Sybra, Inc. ("Sybra"), the second largest franchisee of Arby's restaurants. The
aggregate purchase price was approximately $39.8 million which included the
repayment of $23.7 million of Sybra indebtedness and an additional $2 million of
acquisition indebtedness due to the seller within two years. Concurrently with
the Company's acquisition of Sybra, Sybra entered into a sale/leaseback
transaction on 61 of its restaurant sites with U.S. Restaurant Properties, Inc.
("USRP"). As of December 31, 1998, Sybra owned and operated 181 Arby's
restaurants located primarily in Michigan, Texas, Pennsylvania, New Jersey,
Florida and California.

On July 31, 1998, the Company sold its Perry Park golf course and real estate
development, located in Owentown, Kentucky, for $3.1 million in cash.

On December 14, 1998, the Company acquired substantially all of the assets of
the Lyon's restaurant chain, through a newly-formed wholly-owned subsidiary,
Lyon's of California, Inc. ("Lyon's"). The aggregate purchase price was
approximately $22.6 million, of which $16.5 million was financed by USRP
(Finance) LLC. Lyon's owns and operates a chain of 73 full-service family dining
restaurants located in northern California and Oregon.

The Company is the post-reorganization successor to ICH Corporation ("Old ICH")
which emerged from Chapter 11 effective February 19, 1997. See Note 1 to the
Consolidated Financial Statements for additional information concerning the
Chapter 11 case and related plan of reorganization of Old ICH.

BUSINESS STRATEGY

The Company's overall business strategy is to increase profitability through
acquisitions and investments that, in the judgment of the Company's management,
create value for shareholders.

Currently, the Company's primary focus is to expand its operations through the
acquisition and construction of additional Arby's restaurants, as well as
improving the profitability, quality of operations and competitive position of
its existing Arby's and Lyon's restaurants. In addition, the Company will
consider the acquisition of operating restaurants and/or restaurant chains other
than Arby's and Lyon's which, in the judgment of the Company's management, can
ultimately increase the Company's profitability and create value for its
shareholders.

The Company believes that certain of the markets in which it currently operates
Arby's restaurants are underserved, and will thus provide opportunities for
acquisition or construction of new restaurants to further penetrate those
existing markets, as well as markets in which the Company has been granted
exclusive development rights by the franchisor. In addition, the Company
believes that the size of the nationwide Arby's restaurant system will continue
to present opportunities for selective growth through acquisitions.

                                       2
<PAGE>

Consistent with the Company's strategy of expanding its operations through the
acquisition of existing Arby's restaurants, Sybra acquired a total of 25
operating Arby's restaurants during 1998.

To implement the Company's strategy of expanding through the construction and
development of new Arby's restaurants, Sybra has entered into a development
agreement with Arbys, Inc., the franchisor of Arby's restuarants, which requires
Sybra to construct a total of 210 new Arby's restaurants over ten years (the
"Development Agreement"). This agreement supersedes a prior agreement which
required the development of 150 new restaurants during the same time period. The
Development Agreement grants Sybra the exclusive right to build Arby's
restaurants in certain areas, primarily in certain northeast markets in
Pennsylvania, Washington D.C., Maryland and New Jersey, as well as the exclusive
right to build Arby's restaurants in and around the Detroit and Dallas/Fort
Worth markets.

Sybra opened a total of eight new Arby's restaurants during 1998 (not including
the 25 restaurants which were acquired in 1998), exceeding the 1998 annual
minimum opening requirement of six restaurants set out in the Development
Agreement. During the first quarter of 1999, Sybra opened one new Arby's
restaurant. The number of Arby's restaurants opened in the future may vary
depending upon general economic conditions, variability in the time required to
obtain necessary permits, the availability of financing and the Company's
ability to locate additional suitable restaurant sites. However management
currently believes that Sybra will, at a minimum, meet its annual requirement
under the Development Agreement (12 restaurants) for 1999.

As part of the Company's overall strategy of improving the quality of operations
of its existing Arby's and Lyon's restaurants, the Company closely monitors
factors affecting the overall profitability of its restaurant operations as well
as the profitability of individual restaurants. During 1998, the Company
believes it has made improvements in several factors bearing on the overall
profitability of its restaurant operations, including reductions in labor and
general and administrative costs as a percentage of sales, and increased
efficiencies in marketing and advertising. During 1998, the Company also closed
two restaurants due to unprofitability.


RESTAURANT OPERATIONS

The Company conducts its restaurant operations principally through two
wholly-owned subsidiaries, Sybra, Inc. and Lyon's of California, Inc.

Sybra, Inc.
-----------

As of December 31, 1998, Sybra operated 181 Arby's restaurants as a franchisee
of Arby's, Inc. 156 of those restaurants are free-standing units, with the
remaining 25 restaurants located in shopping malls or as part of food courts
within malls.

Menu

Each of Sybra's Arby's restaurants offers a diverse menu containing a variety of
food items including roast beef, chicken, turkey and ham sandwiches. Arby's
restaurants are generally known for their roast beef sandwiches, which are made
from thinly-sliced beef which is freshly-roasted at each restaurant. The Arby's
menu also typically includes potato products, salads and soft drinks. In
addition, the restaurants sell a variety of promotional products, normally on a
limited-time basis. A number of Sybra's Arby's restaurants also serve breakfast,
including eggs and breakfast meat selections.


                                       3
<PAGE>

Site Selection

Site selection for new restaurants is made by Sybra's real estate and
development department, subject to acceptance by the franchisor, Arby's, Inc. A
typical market area will have a population base of at least 30,000 people within
a three-mile radius. Within the potential market area, Sybra evaluates major
retail and office concentrations and major traffic arteries to determine focal
points. Site specific factors which Sybra considers include visibility,
convenience of access, proximity to direct competition, access to utilities,
local zoning regulations and various other factors. Sybra's current business
strategy is to locate new restaurants, whenever possible, on the grounds of or
nearby to shopping centers.

Restaurant Layout and Operations

Sybra's Arby's restaurants (excluding mall and food court locations) typically
range from 2,100 to 3,200 square feet, with a seating capacity of between 60 and
90 people and are typically open from 10 a.m. to 11 p.m., with some restaurants
open for extended evening hours. Approximately 80% of Sybra's restaurants
feature drive-thru windows.

Raw Materials

As an Arby's franchisee, Sybra complies with recipe and ingredient
specifications provided by the franchisor, and purchases all food and beverage
inventories and restaurant supplies from independent vendors. Arby's, Inc. does
not sell food or supplies to its franchisees. Sybra and all other Arby's
franchisees are members of ARCOP, Inc. ("ARCOP"), a non-profit cooperative
purchasing organization. ARCOP facilitates negotiation of national contracts for
food and distribution, taking advantage of the large purchasing requirements of
the member franchisees. Since Arby's franchisees are not required to purchase
any food products or supplies from Arby's, Inc., ARCOP facilitates control over
food supply costs and avoids franchisor conflicts of interest.

Sybra purchases soft drink products from the Coca-Cola Company and its
affiliates. In the Southwestern region, Dr. Pepper products are also purchased.
Most other food items and supplies purchased by Sybra are warehoused and
distributed by AmeriServe, an independent distributor.

Sybra has not experienced any significant shortages of food, beverages,
equipment, fixtures or other products which are necessary to restaurant
operations. The Company anticipates no such shortages and believes that
alternate suppliers are available in the event such shortages occur.


                                       4
<PAGE>

Lyon's of California, Inc.
--------------------------

As of December 31, 1998, the Company owned and operated 73 full-service family
dining restaurants operating under the "Lyon's" name and located in California
and Oregon, through its wholly-owned subsidiary, Lyon's of California, Inc. The
Lyon's restaurant chain was established in northern California more than 30
years ago, and enjoys nearly 100% brand name recognition in that area. Through
its decades of continuous operation, the Lyon's chain has developed and retained
a loyal customer base by offering its customers traditional American classic
foods, sold at value price points and served in a friendly and relaxed
environment. Because many of the Company's Lyon's restaurants have occupied
their current locations for decades, they have become integral parts of the
communities they serve and enjoy prime locations.

Menu

Each Lyon's restaurant offers a wide variety of traditional American classic
foods served three full meals a day, together with desserts, fountain treats and
alcoholic and non-alcoholic beverages. The Lyon's menu features such signature
dishes as prime rib (three cut selections), fresh fish, steaks and "San
Francisco" stir-fry. To accompany their entrees, Lyon's customers are offered
their choice of any two homestyle side dishes from a selection that includes
fresh mashed potatoes, creamed spinach, fresh vegetables, cole slaw, pasta
salad, cornbread stuffing and others, and a variety of salads and appetizers.
The dessert and fountain selections include pies and pastries as well as ice
cream, espresso-based beverages and shakes. All Lyon's restaurants offer a full
complement of beer, wine and other alcoholic beverages with meals. Some Lyon's
restaurants also feature separate bar/lounge areas. This full selection of
alcoholic beverages is unique to the segment in which the Lyon's restaurants
operate and provides a significant brand differentiation and competitive
advantage.

While committed to offering the freshest foods available, Lyon's also provides
its customers with a significant dining value. Average checks for breakfast,
lunch and dinner at Lyon's approximate $6.00, $7.60 and $8.70, respectively,
with an overall average of $7.50.

Restaurant Layout and Operations

The Lyon's restaurants range in size from 3,600 to 8,200 square feet and 103 to
258 seats, and average approximately 5,100 square feet and 150 seats. The
Company leases all of the Lyon's restaurants locations, and owns 16 of its
restaurant buildings. Many of the Lyon's restaurants occupy high-visibility and
high-traffic locations, near major thoroughfares, important intersections and
shopping centers. The Company believes that these prime locations, many of which
have operated under the Lyon's banner for decades, cannot be easily replicated
by competing restaurant companies, and thus provide an important competitive
advantage for Lyon's. 24 of the Lyon's restaurants operate 24 hours a day, while
the remaining 49 restaurants are typically open from 6:00 a.m. to 12:00 p.m.

Raw Materials

Lyon's utilizes a centralized purchasing system to purchase its food, beverages
and other supplies from a variety of vendors, and has well developed, long-term
relationships with its key suppliers. Individual restaurant managers are able to
place orders for required items directly with the appropriate suppliers, and
orders are typically drop-shipped to each restaurant by the vendor. As a result,
Lyon's is able to buy many of its products at costs that are among the lowest in
the industry and is able to operate without a central warehouse. Lyon's has not
experienced any significant shortages of food, beverages, equipment, fixtures or
other products, which are necessary to restaurant operations. The Company
anticipates no such shortages and believes that alternate suppliers are
available in the event any such shortages occur.


                                       5
<PAGE>

FRANCHISE AND DEVELOPMENT AGREEMENTS

General
-------

Sybra operates all of its Arby's restaurants as a franchisee of Arby's, Inc. The
Company owns the "Lyon's" brand and all related trademarks, service marks and
goodwill.

Sybra's relationship with Arby's, Inc. is governed by (1) the Development
Agreement, which grants the Company exclusive franchise territories and (2) unit
franchise agreements (collectively, "Franchise Agreements"), one of which is
executed in connection with the opening of each new Arby's restaurant. These
agreements provide Arby's, Inc. with significant rights regarding Sybra's
business operations.

Any acquisition by Sybra of an existing Arby's restaurant, or the development by
Sybra of a new Arby's restaurant, requires the prior consent of Arby's, Inc.

Sybra is prohibited from operating, managing or having a controlling interest or
a fifteen percent (15%) or greater interest in any competing business offering
roast beef sandwiches for sale to consumers and located within the Protected
Area (as defined in the appropriate Franchise Agreement) for each individual
Arby's restaurant it operates.

Sybra's agreements with Arby's, Inc. also restrict the sale, assignment or
transfer of any substantial portion of the assets of Sybra without the prior
written consent of Arby's, Inc. However those agreements do not require approval
of the assignment, transfer or pledge of all or any part of the assets of Sybra,
excluding the license agreements, or all or any part of the stock of Sybra to
banks or other lending institutions as collateral security for loans made
directly to or for the benefit of Sybra.

Should Sybra fail to comply with the Development Agreement, Arby's, Inc. could
terminate the exclusive nature of Sybra's franchises in such covered territory.
In addition, certain events of default under a Franchise Agreement give Arby's,
Inc. the right to terminate the franchise rights of the Sybra restaurant
governed by such Franchise Agreement. A loss of development rights or, depending
upon the aggregate number of restaurants affected, a loss of franchise rights,
could have a material adverse effect on the Company.

Sybra is also required to operate each of its Arby's restaurants in accordance
with certain standards contained in the Arby's, Inc. Operations Manual (the
"Operations Manual"). Arby's, Inc. periodically monitors the operations of
Sybra's restaurants and notifies Sybra of any failure to comply with any of the
Franchise Agreements, the Development Agreement or the Operations Manual.

                                       6
<PAGE>

Development Agreement
---------------------

Effective as of November 1, 1997, and as amended May 12, 1998, Sybra and Arby's,
Inc. entered into a Development Agreement covering nine counties in the
Harrisburg-Lancaster-Lebanon-York Dominant Marketing Area ("DMA"), two counties
in the Detroit DMA, 12 counties in the Philadelphia DMA, three counties in the
Dallas-Fort Worth DMA, seven counties in the Washington, D.C.-Hagerstown, MD
DMA, and nine counties in the New York DMA as well as portions of Baltimore
County, MD and Burlington County, NJ. Under the terms of the Development
Agreement, Sybra has been granted exclusive rights to develop and operate Arby's
restaurants within the covered territories, and is required to develop and
commence construction of new Arby's restaurants in accordance with schedules set
out in the Development Agreement. Pursuant to the Development Agreement, Sybra
is required to submit to Arby's, Inc. for its acceptance each proposed
restaurant site and the plans for each new restaurant. Under the Development
Agreement, Sybra is currently obligated to open or commence construction of a
minimum of 12 restaurants in 1999, 16 restaurants in 2000, 26 restaurants in
2001, and 30 restaurants in each year beginning in 2002 through and including
2006. Although no assurances can be given, Sybra currently anticipates meeting
or exceeding all of the development requirements under the Development
Agreement.

Unit Franchise Agreements
-------------------------

Sybra operates each of its Arby's restaurants under a Franchise Agreement with
Arby's, Inc. Each Franchise Agreement provides the Company the right to operate
an Arby's restaurant for a period of 20 years. The Franchise Agreements are
renewable by the Company, subject to certain conditions, generally for 20 years
(the financial terms of any renewal period may differ from those in effect
during the initial term). Each Franchise Agreement gives Sybra the exclusive
right to operate an Arby's restaurant in a particular geographic area, defined
by either a radius restriction or specific boundaries. The Franchise Agreements
also require Sybra to make royalty payments to Arby's, Inc. equal to a fixed or
variable percentage of each restaurant's revenue. For restaurants opened
pursuant to the Development Agreement, those royalty payments are set at four
percent of sales.

Pursuant to the Franchise Agreements, Arby's, Inc. prescribes the designs, color
schemes, signs and equipment to be utilized in each restaurant, and determines
the menu items as well as the formulas and ingredients for the preparation of
food and beverage products. Each new restaurant opened within an area covered by
the Development Agreement will be governed by a Franchise Agreement, with an
initial licensing fee of $25,000. Of that license fee, $10,000 will be deducted
from monies already placed on deposit with Arby's, Inc. in accordance with the
Development Agreement.


GOVERNMENT REGULATIONS

The restaurant business is subject to extensive federal, state and local
government regulations relating to the development and operation of restaurants,
including regulations relating to building, ingress and egress, zoning,
employment issues, the preparation and sale of food and the sale of alcoholic
beverages. The Company is subject to federal and state environmental
regulations, although such regulations have not historically had a material
effect on the Company's operations. The Company is also subject to laws
governing relationships with employees, such as minimum wage requirements,
health insurance coverage requirements and laws regulating overtime working
conditions and employee citizenship. On September 1, 1997, the balance of
Congress's 1996 minimum wage increase to $5.15 per hour was put into effect.
Further increases in the minimum wage or mandatory health care coverage could
have a material adverse effect on the Company.


SEASONAL AND QUARTERLY RESULTS

Restaurant sales are moderately seasonal and historically January, February and
March generate the lowest sales volumes for the Company's restaurants. As a
result, operating margins for the first quarter tend to be slightly lower than
those for the remaining quarters due to lower sales providing a smaller
spread to cover fixed costs.

                                       7
<PAGE>

TRADEMARKS AND SERVICE MARKS

The Franchise Agreements grant the Company the right to use certain registered
trademarks and service marks of Arby's, Inc. The names "Arby's," "Arby's
Restaurants" and "Arby's Roast Beef Restaurants" were adopted to identify and
promote Arby's. The Company believes that these marks are of material importance
to the operation of its Arby's restaurants.

The Company owns the trademark and service marks used in connection with the
operation of its Lyon's restaurants. The Company believes that these marks are
of material importance to the operation of its Lyon's restaurants.

COMPETITION

The restaurant business is highly competitive and is affected by changes in the
public's eating habits and preferences, population trends and traffic patterns,
as well as by local and national economic conditions affecting consumer spending
habits, many of which are beyond the Company's control. Key competitive factors
in the industry are the quality and value of the food products offered, quality
and speed of service, attractiveness of facilities, advertising, name brand
awareness and image and restaurant location. A number of the Company's
significant competitors are larger or more diversified and have substantially
greater resources than the Company.

The Company's operations, as with the restaurant industry generally, can be
significantly affected by factors such as changes in local, regional or national
economic conditions, changes in consumer tastes, severe weather and consumer
concerns about nutritional quality of the various food products offered at the
Company's restaurants. In addition, factors such as changes in food, labor and
energy costs, the availability and cost of suitable restaurant sites and the
availability of an adequate number of hourly-paid employees can also affect the
restaurant industry.

EMPLOYEES

As of December 31, 1998, the Company had approximately 7,200 employees, none of
whom are subject to collective bargaining agreements with the Company or any of
its subsidiaries. Employees at five of the Company's Lyon's restaurants are
represented by Hotel Employees and Restaurant Employees Local Union 340, and
were previously subject to collective bargaining agreements with the former
owner of the Lyon's chain. The Company is currently in negotiations with
representatives of such local union regarding collective bargaining agreements
for those five restaurants. Many of the Company's restaurant employees work
part-time, and many are paid at or slightly above minimum wage levels. The
Company considers its employee relations to be generally good.

ITEM 2. PROPERTIES
------------------

As of December 31, 1998, the Company operated 254 restaurants in the areas
listed below. The Company's land and building leases generally are for terms of
20 years with one or more five-year renewal options. Certain leases require the
payment of additional rent equal to a percentage of annual sales in excess of
specified amounts.

The Company leases office space in San Diego, California and New York, New York
for its corporate and executive offices and in Foster City, California; Flint,
Michigan; Sinking Spring, Pennsylvania; Plano, Texas and Tampa, Florida for its
regional operations centers.

                                       8
<PAGE>

The following table sets forth the locations of the restaurants
operated by the Company (by state) as of December 31, 1998:

                                           Sybra               Lyon's
                                           -----               ------
    California                                 9                   68
    Florida                                   21                    -
    Maryland                                   2                    -
    Michigan                                  49                    -
    New Jersey                                 5                    -
    Oregon                                     -                    5
    Pennsylvania                              26                    -
    Texas                                     66                    -
    Virginia                                   3                    -
                                             ---                  ---
        Total:                               181                   73
                                             ===                  ===


ITEM 3. LEGAL PROCEEDINGS
-------------------------

The Company is not a party to any pending legal proceedings which, in
management's belief, are likely to have a material adverse effect on the
Company, nor to any other pending legal proceedings other than ordinary, routine
litigation incidental to its business. The Company also maintains customary
commercial, general liability, workers' compensation and directors and officers'
insurance policies.

On July 8, 1998, the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, entered an order approving the settlement of the
Company's claims against certain former officers, directors and advisors of Old
ICH. Pursuant to the reorganization plan of Old ICH, these claims were retained
as assets of the Company. Under the terms of the settlement, the Company
received $340,000 in cash as well as $271,000 in cash proceeds from the sale of
67,652 shares of its own common stock which were surrendered by the settling
parties. In addition, under the settlement agreement one of the settling parties
agreed to provide the Company with discounted financial advisory services worth
up to $150,000.

                                       9
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
---------------------------------------------------------
None


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-------------------------------------------------------------------------
MATTERS
-------


MARKET INFORMATION

The Company's common stock commenced trading on the American Stock Exchange on
July 23, 1997 under the symbol "IH." The following table sets forth, for the
periods indicated, the applicable range of the high and low sales prices for the
Company's common stock on the American Stock Exchange.

                                             1997                 1998
                                             ----                 ----
                                       High       Low      High          Low
                                      ------     -----    ------        -----
First Quarter                          N/A       N/A      4-1/16         3-1/8
Second Quarter                         N/A       N/A      5-1/2          3-15/16
Third Quarter (with respect to 1997,   4-7/8     3-7/8    5-1/4          3-3/4
 for the period July 23, 1997 to
 September 30, 1997)
Fourth Quarter                         4-7/16    3        4-1/2          3-1/4


NUMBER OF STOCKHOLDERS

The information available indicates that as of March 26, 1999 there were
approximately 3,402 holders of record of the Company's common stock.


DIVIDENDS

The Company has not paid any cash dividends on its common stock and does not
intend to pay cash dividends on its common stock for the foreseeable future. The
Company intends to retain future earnings to finance future development.


ITEM 6. SELECTED FINANCIAL INFORMATION
--------------------------------------

Selected Historical Financial Data

Set forth below are selected historical financial data of the Company, which is
the post-reorganization successor to Old ICH. Until the Company's acquisition of
Sybra, Inc. (see Note 2 to Notes To Consolidated Financial Statements), the
Company had no significant business operations. Old ICH financial data is not
presented as its assets, liabilities and operations were dissolved or sold as
part of Old ICH's reorganization plan (see Note 1 to Notes To Consolidated
Financial Statements). For purposes of presentation, Sybra is considered to be a
Predecessor of the Company.

                                       10
<PAGE>

Accordingly, the selected historical financial data as of and for the year ended
December 28, 1996, and the four months ended April 30, 1997, were derived from
the financial statements of the Predecessor. Due to required purchase accounting
adjustments relating to the acquisition and certain corporate administrative
expenses that are necessary to operate on a stand-alone basis, the consolidated
financial and other data for the period subsequent to the acquisition (the
"Successor Period") is not comparable to such data for the periods prior to the
acquisition (the "Predecessor Period"). Pro forma net income (loss) was derived
by retroactively adjusting all prior years as if the acquisition had occurred on
January 1, 1994. As such, the effects of purchase accounting, including the
impact of the different capital structure of the Predecessor, has been reflected
in arriving at pro forma net income (loss) for the prior periods.

In addition, adjustments reflecting the costs of operating a stand-alone company
have been retroactively included in arriving at pro forma net income (loss) for
the prior periods. Such costs include, but are not limited to, administrative
services, tax compliance, treasury service, human resource administration and
legal services. The information contained in this table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's financial statements and
accompanying notes thereto included herein.


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                         Predecessor                      Successor   Combined   Successor
                                           ---------------------------------------------  ---------   --------   ---------
                                                                                  Four       Eight    
                                                           Year        Year      Months     Months      Year         Year
Statement of Earnings Data                 Year ended     ended       ended       Ended      Ended      ended        ended
(000's except per share amounts)            Dec. 31,     Dec. 30,    Dec. 28,    Apr. 30    Dec. 31   Dec. 31,     Dec. 31,
(unaudited)                                   1994         1995        1996       1997      1997(a)     1997         1998
                                              ----         ----        ----       ----      -------     ----         ----
<S>                                        <C>          <C>         <C>         <C>        <C>        <C>        <C>      
Revenues                                   $115,651     $115,531    $116,124    $37,916    $ 75,006   $112,922   $ 140,032
Cost & Expenses                                                                                                  
 Restaurant costs/expenses                   92,821       94,414      93,867     32,006      61,503     93,509     113,845
 General & administrative                     6,586        6,643       6,179      2,212       5,087      7,299       9,479
 Depreciation & amortization                  5,935        6,041       5,972      2,006       3,398      5,404       4,923
 Non-recurring/restructuring                                                                                     
   Charges                                        -            -           -          -       1,497      1,497           -
 Other                                        1,400          900       1,200          -         977        977         691
                                                                                                                 
Earnings from operations                      8,909        7,533       8,906      1,692       2,544      4,236      11,094
 Interest expense                             1,909        2,605       2,346        638       3,661      4,299       6,035
 Income (loss) from continuing                                                                                   
  operations and before taxes                 7,000        4,928       6,560      1,054      (1,117)       (63)      5,059
                                                                                                                 
 Provision (benefit) for income taxes         2,650        1,913       2,398        434        (253)       181       2,143
                                                                                                                 
 Income (loss) from continuing operations     4,350        3,015       4,162        620        (864)      (244)      2,916
                                                                                                                 
 Gain from sale of discontinued operations        -            -           -          -           -          -         388
                                                                                                                 
Net Income (loss)                          $  4,350     $  3,015    $  4,162    $   620    $   (864)  $   (244)  $   3,304
                                                                                                                 
                                                                                                                 
Income (loss) from continuing operations 
  per share:                                                              
  Basic                                          -             -           -          -    $   (.34)         -   $     1.11
  Diluted                                        -             -           -          -    $   (.34)         -   $     1.01
Gain from discontinued operation:                                                                                
  Basic                                          -             -           -          -           -          -   $      .15
  Diluted                                        -             -           -          -           -          -   $      .13
Net income (loss) per share:                                                                                     
  Basic                                          -             -           -          -    $   (.34)         -   $     1.26
  Diluted                                        -             -           -          -    $   (.34)         -   $     1.14
                                                                                                                 
Pro-forma net income (loss) (b)            $  1,496     $    206    $    857    $  (791)   $    690    $   (101) $    2,916
Other data:                                                                                                      
     EBITDA (d)                            $ 14,844     $ 13,574    $ 14,878    $  3,698   $  5,942    $  9,640  $   16,017
     EBITDA - Pro forma (d)                $ 13,082     $ 10,932    $ 12,016    $  2,212   $  8,209    $ 10,421  $   16,017
                                                                                                                 
                                                                                                                 
Balance Sheet Data (c)                                                                                           
  Working capital deficit                  $ (9,460)    $ (7,112)   $ (8,455)        n/a   $ (5,006)        n/a  $   (7,459)
  Total assets                             $ 68,789     $ 74,373    $ 75,601         n/a   $ 75,264         n/a  $  113,466
  Total long-term debt                     $ 27,321     $ 31,152    $ 25,625         n/a   $ 50,079         n/a  $   71,105
  Shareholders' equity                     $ 27,965     $ 30,980    $ 35,142         n/a   $ 11,185         n/a  $   15,026
</TABLE>


                                       12
<PAGE>

NOTES:    (a) Included in the results of operations for the eight months
              ending December 31, 1997 are sales and operating loss of $164
              and $(188), respectively, of the Company for the period from
              February 19, 1997 to April 30, 1997.
          (b) Pro forma net income (loss) reflects (1) the effects of
              purchase accounting for Sybra as if the purchase was effective
              on January 1, 1994; (2) increased interest expense for the
              Predecessor Period as a result of a difference in capital
              structure; and (3) increased general and administrative
              expenses reflecting the costs of operating as a stand-alone
              public company; and has been tax effected using a combined
              federal and state income tax rate of 40%.
          (c) Balance sheet data are presented as of December 31, 1994, December
              30, 1995, December 28, 1996, December 31, 1997 and
              December 31, 1998.
          (d) EBITDA on a pro forma basis gives effect to the adjustments
              discussed in Note (b) above. For the combined period, pro forma
              EBITDA would have been $10,421. For 1998, EBITDA is actual.
              Management believes that EBITDA is generally accepted as
              providing useful information regarding a company's ability to
              service and/or incur debt. EBITDA should not be considered in
              isolation or as a substitute for net income, cash flows, or
              other consolidated income or cash flow data prepared in
              accordance with generally accepted accounting principles or as a
              measure of a company's profitability or liquidity.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

The following discussion should be read in conjunction with the "Selected
Historical Financial Data" and the financial statements of the Company and the
accompanying notes thereto included elsewhere herein. Certain information
discussed below may constitute forward-looking statements within the meaning of
the federal securities laws. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be achieved.
Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from
projected results. Among those risks, trends and uncertainties are the general
economic climate, costs of food and labor, consumer demand, interest rate
levels, the availability of financing and other risks associated with the
acquisition, development and operation of new and existing restaurants. Unless
otherwise indicated, all amounts are in thousands except share amounts.


                                       13
<PAGE>

GENERAL

The Company's revenues consist almost entirely of restaurant sales from its
principal operating subsidiaries, Sybra and Lyon's.

Restaurant costs and expenses include all direct operating costs, including
direct labor, occupancy costs, advertising expenses, royalty payments,
expenditures for repairs and maintenance, and workers' compensation and casualty
and general liability insurance costs. Advertising fees paid by the Company's
Sybra subsidiary to the AFA to develop and prepare advertising materials and to
undertake marketing research are equal to 0.7% of restaurant sales. In addition,
Sybra operates its restaurants pursuant to licenses which require Sybra to pay
Arby's, Inc. a royalty based upon percentages of its restaurant sales (presently
an aggregate of approximately 3.0% of Sybra's restaurant sales). The royalty
rate for new Arby's restaurants (currently 4.0%) will result in an increase in
the aggregate royalty rate for Sybra as new Arby's restaurants are opened.

General and administrative expenses consist of corporate and regional office
expenses, including executive and administrative compensation, office expenses,
travel and professional fees.

RESULTS OF OPERATIONS

The following table sets forth, with respect to the Company and for the periods
indicated, the percentage of total revenues represented by certain expense and
income items.

For purposes of the discussion below, the results of operations for the year
ended December 31, 1997 represent the mathematical addition of the historical
amounts for the Predecessor Period (December 29, 1996 to April 30, 1997) and the
Successor Period (May 1, 1997 to December 31, 1997) and are not necessarily
indicative of the results that would actually have been obtained if the
acquisition had occurred on December 31, 1996. The Predecessor Period does not
give effect to, among other items, corporate expenses necessary to operate on a
stand-alone basis. Such expenses include, but are not limited to, certain
administrative services, tax compliance, treasury service, human resource
administration and legal services.

<TABLE>
<CAPTION>
                                        Predecessor         Company                       
                                       --------------    -------------      Combined          Company    
                                         Four Months     Eight Months       --------      -------------
                                            Ended            ended         Year ended       Year ended
                                       April 30, 1997    Dec. 31, 1997    Dec. 31, 1997   Dec. 31, 1998
                                       --------------    -------------    -------------   -------------
<S>                                        <C>              <C>              <C>             <C>   
Revenues                                   100.0%           100.0 %          100.0%          100.0%
Expenses:
Restaurant costs & expenses                 84.4%            82.0 %           82.8%           81.3%
General & administrative                     5.8%             6.8 %            6.5%            6.8%
Depreciation & amortization                  5.3%             4.5 %            4.8%            3.5%
Non-recurring/restructuring charges            -              2.0 %            1.3%              -
Other                                          -              1.3 %             .9%             .5%
                                           -----            -----            -----           ----- 
Operating income (loss)                      4.5%             3.4 %            3.7%            7.9%
Interest expense                             1.7%             4.9 %            3.8%            4.3%
                                           -----            -----            -----           ----- 
Income (loss) from continuing
  operations and before taxes                2.8%            (1.5)%           (.1)%            3.6%
Income taxes (benefit)                       1.1%             (.3)%            .1 %            1.5%
                                           -----            -----            -----           ----- 
Income (loss) from continuing
  operations and before taxes                1.7%            (1.2)%           (.2)%            2.1%
Gain from sale of discontinued
  operations                                   -                -               -               .3%
                                           -----            -----            -----           ----- 
Net income (loss)                            1.7%            (1.2)%           (.2)%            2.4%
                                           =====            =====            =====           ===== 
</TABLE>


                                       14
<PAGE>

Comparison of the Years Ended December 31, 1998 and December 31, 1997
----------------------------------------------------------------------

Revenues - Revenues were $140.0 million for 1998 as compared to $112.9 million
for 1997, an increase of $27.1 million or 24.0%. Sybra's sales for the year
ended December 31, 1998 were $131.3 million, an increase of $19.7 million or
17.6% over the prior year combined comparable period, as a result of a same
store sales increase of 4.8% for the period, and sales from new store openings
and store acquisitions. Sales from the Company's Lyon's restaurants from the
date of acquisition (December 14, 1998) to December 31, 1998, were $7.0 million.

Restaurant Costs & Expenses - Restaurant costs and expenses were $113.8 million,
or 81.3% of sales, for 1998 as compared to $93.5 million, or 82.8% of sales, for
1997, an increase of $20.3 million due to the sales increase explained above. As
a percent of sales, costs decreased as a result of lower labor costs due to
improved efficiency, net of increases in rent expense associated with the
Company's sale/leaseback of 61 properties previously classified as owned.

General and Administrative - General and administrative costs and expenses were
$9.5 million, or 6.8% of sales, for 1998 as compared to $7.3 million, or 6.5% of
sales, for 1997, an increase as a percent of sales as a result of expenses
associated with operating the Company as a stand-alone public company as
explained above and increased expenses associated with business development and
real estate operations necessary to achieve new store development requirements.

Depreciation and Amortization - Depreciation and amortization expense was $4.9
million, or 3.5% of sales, in 1998 as compared to $5.4 million, or 4.8% of
sales, in 1997, a decrease as a percent of sales as a result of the impact of
the sale/leasebacks explained above, net of goodwill amortization as a result of
purchase accounting related to the Sybra acquisition.

Interest Expense - Interest expense was $6.0 million, or 4.3% of sales, in 1998
as compared to $4.3 million, or 3.8% of sales, in 1997, an increase of $1.7
million as a result of debt incurred in connection with the Company's
acquisition of Sybra, new store openings and acquisitions.


Comparison of the Years Ended December 31, 1997 and December 28, 1996
----------------------------------------------------------------------

Revenues - Revenues were $112.9 million for 1997 as compared to $116.1 million
for 1996, a decrease of $3.2 million primarily as a result of a 3% decline in
same store sales for the year due to a change in marketing strategy emphasizing
brand quality and fewer price promotions which began in the third quarter of
1997.

Restaurant Costs & Expenses - Restaurant costs and expenses were $93.5 million,
or 82.8% of sales, for 1997 as compared to $93.9 million, or 80.8% of sales for
1996, a decrease of $358 due to the sales decline explained above. As a percent
of sales, costs increased as a result of increases in rent expense associated
with the Company's sale/leaseback of 61 properties previously classified as
owned.

General and Administrative - General and administrative costs and expenses were
$7.3 million, or 6.5% of sales, for 1997 as compared to $6.2 million, or 5.3% of
sales for 1996, an increase as a percent of sales as a result of lower sales and
of costs and expenses associated with operating the Company as a stand-alone
public company as explained above and increased expenses associated with
business development and real estate operations necessary to achieve new store
development requirements.


                                       15
<PAGE>

Depreciation and Amortization - Depreciation and amortization expense was $5.4
million, or 4.8% of sales in 1997 as compared to $6.0 million, or 5.1% of sales
in 1996, a decrease as a percent of sales as a result of the impact of the
sale/leaseback as explained above net of goodwill amortization as a result of
purchase accounting related to the Sybra acquisition.

Non-recurring and Restructuring Charges - Non-recurring and restructuring
charges were $1.5 million in 1997 as a result of the restructuring of Sybra's
operations, buy-out of an employment contract and non-recurring expenses related
to obtaining financing and maintaining Sybra's status as an Arby's franchisee.

Other - Other expenses were $1.0 million in 1997, as compared to $1.2 million in
1996. Other expenses in 1997 relate primarily to the cost of operations of Perry
Park, and for 1996 relate primarily to store closings.

Interest Expense - Interest expense was $4.3 million in 1997 as compared to $2.3
million in 1996, an increase of $2.0 million as a result of debt incurred in
connection with the Company's acquisition of Sybra.


IMPACT OF THE YEAR 2000 ISSUES

The Company has completed its assessment of internal systems and has concluded
that its hardware and software are Year 2000 compliant. The Company has
concluded that it will not be necessary to replace its retail point of sale
hardware and that, based on information available at this time, the remaining
costs to implement the Year 2000 readiness program will not be material.

Communication with respect to Year 2000 issues with the Company's suppliers is
ongoing. While not expected, the Company may experience delays in receipt of
product, which could adversely affect sales and earnings. The Company cannot
currently estimate to what extent future operating results might be adversely
affected by the possible failure of these third parties to successfully address
their Year 2000 issues. However, the Company's program includes actions designed
to identify and minimize, where possible, any third party exposure.

Costs to implement the Year 2000 readiness program are based on management's
estimates, which were derived utilizing numerous assumptions related to future
events. There can be no assurance that additional costs will not be incurred, or
that the objective of the program will be achieved. However, the Company
continues to monitor activities related to the program designed to ensure Year
2000 readiness.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary liquidity needs arise from debt service on indebtedness
incurred in connection with the Sybra acquisition, the Lyon's acquisition,
operating lease requirement and the funding of capital expenditures primarily
for new store openings. As of December 31, 1998, the Company had outstanding
indebtedness for borrowed money of $33.2 million under a term facility with
Atherton Capital Incorporated (the "Atherton Loan") and $16.5 million under a
term facility with USRP (Finance) LLC (The "USRP Loan"). The Atheron Loan 
has a weighted-average maturity of 12.5 years (of which approximately 10.5 years
remain), bears interest at 10.63%, requires monthly payments of principal and
interest, is collatoralized by substantially all of the assets owned by Sybra at
the time it was acquired by the Company and imposes certain financial
restrictions and covenants. The USRP Loan has a weighted average maturity of 12
years, a weighted average interest rate of 12.75%, requires monthly payments of
principal and interest, is collateralized by substantially all of the assets
owned by Lyon's and imposes certain financial restrictions and covenants.

The Company's primary source of liquidity during the year was the operation of
the restaurants owned by its principal operating subsidiaries, Sybra and Lyon's
and debt and lease financing.

In the future, the Company's liquidity and capital resources will primarily
depend on the operations of Sybra and Lyon's which, under the provisions of the
Company's loan agreements, would permit, under certain conditions, distributions
and dividends to the Company. Sybra and Lyon's, like most restaurant businesses,
are able to operate with nominal or deficit working capital because all sales
are for cash and inventory turnover is rapid. Renovation and/or remodeling


                                       16
<PAGE>

of existing restaurants is either funded directly from available cash or, in
some instances, is financed through outside lenders. Construction or acquisition
of new restaurants is generally, although not always, financed by outside
lenders. The Company believes that it will continue to be able to secure
adequate financing on acceptable terms for new restaurants construction and
acquisitions and that cash generated from operations will be adequate to meet
its needs for the foreseeable future, although no assurances can be given.

Recent Developments
-------------------

On December 14, 1998, the Company acquired substantially all the assets of
Lyon's Restaurants, Inc. The assets acquired include a chain of 73 family-dining
restaurants, located primarily in northern California and operating under the
"Lyon's" name. The Company funded the acquisition through the use of
approximately $5.5 million of its available cash resources, and a $16.5 million
fixed-rate term loan from USRP (Finance), LLC. The loan matures in approximately
12 years, bears interest at a rate of 12.75% per annum and is guaranteed by the
Company. The balance of the purchase price was paid with a $600 note from the
Company to the seller. In addition, the Company issued to USRP (Finance), LLC
125,000 warrants to purchase shares of its common stock at an exercise price of
$.01 per share.

Subsequent Events
-----------------

On January 5, 1999, Sybra entered into a sale/leaseback transaction with CNL
Fund Advisors, Inc. ("CNL") for approximately $6.5 million, resulting in a gain,
net of closing costs, of approximately $700. The sale/leaseback transaction
relates to ten Arby's restaurants located in Florida. The new leases with CNL
have a base term of 20 years.

On February 17, 1998, Sybra executed a new loan commitment letter with FFCA
Acquisition Corporation ("FFCA") to finance the construction of up to 15 new
Arby's restaurants during the next 18 months. Under the terms of the commitment
letter, FFCA has agreed to finance mortgage and equipment loans for up to 15 new
Arby's restaurants (of which up to seven sites may involve land leased by Sybra
pursuant to a long term ground lease) to be built by Sybra, to a maximum of
$1.1 million per location.

CAPITAL LOSS CARRY FORWARD

On April 25, 1997, the Company sold its interest in the stock of Bankers
Multiple Line Insurance Company, which generated a significant tax loss (see
Note 3 of Notes to Consolidated Financial Statements). Due to limitations
pursuant to the Internal Revenue Code and Treasury regulations thereunder, no
deferred tax asset has been recorded for the capital loss carry forward due to
the uncertainty of its existence and realizability.

The gain from the sale of a discontinued operations of $388 was related to the
sale of Perry Park in July 1998 for approximately $3.1 million in cash. The gain
from discontinued operations included a gain from recognizing a tax deferred
asset of $719 (the result of the tax loss exceeding the book loss), which the
Company believes will be fully utilized to offset other taxable income and
capital gains in future periods.

CAPITAL EXPENDITURES

The Company's total capital expenditures were $6.1 million, $5.1 million and
$12.5 million in 1996, 1997 and 1998, respectively, which include new store
development, as well as store maintenance, store remodel and store renovation
capital expenditures. The Company anticipates that store maintenance, store
remodel and store renovation capital expenditures for 1999 will approximate
$12.0 million. The level of capital expenditures for new store development and
acquisitions will be dependent upon several factors, including the number of
stores constructed and/or acquired, the availability of appropriate financing as
well as the capital structure of any such transactions.


                                       17
<PAGE>


INFLATION

Certain of the Company's operating costs are subject to inflationary pressures,
of which the most significant are food and labor costs. As of December 31, 1998,
a significant percentage of the Company's employees were paid wages equal to or
based on the federal minimum hourly wage rate. Economic growth that would reduce
unemployment or make more jobs available in higher paying industries would
directly affect the Company's labor costs.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The response to this item is submitted as a separate section of this Form 10-K.
See Item 14.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None


                                       18
<PAGE>

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

The information required by Item 10 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 28, 1999.


ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The information required by Item 11 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 28, 1999.


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

The information required by Item 12 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 28, 1999.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

The information required by Item 13 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 28, 1999.


                                       19
<PAGE>

                                     PART IV


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

(a)     1. Financial Statements
        The financial statements filed as part of this report are listed in the
        Index to Consolidated Financial Statements on page F-1.

                                                                   Page
                                                                   ----
             Independent Accountant's Report                       F-2
             Consolidated Balance Sheets                           F-3
             Consolidated Statements of Operations                 F-4
             Consolidated Statements of Stockholders' Equity       F-5
             Consolidated Statements of Cash Flows                 F-6
             Notes to Consolidated Financial Statements            F-7 

        2. Financial Statement Schedules
        Schedules have been omitted either because the required information is
        shown in the consolidated financial statements or notes thereto or they
        are not applicable.

        3. Exhibits
        The exhibits to this Report are listed on the accompanying Index to
        Exhibits and are incorporated herein by reference or are filed as part
        of this Annual Report on Form 10-K.

(b)     Reports on Form 8-K
        A Report on Form 8-K, dated December 22, 1998, was filed by the Company
        during the quarter ended December 31, 1998. Items 2 and 7 were reported
        thereon.

                                       20
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                      I.C.H. Corporation
                      (Registrant)

Dated: March 29, 1999         /s/James R. Arabia
                             --------------------------
                             James R. Arabia
                             Chairman of the Board, President and
                             Chief Executive Officer

Dated: March 29, 1999        /s/David A. Brainard
                             --------------------------
                             David A. Brainard
                             Senior Vice President and
                             Chief Financial Officer

Dated: March 29, 1999        /s/Glen V. Freter
                             --------------------------
                             Glen V. Freter
                             Vice President, Controller
                             and Chief Accounting Officer

Dated: March 29, 1999        /s/John A. Bicks
                             --------------------------
                             John A. Bicks
                             Senior Vice President, General
                             Counsel, Secretary and Director

Dated: March 29, 1999        /s/Timothy Scott
                             --------------------------
                             Timothy Scott
                             Director

Dated: March 29, 1999        /s/David A. Gotz
                             --------------------------
                             David A. Gotz
                             Director

Dated: March 29, 1999        /s/Carl D. Robinson
                             --------------------------
                             Carl D. Robinson
                             Director

Dated: March 29, 1999        /s/Raymond L. Steele
                             --------------------------
                             Raymond L. Steele
                             Director

Dated: March 29, 1999        /s/Robert H. Drechsler
                             --------------------------
                             Robert H. Drechsler
                             Director

                                       21
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

I.C.H. CORPORATION AND SUBSIDIARIES:

     Independent Accountant's Report                                         F-2

     Consolidated Balance Sheets - Company as of December 31, 1998
        and December 31, 1997                                                F-3

     Consolidated Statements of Operations - Company for the year 
        ended December 31, 1998 and the eight-month period ended 
        December 31, 1997 and Predecessor for the four-month period 
        ended April 30, 1997 and the year ended December 28, 1996            F-4

     Consolidated Statements of Stockholders' Equity - Company for 
        the year ended December 31, 1998 and the period from February 19, 
        1997 to December 31, 1997 and Predecessor for the four-month 
        period ended April 30, 1997 and the year ended December 28, 1996     F-5

     Consolidated Statements of Cash Flows - Company for the 
        year ended December 31, 1998 and the eight-month period 
        ended December 31, 1997 and Predecessor for the four-month 
        period ended April 30, 1997 and the year ended December 28, 1996     F-6

     Notes to Consolidated Financial Statements                              F-7

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
I.C.H. Corporation

In our opinion, the accompanying consolidated balance sheets of I.C.H.
Corporation and Subsidiaries ("Company") as of December 31, 1997 and 1998, and
the related consolidated statements of operations, stockholders' equity and cash
flows - Sybra, Inc. ("Predecessor") for the year ended December 28, 1996 and for
the four month period ended April 30, 1997 and - Company for the eight month
period ended December 31, 1997 and year ended December 31, 1998 present fairly,
in all material respects, the consolidated financial position of I.C.H.
Corporation and Subsidiaries as of December 31, 1997 and 1998, and the
consolidated results of their operations and their cash flows - Predecessor for
the year ended December 28, 1996 and for the four month period ended April 30,
1997 and - Company for the eight month period ended December 31, 1997 and year
ended December 31, 1998 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.




PricewaterhouseCoopers LLP

Atlanta, Georgia
March 19, 1999


                                      F-2
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       (In thousands except share amounts)

<TABLE>
<CAPTION>
                                                  December 31,   December 31,
                                                      1997          1998
                                                  -------------   -----------
<S>                                                  <C>           <C>     
ASSETS
Current assets:
   Cash and cash equivalents                         $  4,418      $  9,235
   Accounts receivable                                    530         1,293
   Inventories                                          1,372         2,828
   Deferred income taxes                                1,257         1,137
   Other current assets                                 1,565         4,473
                                                     --------      --------
        Total current assets                            9,142        18,966

Property and equipment, net                            24,696        40,141
Intangible assets, net                                 39,470        47,462
Other assets                                            1,956         4,326
Deferred income taxes-net                                  --         2,571
                                                     --------      --------
        Total assets                                 $ 75,264      $113,466
                                                     ========      ========
                                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY                              
Current liabilities:                                              
   Accounts payable                                  $  2,741      $  8,254
   Accrued liabilities                                  8,745        12,743
   Current portion of long-term debt                    1,714         4,839
   Current portion of capital                                     
      lease obligations                                   948           589
                                                     --------      --------
        Total current liabilities                      14,148        26,425
                                                                  
Noncurrent liabilities:                                           
   Long-term debt                                      44,718        63,193
   Long-term capital lease obligations                  2,699         2,484
   Deferred income taxes                                1,908            --
   Other liabilities                                      606         6,338
                                                     --------      --------
        Total liabilities                              64,079        98,440
                                                     --------      --------
                                                                  
Stockholders' equity:                                             
   Preferred stock, $0.01 par value; 1,000,000                       
        authorized; none issued and outstanding            --            --
   Common stock, $0.01 par value; 9,000,000                       
        authorized; 2,666,615 outstanding                         
        (see note 10)                                      24            28
   Paid-in-capital                                     12,025        12,558
   Retained earnings (deficit)                           (864)        2,440
                                                     --------      --------
        Total stockholders' equity                     11,185        15,026
                                                     --------      --------
                                                                  
        Total liabilities and stockholders' equity   $ 75,264      $113,466
                                                     ========      ========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands except share amounts)

<TABLE>
<CAPTION>
                                                               Predecessor             Company        Combined       Company
                                                       ----------------------------  -------------  ------------   -------------
                                                                         For the        For the       For the         For the 
                                                        For the year   four months   eight months      year           year 
                                                           ended          ended         ended         ended           ended
                                                        December 31,     April 30,    December 31,  December 31,   December 31,
                                                            1996           1997          1997          1997           1998
                                                       ------------    ------------  ------------- -------------   ------------
<S>                                                     <C>             <C>              <C>          <C>            <C>     
Revenue and other income:                                                                                        
  Restaurant sales                                      $   115,973     $    37,868      $ 73,787     $ 111,655      $138,315
  Other                                                         151              48         1,219         1,267         1,717
                                                        -----------     -----------      --------     ---------      --------
Total revenues                                              116,124          37,916        75,006       112,922       140,032
                                                                                                                 
                                                                                                                 
Costs and expenses:                                                                                               
  Restaurant costs and expenses                              93,867          32,006        61,503        93,509       113,845
  General and administrative                                  6,179           2,212         5,087         7,299         9,479
  Depreciation and amortization                               5,972           2,006         3,398         5,404         4,923
  Other                                                       1,200              --           977           977           691
  Non-recurring/restructuring                                                                                    
    charges                                                      --              --         1,497         1,497            --
                                                        -----------     -----------      --------     ---------      --------
                                                                                                                 
Operating income                                              8,906           1,692         2,544         4,236        11,094
                                                                                                                 
Interest expense                                              2,346             638         3,661         4,299         6,035
                                                        -----------     -----------      --------     ---------      --------
                                                                                                                 
Income (loss) from continuing                                                                                    
 operations before income taxes                               6,560           1,054        (1,117)          (63)        5,059
                                                                                                                 
Provision (benefit) for income taxes                          2,398             434          (253)          181         2,143
                                                        -----------     -----------      --------     ---------      --------
                                                                                                                 
Income (loss) from continuing operations                      4,162             620          (864)         (244)        2,916
                                                                                                                 
Gain from sale of discontinued operation                         --              --            --            --           388
                                                        -----------     -----------      --------     ---------      --------
                                                                                                                 
Net income (loss)                                       $     4,162     $       620      $   (864)    $    (244)     $  3,304
                                                        ===========     ===========      ========     =========      ========
Income (loss) from continuing operations per share:                                                              
  Basic                                                                                  $   (.34)                   $   1.11
  Diluted                                                                                $   (.34)                   $   1.01
                                                                                                                    
Gain from discontinued operations per share:                                                                        
  Basic                                                                                        --                    $    .15
  Diluted                                                                                      --                    $    .13
                                                                                                                    
Net income (loss) per share:                                                                                        
  Basic                                                                                  $   (.34)                   $   1.26
  Diluted                                                                                $   (.34)                   $   1.14
                                                                                                                    
Weighted-average common shares                                                                                   
outstanding (see note):                                                                                          
  Basic                                                                                  2,549,000                  2,620,000
  Diluted                                                                                2,549,000                  2,903,000
</TABLE>                     

                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       (In thousands except share amounts)

<TABLE>
<CAPTION>
                                                                                              Total
                                                     Common Stock     Paid-In    Retained  Stockholders'
                                                  Shares    Amount    Capital    Earnings     Equity
                                                  ------    ------    -------    --------     ------
<S>                                               <C>       <C>      <C>         <C>         <C>     
Predecessor

Balance at December 28, 1996                      55,199    $  28    $ 21,398    $ 13,716    $ 35,142

  Net income for period                                                               620         620

  Distributions:

    Land parcel                                                                      (845)       (845)
    Cash                                              --       --          --     (46,079)    (46,079)
                                              ----------    -----    --------    --------    --------    

Balance at April 30, 1997                         55,199    $  28    $ 21,398    $(32,588)   $(11,162)
                                              ==========    =====    ========    ========    ========


Company

Balance at February 19, 1997                          --    $  --    $ 12,190    $     --    $ 12,190
  Issuance of common stock                     2,549,281       24         (24)         --          --
  Cash paid for shares redeemed                       --       --        (141)         --        (141)
  Net loss (see Note 1)                               --       --          --        (864)       (864)
                                              ----------    -----    --------    --------    --------    

Balance at December 31, 1997                   2,549,281       24      12,025        (864)     11,185
  Issuance of common stock                       117,334        4         533          --         537
  Net income                                          --       --          --       3,304       3,304
                                              ----------    -----    --------    --------    --------    

Balance at December 31, 1998                   2,666,615    $  28    $ 12,558    $  2,440    $ 15,026
                                              ==========    =====    ========    ========    ========
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In thousands except share amounts)


<TABLE>
<CAPTION>
                                                                Predecessor                     Company            
                                                       ----------------------------  --------------------------- 
                                                                        For the         For the
                                                       For the year    four months   eight months  For the year 
                                                          ended           ended          ended         ended 
                                                       December 31,     April 30,     December 31,  December 31, 
                                                           1996            1997           1997          1998 
                                                       ------------    ------------   ------------  ------------
<S>                                                        <C>             <C>            <C>           <C>     
Cash flows from operating activities:
  Net income (loss)                                        $  4,162        $    620       $   (864)     $  3,304
  Adjustments to reconcile net income (loss) 
     to cash from Operating activities:                                                                              
  Depreciation and amortization                               5,972           2,006          3,398         4,764
  Deferred income taxes (benefit)                              (645)            480            (68)          147
  Accrued rent                                                   --              --            332      
  Provision for store closings and other                                                                
     Non-recurring/restructuring charges                      1,200              --            462            --
     Gain from sale of discontinued operations                   --              --             --          (388)
  Changes in current assets and liabilities:                                                            
  Accounts receivable                                            --              --           (231)         (831)
  Inventories                                                   (16)             38             89          (604)
  Payable to (due from) former parent                            64            (741)          (370)           --
  Accounts payable and accrued expenses                       2,761          (3,173)           880         9,849
  Other, net                                                   (596)            168         (1,334)       (1,441)
                                                           --------        --------         ------       -------
  Net cash provided (used) by operating activities           12,902            (602)         2,294        14,800
                                                           --------        --------         ------       -------
Cash flows from investing activities:                                                                   
  Capital expenditures                                       (6,095)         (1,763)        (3,336)      (12,876)
  Proceeds from disposition of property and                                                             
     equipment                                                   --          35,655            232           758
  Acquisition of Sybra, Inc., net of $886 cash                                                           
     acquired                                                    --              --        (13,614)           --
  Acquisition of Lyon's Restaurants Inc.                         --              --             --       (23,233)
  Acquisition of restaurant properties                           --              --             --        (5,642)
  Sale of subsidiary                                             --              --          5,000         2,955
  Proceeds from Old ICH liquidating trust                                                               
     (see Note 3)                                                --              --          2,790            --
  Other, net                                                    (94)             --            (65)          397
                                                           --------        --------         ------       -------
     Net cash provided (used) by investing                                                              
        activities                                           (6,189)         33,892         (8,993)      (37,641)
                                                           --------        --------         ------       -------
Cash flows from financing activities:                                                                   
  Borrowings on credit agreement                             28,758           9,299             --            --
  Repayment on credit agreement                             (45,285)        (10,384)            --            --
  Proceeds from issuance of long-term debt,                                                                 
     net of expenses                                             --              --         36,448        25,182
  Proceeds from debt to former parent                        11,000           3,772             --            --
  Repayment of debt to former owner of Sybra                     --              --        (23,772)           --
  Repayment of long-term debt and capital                                                               
     lease obligation                                            --            (306)        (1,603)       (2,930)
  Distribution to former owner of Sybra                          --         (46,079)            --      
  Loan element of sale/leaseback financing                       --           9,000             --      
  Other, net                                                     --              --           (456)        5,406
                                                           --------        --------         ------       -------
     Net cash provided (used) by financing                                                              
        activities                                           (5,527)        (34,698)        10,617        27,658
                                                           --------        --------         ------       -------
Net change in cash and cash equivalents                       1,186          (1,408)         3,918         4,817
Cash and cash equivalent at beginning period                  1,108           2,294            500         4,418
                                                           ========        ========       ========      ========
Cash and cash equivalent at end of period                  $  2,294        $    886       $  4,418      $  9,235
                                                           ========        ========       ========      ========
                                                                                                        
Supplemental non-cash disclosures:                                                                      
  Cash paid for                                                                                         
     Income taxes                                             3,335           1,029          1,085         1,841
     Interest                                                 2,368             606          3,622         6,035
  Note issued in acquisition of Sybra, Inc.                      --              --          2,000            --
</TABLE>                                             

                 See Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

1.      Organization, Business and Summary of Significant Accounting Policies:

        Organization

        I.C.H. Corporation (the "Company") is the post-reorganization successor
        to ICH Corporation ("Old ICH"). Old ICH, together with its subsidiaries,
        filed voluntary petitions for relief under Chapter 11 on
        October 10, 1995. The Company's plan of reorganization was confirmed
        February 7, 1997 and became effective on February 19, 1997 (the
        "Effective Date"). Until its acquisition of Sybra, Inc. (see Note 2),
        the Company had no significant business operations.

        On the Effective Date, all of the outstanding equity securities ("Old
        ICH Common Stock" and "Old ICH Preferred Stock", collectively the "Old
        ICH Stock") of Old ICH were canceled. The Company's Restated Certificate
        of Incorporation authorized the issuance of 9,000,000 shares of common
        stock and 1,000,000 shares of preferred stock. Holders of Old ICH Stock
        had two years from the Effective Date in which to exchange their
        canceled shares for the Company's common stock. Generally, holders of
        the canceled Old ICH shares received 0.0269 shares of the Company's
        common stock for each share of Old ICH Common Stock and 0.2 shares of
        the Company's common stock for each share of Old ICH Preferred Stock.
        2,549,281 shares of the Company's common stock were issued in exchange
        for Old ICH stock during the two year conversion period ending on 
        February 19, 1999.

        Business and Presentation

        The accompanying Consolidated Financial Statements labeled "Company"
        include the accounts of the Company and its wholly-owned subsidiaries,
        principally Sybra, Inc. ("Sybra") and Lyon's of California, Inc.
        ("Lyon's"). . All significant intercompany accounts and transactions
        have been eliminated. Included in the results of operations for the
        eight months ended December 31, 1997 are revenues and operating loss of
        $164 and $(188), respectively, for the period from February 19, 1997 to
        April 30, 1997 (the period prior to the acquisition of Sybra). In
        addition, cash flows for the period prior to the acquisition of Sybra
        consisting principally of cash from the sale of a subsidiary and from
        the Lone Star Liquidating Trust, are included in cash flows for the
        eight months ended December 31, 1997 (see Note 3).

        Sybra is considered to be a Predecessor of the Company and, accordingly,
        the historical financial statements of Sybra, prior to its acquisition
        by the Company on April 30, 1997, are presented with the accompanying
        financial statements of the Company. The acquisition of Sybra resulted
        in changes in the cost basis of Sybra's assets and liabilities, use of
        estimated lives for certain of the intangibles that are different from
        those used by the Predecessor and a different capital structure. These
        factors significantly affect the comparability of the Predecessor's
        financial information.



                                      F-7
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)


        Significant Accounting Policies

        Fiscal Year. The Company operates on a calendar year basis. Sybra,
        however, uses a 52/53 week fiscal year ending on the last Saturday of
        the year and Lyon's uses a 52/53 week fiscal year ending on the last
        Sunday of the year. Accordingly, the accompanying financial statements
        include Sybra's results for the periods ended December 28, 1996,
        April 30, 1997, December 27, 1997 and January 2, 1999 and Lyon's
        results for the period from the date of acquisition (December 14,
        1998) through January 3, 1999.

        Cash and Cash Equivalents. The Company considers all highly liquid
        investments with an original maturity of three months or less when
        purchased to be cash equivalents. Interest income on cash equivalents
        was $1, $1, $99 and $50 for the periods ended December 28, 1996, April
        30, 1997 (four months), December 31, 1997 (eight months) and December
        31, 1998, respectively.

        Food and Supplies Inventories. Food and supplies inventories are stated
        at the lower of cost or market. Cost is determined using the first-in,
        first-out (FIFO) method.

        Property and Equipment. Property and equipment is stated at cost less
        accumulated depreciation and amortization. Normal repairs and
        maintenance costs are expensed as incurred. Depreciation is being
        recorded on a straight-line basis over the following estimated useful
        lives:


                  Buildings                                 40 years
                  Restaurant equipment                      5-10 years


        Buildings under capitalized leases and leasehold improvements are
        amortized on a straight-line basis over the lesser of the lease term or
        the estimated useful lives of the assets.

        Intangibles. Franchise agreements with Arby's require Sybra to pay a
        franchise fee for each new restaurant developed and de minimis renewal
        fees for franchises that have expired. Each franchise agreement provides
        Sybra the right to operate an Arby's restaurant for a period of 20 years
        and is renewable by Sybra, subject to certain conditions, for varying
        terms of up to 20 years. Franchise fees are capitalized and amortized
        using the straight-line method over 40 years.

        Acquired royalty rights, representing the fair value of royalty rates of
        acquired franchises, are capitalized and amortized on a straight-line
        basis over 20 years or the remaining life of the franchise agreement,
        whichever is less.

        Equity in operating leases, representing the estimated fair value of
        base rental rates, less the actual rental obligation, is amortized on a
        straight-line basis over 20 years or the remaining life of the lease,
        including option periods, whichever is less.


                                      F-8
<PAGE>

        Goodwill is amortized using the straight-line method over 40 years. At
        each balance sheet date, the Company evaluates the realizability of
        goodwill based upon expectations of operating income for the restaurants
        as a group. The Company believes that no material impairment of goodwill
        exists at December 31, 1998.

        Income Taxes. Deferred income taxes are computed using the liability
        method, which provides that deferred tax assets and liabilities are
        recorded based on the differences between the tax bases of assets and
        liabilities and their carrying amounts for financial reporting purposes
        (see Note 11).

        Advertising Expenses. All advertising costs are expensed as incurred.
        Advertising expenses were approximately $9,400, $3,400, $5,000 and
        $10,600 for the periods ended December 28, 1996, April 30, 1997 (four
        months), December 31, 1997 (eight months) and December 31, 1998,
        respectively.

        Use of Estimates. The preparation of financial statements in conformity
        with generally accepted accounting principles requires management to
        make estimates and assumptions that affect the reported amounts of
        assets, liabilities, revenues and expenses in the financial statements
        and in the disclosure of contingent assets and liabilities. While actual
        results could differ from those estimates, management believes that
        actual results will not be materially different from amounts provided in
        the accompanying consolidated financial statements.

        Earnings Per Share. In 1997, the Company adopted SFAS No. 128, "Earnings
        Per Share," which requires presentation of both basic and diluted
        earnings per share. Basic net income per share is computed based on the
        weighted-average number of common shares outstanding during the year
        (see Note 10). Because the results for the eight months ended December
        31, 1997 reflect a net loss from continuing operations, basic and
        diluted loss per share are calculated based on the same weighted average
        number of shares outstanding.

        Net earnings per common share for the Predecessor is not presented as
        the per share results are not meaningful due to the changes resulting
        from the acquisition of Sybra (see Note 2).

        Segment Reporting. The Company adopted Statement of Financial Accounting
        Standards ("SFAS") No. 131 Disclosures about Segments of an Enterprise
        and Related Information during the year ended December 31, 1998. This
        Statement supercedes substantially all the reporting requirements
        previously required under SFAS No. 14 Financial Reporting for Business
        Segments of an Enterprise and establishes standards for reporting
        information about operating segments and requires certain disclosures
        about products and services, geographic areas and major customers.
        Under SFAS No. 131, the determination of segments to be reported in the
        financial statements is to be consistent with the manner in which
        management organizes and evaluates the internal organization to make
        operating decisions and assess performance. This statement also allows a
        Company to aggregate similar segments for reporting purposes. Management
        has determined that its operating units can be aggregated into one
        segment. Additionally, as the Company operates restaurants within the
        U.S. and no customer accounts for more than 10% of sales, no segment
        disclosures have been included in the accompanying notes to the
        consolidated financial statements.



                                      F-9
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

2.      Acquisitions

        Sybra, Inc.

        On April 30, 1997, the Company acquired all of the common stock of Sybra
        for $15,614 including related expenses and net of cash acquired of $886.
        The Company incurred $2,000 in acquisition indebtedness to the seller
        and paid the remainder in cash. Concurrently with the Company's
        acquisition of Sybra, Sybra entered into a sale/leaseback transaction
        with respect to 61 of its restaurant properties for approximately
        $44,200. The acquisition was recorded under the purchase method of
        accounting and, accordingly, the results of operations of Sybra
        commencing May 1, 1997 are included in the accompanying financial
        statements of the Company.

        The purchase price was allocated to identifiable tangible and intangible
        assets and liabilities based on their estimated fair values, with the
        excess of the purchase price over the fair value of such net assets
        acquired reflected as goodwill, as follows:

        Current assets                                                  $ 3,428
        Franchise rights                                                  3,865
        Other intangibles, excluding goodwill                             8,299
        Goodwill                                                         28,159
        Tangible assets                                                  20,342
        Liabilities assumed                                             (48,479)
                                                                        -------
        Purchase price                                                  $15,614
                                                                        =======

        Lyon's Restaurants, Inc.

        On December 14, 1998, the Company acquired substantially all of the
        assets of Lyon's restaurants for $22,600. The Company incurred $16,500
        in acquisition indebtedness and paid the remainder of the purchase price
        with cash and a $600 note payable to the seller. The Company also issued
        125,000 warrants to purchase shares of the Company's common stock at
        $.01 per share to USRP (Finance), LLC as part of the financing of the
        Lyon's acquisition. The acquisition was recorded under the purchase
        method of accounting.

        The purchase price was allocated to identifiable tangible and intangible
        assets and liabilities based on their estimated fair values, with the
        excess of the purchase price over the fair value of such net assets
        acquired reflected as goodwill, as follows:

        Current assets and liabilities, net                             $ 1,409
        Other intangibles, excluding goodwill                             2,057
        Goodwill                                                          7,734
        Tangible assets                                                  11,400
                                                                        -------
        Purchase price                                                  $22,600
                                                                        =======


                                      F-10
<PAGE>

3.      Old ICH Transactions

        On April 25, 1997, the Company exercised its option, pursuant to the
        reorganization plan of Old ICH, to sell all of the outstanding capital
        stock of Bankers Multiple Line Insurance Company ("BML"), a property and
        casualty insurer licensed in all fifty states, for its carrying value of
        $5,000.

        In February 1997, the Company received $2,790 in satisfaction of a
        receivable related to the Old ICH reorganization plan.

4.      Other Current Assets

        Other current assets consist of the following as of:

                                                 December 31,    December 31,
                                                    1997            1998
                                               --------------    ------------
        Due from Sybra's former parent               $  558           $  558
        Prepaid rent                                    971            1,040
        Other prepaid expenses                           36            2,875
                                               -------------     ------------
        Other current assets                         $1,565           $4,473
                                               =============     ============

5.      Intangibles

        Intangible assets, net, consist of the following as of:

                                                 December 31,    December 31,
                                                    1997            1998
                                               --------------    ------------
        Franchise rights                             $ 4,164        $ 4,921
        Other intangibles, excluding goodwill          8,024          7,803
        Goodwill                                      28,159         36,944
                                               --------------    ------------
        Total                                         40,347         49,668
        Less accumulated amortization                    877          2,206
                                               --------------    ------------
        Intangible assets, net                       $39,470        $47,462
                                               ==============    ============


6.      Property and Equipment

        Property and equipment, net, consist of the following as of:

                                                 December 31,      December 31,
                                                    1997              1998
                                               ---------------    ------------
        Land                                          $ 4,363      $ 1,263
        Buildings                                       1,890       10,335
        Leasehold improvements                         11,752       13,062
        Restaurant equipment                           11,539       19,089
        Construction in progress                          726        1,408
                                                      -------      -------

        Total                                          30,270       45,157
        Less accumulated depreciation and
             amortization                               5,574        5,016
                                                      -------      -------

        Property and equipment, net                   $24,696      $40,141
                                                      =======      =======


                                      F-11
<PAGE>

7.      Leases

        The Company leases substantially all of the land and buildings used in
        its restaurant operations under noncancelable leases with remaining
        lease terms of one to twenty years. In many cases, the leases provide
        for one or more renewal options. The leases generally require the
        Company to pay property taxes, insurance, maintenance and other
        operating costs of the properties. Some also require contingent rent
        payments based on a percentage of restaurant sales.

        Base rent expense for operating leases for the periods ended 
        December 28, 1996, April 30, 1997 (four months), December 31, 1997
        (eight months) and December 31, 1998 was approximately $4,149, $1,373 
        $5,520 and $9,525, respectively. Additional (contingent) payments were
        approximately $437, $130, $240 and $463 for the same periods,
        respectively.

        Immediately prior to its acquisition by the Company on April 30, 1997,
        Sybra entered into a sale/leaseback transaction in which Sybra sold land
        and buildings related to 61 restaurants for their fair value of $36,000
        and leased them back under twenty-year base term leases (classified as
        operating) with options that could, at Sybra's option, extend the leases
        an additional 20 years. As part of the sale/leaseback transaction, Sybra
        received an additional $9,000 in the form of a loan. Total proceeds of
        the transaction were $44,200, net of related expenses. The proceeds were
        distributed to Sybra's former parent. The lease payments escalate,
        requiring the Company to straight-line the rent expense over the term of
        the leases.

        The Company's future minimum rental commitments as of December 31, 1998
        for all noncancelable capital and operating leases are as follows:

                                                                     Operating
        Fiscal Year                             Capital Leases        Leases
        -------------------------------------   ---------------   -------------
         1999                                         $  939          $ 16,447
         2000                                            553            15,252
         2001                                            533            14,573
         2002                                            533            13,774
         2003                                            533            12,609
        Thereafter                                     1,685           106,948
                                                ---------------   -------------
        Total                                         $4,776          $179,603
                                                                  =============
        Less amount representing interest              1,703
                                                ---------------
        Present value of future minimum
              lease payments                           3,073
                                                ===============

                                      F-12
<PAGE>

8.      Accrued Liabilities

        Accrued liabilities consist of the following as of:

                                             December 31,         December 31,
                                                1997                 1998
                                          -----------------    ----------------
        Employee related                            $2,203             $ 3,243
        Property and other taxes                     1,122               4,436
        Insurance related                            2,303               1,690
        Other                                        3,117               3,374
                                          -----------------    ----------------
             Total                                  $8,745             $12,743
                                          =================    ================

  9.    Long-Term Debt

        Long-term debt consists of the following as of:

                                                December 31,        December 31,
                                                   1997                1998
                                               -------------        -----------
        Term loan, 10.63%, payable monthly
           through 2012                             $33,984            $32,319
        Loan, 14.50%                                  9,000              9,000
        Acquisition indebtedness due in 1999          2,000              2,000
        Term loan, 12.75% payable monthly through                     
           February 1, 2011                               -             16,500
        Other                                         1,448              8,213
                                               -------------        -----------
                                                     46,432             68,032
        Less:  current portion                        1,714              4,839
                                               -------------        -----------
             Total                                  $44,718            $63,193
                                               =============        ===========
                                                                    
        Concurrently with the acquisition of Sybra, the Company entered into a
        loan agreement that provides, on an aggregate basis, a $35,000
        fixed-rate term loan bearing interest at 10.63% with a weighted-average
        maturity of 12.5 years. The term loan is collateralized by substantially
        all of the restaurant equipment owned by Sybra. The proceeds of the term
        loan were used to fund the acquisition of Sybra and retire debt payable
        to Sybra's former parent assumed in the acquisition. The loan agreement
        contains covenants which require, among other things, the maintenance of
        a minimum fixed charge coverage ratio, restrictions that limit the
        payment of dividends, and other provisions and restrictive covenants.

        As mentioned in Note 7, as an element of the sale/leaseback transaction
        completed immediately before its acquisition by the Company, Sybra
        received $9,000 as a loan. The loan element of the transaction carries
        an interest rate of approximately 14.50% and may be repaid at any time
        without penalty. If not repaid prior to December 31, 1999, the loan will
        be repaid pursuant to a 20-year amortization schedule.


                                      F-13
<PAGE>

        On December 14, 1998, the Company entered into a term loan agreement
        for the acquisition of Lyon's Restaurants with USRP (Finance), LLC.
        The 12.75% term loan matures in 12 years and is collateralized by
        substantially all of the assets of Lyon's. The agreement contains
        covenants which require, among other things, the maintenance of a
        minimum fixed charge coverage ratio and other provisions and
        restrictive covenants.

        The Company also has 16 separate notes for the financing of equipment
        used in restaurants with a remaining principal balance ranging from $150
        to $785, interest rates ranging from 8.52% to 10.11% and an average
        remaining maturity of six years. These loans are collateralized by the
        underlying equipment.

        At December 31, 1998, long-term debt had a fair value that approximates
        the carrying value.

        The aggregate maturities of long-term debt at December 31, 1998 are as
        follows:

        Fiscal year
        ----------------------------------------------
        1999                       $ 4,839
        2000                         3,140
        2001                         3,490
        2002                         3,830
        2003                         4,098
        Thereafter                  48,635
                                   ---------
                                   $68,032
                                   =========

10.   Equity and Earnings Per Common Share

        As of February 19, 1997, the Company declared a dividend of one right
        (collectively, the "Rights") for each share of the Company's common
        stock. Each Right represents the right to purchase one one-thousandth of
        a share of Series A Junior Participating Preferred Stock (the "Junior
        Preferred Stock"). The Rights, as amended, have an exercise price of
        $20.00 per right and are exercisable until February 19, 2007. Ten
        thousand shares of the Company's authorized preferred stock have been
        designated as the Junior Preferred Stock and have been reserved for
        issuance upon the exercise of the Rights. The Rights are not exercisable
        until the occurrence of those "triggering events" detailed in the Rights
        Agreement by and between the Company and the Mid-America Bank of
        Louisville and Trust Company. Upon the occurrence of any of such
        triggering events, all holders of Rights (other than the holder that
        caused the triggering event to occur) will thereafter have the right to
        receive upon exercise that number of shares of the Company's common
        stock having a market value of two times the exercise price of the
        Right. The Junior Preferred Stock has voting rights equal to 1,000 votes
        per share and is entitled to receive dividends, on a cumulative basis,
        payable in cash, equal to 1,000 times the aggregate per share amount of
        all cash dividends or all non-cash dividends or other distributions
        declared on the Company's common stock. Upon liquidation, the Junior
        Preferred Stock is entitled to receive an aggregate amount per share
        equal to 1,000 times the aggregate amount to be distributed per share to
        the holders of shares of common stock plus any accrued and unpaid
        dividends.


                                      F-14
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

11.     Income Taxes

        The provision (benefit) for income taxes consists of:

<TABLE>
<CAPTION>
                               Predecessor                    Company
                    ------------------------------   ---------------------------
                                      For the         For the
                     For the year   four months     eight months    For the year
                        ended          ended            ended          ended
                     December 28,     April  30,     December 31,   December 31,
                         1996           1997            1997           1998
                    -------------  -------------  --------------   -------------
<S>                     <C>           <C>             <C>            <C>    
         Current        $3,043        $(46)           $(185)         $1,841
         Deferred         (645)        480              (68)            302
                    -------------  -------------  --------------   ------------
                        $2,398        $434            $(253)         $2,143
                    =============  =============  ==============   ============
</TABLE>

         Significant components of the Company's deferred tax assets and
         liabilities are as follows:

<TABLE>
<CAPTION>
                                                   December 31,    December 31,
                                                       1997           1998
                                                ---------------   --------------
<S>                                                     <C>            <C>    
   Property and equipment                               $2,963          $2,106
   Accrued liabilities and other                         1,906           6,531
                                                ---------------   --------------
   Deferred tax assets                                   4,869           8,637
   Deferred tax liability - intangible assets           (4,060)         (4,188)
   Valuation allowance                                  (1,460)           (741)
                                                ---------------   --------------
   Net deferred tax assets (liabilities)                $ (651)         $3,708
                                                ===============   ==============
                                                                     
   Current deferred tax assets                          $1,257          $1,137
   Non-current deferred tax assets (liabilities)        (1,908)          2,571
                                                ---------------   --------------
   Net deferred tax assets (liability)                  $ (651)         $3,708
                                                ===============   ==============
</TABLE>                                                            

        The Company's tax basis in real estate exceeds its book basis, resulting
        in a deferred tax asset of $1,460 using a 34% federal rate. The Company
        recorded a full valuation allowance against this deferred tax asset due
        to the uncertainty surrounding its realizability as of February 19,
        1997.

                                      F-15
<PAGE>

        On April 25, 1997, the Company sold its interest in the stock of BML
        which generated a significant tax loss (see Note 3). Due to limitations
        pursuant to the Internal Revenue Code and Treasury regulations
        thereunder, no deferred tax asset has been recorded for the capital loss
        carry forward due to the uncertainty of its existence and realizability.

        A reconciliation of the Federal statutory income tax rate to the
        Company's effective tax rate follows:

<TABLE>
<CAPTION>
                                      Predecessor                   Company
                           -------------------------  -------------------------
                                       For the four     For the
                             For the      months     eight months   For the
                            year ended     ended         ended     year ended
                             December    April 30,   December 31,   December
                             28, 1996      1997          1997         1998
                           -----------   ----------   ----------  ------------
<S>                            <C>            <C>         <C>       <C>    
Expected tax expense, at
    the federal statutory
    rate of 35%                $2,296         $369        $(391)     $1,720
State income taxes, net            39           53          (31)        256
Other, net                         63           12          169         167
                           -----------   ----------   ----------  ------------
                               $2,398         $434        $(253)     $2,143
                           ===========   ==========   ==========  ============
</TABLE>


  12.   Stock Option Plans

        The Company has two fixed option plans, the I.C.H. Corporation 1997
        Employee Stock Option Plan, as amended (the "ESP"), and the I.C.H.
        Corporation 1997 Director Stock Option Plan (the "DSP"). Under the ESP,
        the Company may grant incentive stock options with specific vesting
        periods and non-qualifying options to eligible officers and employees
        for the purchase of up to an aggregate of 1,500,000 shares of common
        stock. Under the DSP, the Company may grant non-qualifying options to
        eligible directors for the purchase of up to an aggregate of 400,000
        shares of common stock. Under both plans, the exercise price of each
        option is equal to the estimated fair value of the Company's stock on
        the date of grant. Stock options granted under the ESP have 10-year
        terms and generally vest ratably over four years. Options granted under
        the DSP also have 10-year terms.

        A summary of the Company's stock option plans as of December 31, 1998
        and the changes during the two years ended December 31, 1998 are
        presented as follows:

<TABLE>
<CAPTION>
                                                    Options    Weighted-average
                                                                 exercise price
                                                   ---------   ----------------
<S>                                                 <C>               <C>  
        Outstanding at January 1, 1997                 -                -  
        Granted                                     882,000          $ 3.19
        Exercised                                      -                -   
        Canceled                                       -                -    
                                                   --------         -------  

        Outstanding at December 31, 1997            882,000          $ 3.19
        Granted                                     169,000          $ 4.38
        Exercised                                  (117,000)         $(2.17)
        Canceled                                       -                -    
                                                   --------         -------  
        Outstanding at December 31, 1998            934,000          $ 3.36
                                                   ========         =======
        Exercisable at December 31, 1998            140,000          $ 3.03   
                                                   ========         =======  
</TABLE>

                                      F-16
<PAGE>

        The following table summarizes information about stock options
        outstanding at December 31, 1998:

<TABLE>
<CAPTION>
                     -----------------------------------------------------------
                             Options Outstanding             Options Exercisable
                     -----------------------------------    --------------------
                                 Weighted-
                                  Average    Weighted-
    Range of                     Remaining    Average
 Exercise Prices                Contractual   Exercise                 Weighted-
                      Shares       Life         Price       Shares      Average
------------------   ---------  ------------  ----------    -------    --------
<S>                  <C>            <C>            <C>      <C>         <C> 
 $2.17 to $3.09      376,500        8.31           2.65      94,500     2.65
 $3.19 to $4.00      466,500        9.31           3.65      42,750     3.78
 $4.38 to $4.50       91,500        9.36           4.83       2,750     4.38
------------------   ---------  ------------  ----------    --------   ---------
 $2.17 to $4.50      934,500        8.99           3.36     140,000     3.03
==================   =========  ============  ==========    ========   =========
</TABLE>

        The Company applies APB Opinion 25 and related interpretations in
        accounting for its stock option plans. Accordingly, no compensation cost
        has been recognized for grants of stock options. Had compensation cost
        been determined in accordance with the provisions of SFAS No. 123,
        "Accounting for Stock Based Compensation," the net loss per share would
        have been changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                         For the year ended
                                                         December 31, 1998
                                                        -------------------
<S>                                                             <C>    
        Net income-as reported                                  $ 2,916
        Net income-pro forma                                    $ 2,779

        Basic per share - as reported                           $  1.14
                        - pro forma                             $  1.06
        Diluted per share - as reported                         $  1.01
                          - pro forma                           $   .96
</TABLE>

        The fair value of each option grant is estimated on the grant date using
        the Black-Scholes option-pricing model with the following assumptions: a
        risk-free interest rate range of 5.69%-6.35%; volatility factor of the
        expected market price of the Company's common stock of 46.6%; expected
        lives of 2-5 years; and a dividend yield of 0%. The fair value of each
        option as of December 31, 1998 was $5.19 per option.

  13.   Benefit Plans

        The Company maintains a defined contribution 401(k) plan known as the
        Sybra, Inc. Retirement Income Plan (the "Retirement Plan"). The
        Retirement Plan permits eligible employees to defer a portion of their
        compensation (1% to 15%, up to certain maximum limitations established
        by law) through payroll deductions. The Company may, at its discretion,
        contribute to the Retirement Plan on behalf of participating employees
        based on a matching formula or other method. No matching contributions
        were made to the Retirement Plan for 1997 and 1998. The Predecessor made
        contributions of $236 to the Retirement Plan for the period ended
        December 28, 1996.

                                      F-17
<PAGE>

  14.   Commitments and Contingencies

        Franchise agreements with Arby's

        The Development Agreement contains certain requirements regarding
        the number of units to be opened in the future. Should the Company fail
        to comply with the required development schedule or with the
        requirements for restaurants within areas covered by the Development
        Agreement, Arby's could terminate the exclusive nature of the Company's
        franchise and the Company would forfeit prepaid fees. However, the
        Company would no longer be obligated for any future unpaid fees required
        by the Development Agreement. The Development Agreement also provides
        Arby's with certain rights regarding the Company's business operations
        and any transfer of significant portions of assets owned by Sybra.
        Commitments under the Development Agreement require payments aggregating
        $1,190 over the next five (5) years.

        Legal proceedings

        Various legal proceedings are pending against the Company, all of which
        involve routine litigation incidental to the Company's businesses.

        The consequences of these matters are not presently determinable but, in
        the opinion of the management of the Company after consulting with legal
        counsel, the ultimate liability is not expected to have a material
        effect on the results of operations, financial position, liquidity or
        capital resources of the Company.

  15.   Non-recurring and Restructuring Charges

        During 1997, the Company recorded provisions totaling $1,497 related to
        (1) restructuring Sybra's operations in the Texas region, (2) buy-out of
        an employment contract with the former president of Sybra and (3)
        non-recurring expenses related to obtaining financing and maintaining
        Sybra's status as an Arby's franchisee.

  16.   Retiree Liability

        During 1998, the Company assumed the liabilities associated with a
        post-retirement healthcare and life insurance plan from The Lone Star
        Liquidating Trust in return for a lump sum cash payment of
        approximately $4.9 million. Health benefits under such plan include
        major medical insurance with deductible and co-insurance providers
        and are supplemental to Medicare benefits. The plan provides that
        current participants do not earn any future benefits and provides
        that certain of the participants pay for a portion of their
        coverage. The remainder of the costs, including premiums, are paid
        for on a current basis by the Company.

        The net present value of the healthcare and life insurance benefits
        liability at December 31, 1998 was approximately $4.9 million. The
        liability was calculated assuming a 7% discount rate applied to the
        estimated future cash flows. It also assumed that medical costs would
        initially increase at a rate of 10% per annum, declining over a period
        of 10 years to 5.75%.

        Active employees are not eligible for post retirement healthcare or life
        insurance benefits upon retirement.

                                      F-18
<PAGE>

17.     Discontinued Operations

        On June 30, 1998, the Company sold its Perry Park golf course and real
        estate development located in Owen County, Kentucky for $3.1 million in
        cash resulting in a gain of $388. The gain from discontinued operations
        of $388 included a gain from the recording of a deferred tax asset of
        $719. Sales and operating income for Perry Park are included in
        continuing operations due to their immateriality.

18.     Quarterly Data (unaudited)

        The results for each quarter include all adjustments which are, in the
        opinion of management, necessary for a fair presentation of the results
        of operations for the interim periods. Selected consolidated data for
        each quarter within 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
                                   First Quarter     Second Quarter    Third Quarter   Fourth Quarter
                                   -------------     --------------    -------------   --------------
<S>                                    <C>               <C>               <C>            <C>    
Year Ended December 31, 1997(a):
--------------------------------

Sales                                  $27,863           $28,987           $26,688        $29,343
Operating income                         1,324               163               865          2,040
Net income (loss)                      $   523           $  (698)          $  (492)       $   959

Basic income (loss) per share(b)              N/A               N/A           $  (.19)       $   .38

Year Ended December 31, 1998:
-----------------------------

Sales                                  $28,694           $ 31,244          $33,174        $46,920
Operating income                         1,862              2,317            2,235          4,680
Income (loss) from
     continuing operations                 293                531          $   476        $ 1,616
Net income (loss)                      $   293           $    531          $   864        $ 1,616

Income (loss) from
     continuing operations
       per share(b):
         Basic                         $   .11           $    .20          $   .18        $   .61
         Diluted                       $   .11           $    .18          $   .16        $   .56
</TABLE>


Note:   (a) The 1997 quarterly information presented here differs from the 
        accompanying 1997 Combined Statements of Operations as a result of 
        immaterial operations from Predecessor activities during 1997. 

        (b) The quarterly per share data has been restated to give effect to the
        actual number of Old ICH Shares that were converted to shares of Company
        common stock during the two year conversion period ended on February 19,
        1999.


                                      F-19
<PAGE>

                                INDEX TO EXHIBITS

    Exhibit                                                             Page
    Number                         Description                          Number

    2.1     First Amended Joint Plan of Reorganization Under Chapter 11
            (incorporated by reference to Exhibit B to Exhibit 99.1 to the
            Company's Form 8-K dated November 22, 1996)

    2.2     First Nonmaterial Modification to the First Amended Joint Plan of
            Reorganization Under Chapter 11 (incorporated by reference to
            Exhibit 2.2 to the Company's Form 8-K dated February 18, 1997)

    2.3     Letter to Robert T. Shaw, Henry W. Simon, Jr. and Russell L. Munsch
            agreeing to nonmaterial modification to the First Amended Joint Plan
            of Reorganization Under Chapter 11, as filed with the Bankruptcy
            Court (incorporated by reference to Exhibit 2.3 to the Company's
            Form 8-K dated February 18, 1997)

    2.4     Order confirming the First Amended Joint Plan of Reorganization
            under Chapter 11, as entered by the United States Bankruptcy Court
            for the Northern District of Texas, Dallas Division, on February 7,
            1997 (incorporated by reference to Exhibit 99.1 to the Company's
            Form 8-K dated February 18, 1997)

    2.5     Findings of Fact and Conclusions of Law in support of Order
            Confirming First Amended Joint Plan of Reorganization Under Chapter
            11 (incorporated by reference to Exhibit 99.2 to the Company's Form
            8-K dated February 18, 1997)

    3.1     Amended and Restated Certificate of Incorporation of I.C.H.
            Corporation (incorporated by reference to Exhibit 99.5 to the
            Company's Form 8-K dated February 19, 1997)

    3.2     Amendment No. 1 to Amended and Restated Certificate of Incorporation
            of I.C.H. Corporation (incorporated by reference to Exhibit 3.1 to
            the Company's Form 8-K dated January 15, 1998)

    3.3     Amended and Restated By-Laws of I.C.H. Corporation (incorporated by
            reference to Exhibit 99.6 to the Company's Form 8-K dated
            February 19, 1997)

    3.4     Amendment No. 1 to Amended and Restated By-Laws of I.C.H.
            Corporation (incorporated by reference to Exhibit 3.1 to the
            Company's Form 8-K dated February 10, 1998)


<PAGE>

    10.1    Form of Rights Agreement between I.C.H. Corporation and The
            Mid-America Bank of Louisville and Trust Company, which includes as
            Exhibit B thereto the Form of Rights Certificate (incorporated by
            reference to Exhibit 1 to the Company's Registration Statement on
            Form 8-A dated February 19, 1997)

    10.2    Amendment No. 1 to Rights Agreement between I.C.H. Corporation and
            The Mid-America Bank of Louisville and Trust Company (incorporated
            by reference to Exhibit 10.1 to the Company's Form 8-K dated
            February 10, 1998)

    10.3    Stock Purchase Agreement, dated as of February 7, 1997, by and
            between I.C.H. Corporation and Valcor, Inc. (incorporated by
            reference to Exhibit 10.02 to the Company's Quarterly Report on Form
            10-Q dated March 31, 1997)

    10.4    First Amendment to Stock Purchase Agreement, dated as of April 18,
            1997, by and between I.C.H. Corporation and Valcor, Inc.
            (incorporated by reference to Exhibit 10.03 to the Company's
            Quarterly Report on Form 10-Q dated March 31, 1997)

    10.5    Form of Loan Agreement by and between Sybra, Inc. and Atherton
            Capital Incorporated (incorporated by reference to Exhibit 10.04 to
            the Company's Quarterly Report on Form 10-Q dated March 31, 1997)

    10.6    Form of Promissory Note executed by Sybra, Inc. in favor of Atherton
            Capital Incorporated (incorporated by reference to Exhibit 10.05 to
            the Company's Quarterly Report on Form 10-Q dated March 31, 1997)

    10.7    Form of Leasehold/Deed of Trust Mortgage executed by Sybra, Inc. in
            favor of Atherton Capital Incorporated (incorporated by reference to
            Exhibit 10.06 to the Company's Quarterly Report on Form 10-Q dated
            March 31, 1997)

    10.8    Form of Security Agreement executed by Sybra, Inc. in favor of
            Atherton Capital Incorporated (incorporated by reference to Exhibit
            10.07 to the Company's Quarterly Report on Form 10-Q dated March 31,
            1997)

    10.9    Form of Master Lease by and between Sybra, Inc. and U.S. Restaurant
            Properties Operating L.P. (incorporated by reference to Exhibit
            10.08 to the Company's Quarterly Report on Form 10-Q dated March 31,
            1997)

    10.10   Employment Agreement, dated as of April 30, 1997, by and between
            I.C.H. Corporation and Charles N. Hyslop (incorporated by reference
            to Exhibit 10.09 to the Company's Quarterly Report on Form 10-Q
            dated March 31, 1997)

    10.11   Employment Agreement, dated as of April 30, 1978, by and between
            I.C.H. Cooperation and Donald P. Zima (incorporated by reference to
            Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q dated
            March 31, 1997)


<PAGE>

    10.12   Second Amended and Restated Employment Agreement, effective as of 
            September 1, 1998, by and between James R. Arabia and I.C.H.
            Corporation

    10.13   I.C.H. Corporation Amended and Restated 1997 Employee Stock Option
            Plan (incorporated by reference to Exhibit 10.24 to the Company's
            Quarterly Report on Form 10-Q date June 30, 1998)

    10.14   I.C.H. Corporation 1997 Director Stock Option Plan (incorporated by
            reference to Exhibit 10.14 to the Company's Annual Report on Form
            10-K dated December 31, 1997)

    10.15   Commitment Letter, dated July 25, 1997, between FFCA Acquisition
            Corporation and Sybra, Inc. (incorporated by reference to Exhibit
            10.15 to the Company's Annual Report on Form 10-K dated December 31,
            1997)

    10.16   Form of Loan Agreement between FFCA Acquisition Corporation and
            Sybra, Inc. (incorporated by reference to Exhibit 10.16 to the
            Company's Annual Report on Form 10-K dated December 31, 1997)

    10.17   Form of Promissory Note from Sybra, Inc. to FFCA Acquisition
            Corporation (incorporated by reference to Exhibit 10.17 to the
            Company's Annual Report on Form 10-K dated December 31, 1997)

    10.18   Form of Mortgage between Sybra, Inc. and FFCA Acquisition
            Corporation (incorporated by reference to Exhibit 10.18 to the
            Company's Annual Report on Form 10-K dated December 31, 1997)

    10.19   Asset Purchase Agreement, dated as of November 26, 1997, among Sybra
            of California, Inc., I.C.H. Corporation, William Brusslan, 294,
            Inc., American Food Concepts, Inc. and WEB Acquisition Company
            L.L.C. (incorporated by reference to Exhibit 10.19 to the Company's
            Annual Report on Form 10-K dated December 31, 1997)

    10.20   Development Agreement, dated as of October 30, 1997, between Arby's,
            Inc. and Sybra, Inc. (incorporated by reference to Exhibit 10.20 to
            the Company's Annual Report on Form 10-K dated December 31, 1997)

    10.21   Asset Purchase Agreement, dated as of February 18, 1998, between
            Sybra, Inc. and RGS Enterprises of New Jersey, Inc. (incorporated by
            reference to Exhibit 10.21 to the Company's Annual Report on Form
            10-K dated March 31, 1998)

    10.22   Asset Purchase Agreement, dated as of February 19, 1998, between
            Sybra, Inc., Wolverine Food Systems, Inc. and Wolverine Properties,
            G.P. (incorporated by reference to Exhibit 10.22 to the Company's
            Annual Report on Form 10-K dated March 31, 1998)

    10.23   Asset Purchase Agreement, dated as of March 11, 1998, among Sybra,
            Inc., Richard T. Morath, Toni F. Morath and certain affiliated
            Subchapter S Corporations (incorporated by reference to Exhibit
            10.23 to the Company's Quarterly Report on Form 10-Q dated June 30,
            1998)

<PAGE>

    10.24   Asset Purchase Agreement, dated as of August 14, 1998, among Lyon's
            of California, Inc., ICH Corporation and Lyon's Restaurants,
            Inc.(incorporated by reference to Exhibit 10.25 to the Company's
            Quarterly Report on Form 10-Q dated September 30, 1998)

    10.25   Amendment to Asset Purchase Agreement, dated as of October 6, 1998,
            among Lyon's of California, Inc., ICH Corporation and Lyon's
            Restaurants, Inc.(incorporated by reference to Exhibit 10.26 to the
            Company's Quarterly Report on Form 10-Q dated September 30, 1998)

    10.26   Commitment Letter dated February 17, 1999, between FFCA Acquisition
            Corporation and Sybra, Inc.

    27.1    Financial Data Schedule