AGREEMENT AND PLAN OF MERGER






                                  BY AND AMONG
                          GST TELECOMMUNICATIONS, INC.
                              GST MERGER SUB, INC.
                            ICON COMMUNICATIONS CORP.





                                 April 14, 1998


<PAGE>
                                TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I

                               TERMS OF THE MERGER............................1
1.1  Merger  .................................................................1
1.2  Time and Place of Closing................................................1
1.3  Effective Time...........................................................2
1.4  Articles of Incorporation................................................2
1.5  Bylaws  .................................................................2
1.6  Directors and Officers...................................................2
1.7  Treatment of Shares......................................................2

                          ARTICLE II

                       PAYMENT FOR SHARES.....................................3
2.1  Exchange Procedures......................................................3
2.2  Rights of Former Shareholders of ICON....................................4

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF ICON......................4
3.1  Corporate Organization; Requisite Authority to
     Conduct Business; Articles of Incorporation and
     By-Laws..................................................................4
3.2  Capitalization and Shareholdings.........................................5
3.3  Subsidiaries, Etc........................................................6
3.4  Authority Relative to and Validity of
     Agreements...............................................................6
3.5  Required Filings and Consents; No Conflict...............................7
3.6  Financial Statements.....................................................7
3.7  Absence of Certain Changes and Events....................................7
3.8  Taxes and Tax Returns....................................................9
3.9  Employee Benefit Plans..................................................10
3.10 Labor Matters...........................................................12
3.11 Properties..............................................................13
3.12 Trademarks, Patents and Copyrights......................................14
3.13 Legal Proceedings, Claims, Investigations, Etc..........................15
3.14 Licenses, Permits, Etc..................................................15
3.15 Insurance...............................................................16
3.16 Material Contracts......................................................16
3.17 Broker..................................................................17
3.18 Compliance with Laws; Environmental Matters.............................17
3.19 Illegal Payments........................................................18
3.20 Banks; Safe Deposit Boxes...............................................18
3.21 Complete Disclosure.....................................................18


                                          -i-
<PAGE>
                                                                            PAGE

                          ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF GST AND GST SUB.............18
4.1  Corporate Organization; Certificate of
     Incorporation and By-Laws...............................................18
4.2  Authority Relative to and Validity of
     Agreements..............................................................18
4.3  Required Filing and Consents; No Conflicts..............................19
4.4  Legal Proceedings, Claims, Etc..........................................20
4.5  Broker..................................................................20

                                    ARTICLE V

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF ICON...............20
5.1  Representations and Warranties True.....................................20
5.2  Performance of Covenants................................................20
5.3  No Proceedings..........................................................21
5.4  Agreements..............................................................21
5.5  Consents and Approvals..................................................21
5.6  Opinion of Counsel to the GST Companies.................................21

                                   ARTICLE VI

          CONDITIONS PRECEDENT TO OBLIGATIONS OF THE GST COMPANIES...........21
6.1  Representation and Warranties True......................................21
6.2  Performance of Covenants................................................22
6.3  No Proceedings..........................................................22
6.4  Agreements..............................................................22
6.5  Consents and Approvals..................................................22
6.6  Opinion of ICON's Counsel...............................................22
6.7  Material Changes........................................................22
6.8  Achievement of Minimum EBITDA...........................................22
6.9  Customer List...........................................................22
6.10 Corporate Records.......................................................22
6.11 Approval by Shareholders................................................23
6.12 Appraisal Rights........................................................23
6.13 Resignations............................................................23
6.14 Letters of Transmittal..................................................23
6.15 Repayment of Loan.......................................................23

                                   ARTICLE VII

                                 INDEMNIFICATION.............................23
7.1  Survival of Representations, Warranties and
     Agreements..............................................................23
7.2  Indemnification.........................................................23
7.3  Limitations on Indemnification..........................................25
7.4  Disposition of Escrow Amount............................................26
7.5  Procedure for Indemnification with Respect to
     Third-Party Claims......................................................26


                                      -ii-
<PAGE>
                                                                            PAGE

7.6  Procedure For Indemnification with Respect to
     Non-Third-Party Claims..................................................27

                                  ARTICLE VIII

                                    COVENANTS................................27
8.1  Covenants of ICON Regarding Conduct of Business
     Operations Pending the Closing..........................................27
8.2  No Other Negotiations...................................................29
8.3  Regulatory Approvals....................................................29
8.4  Employment Matters......................................................30
8.5  Additional Covenants of ICON and the GST
     Companies...............................................................30

                                   ARTICLE IX

                                  TERMINATION................................32
9.1  Termination by Any Party Hereto.........................................32

                                    ARTICLE X

                                 MISCELLANEOUS...............................32
10.1 Expenses................................................................32
10.2 Notices.................................................................32
10.3 Entire Agreement........................................................33
10.4 Binding Effect, Benefits, Assignments...................................33
10.5 Applicable Law..........................................................33
10.6 Consent to Jurisdiction.................................................33
10.7 Headings................................................................33
10.8 Counterparts............................................................34
10.9 Waiver; Consent.........................................................34
10.10 No Third Party Beneficiaries...........................................34
10.11 Gender.................................................................34
10.12 Access to Records......................................................34
10.13 Knowledge..............................................................34


                                      -iii-

<PAGE>
                              INDEX OF DEFINITIONS

TERM                                                                     SECTION
----                                                                     -------

Additional Documents.........................................................7.1
Affiliate....................................................................7.2
Agreement................................................Introductory Paragraphs
Articles of Merger...........................................................1.3
Audited Financial Statements.................................................3.6
Business.....................................................................3.1
Buyer Documents..............................................................4.2
Closing......................................................................1.2
Closing Date.................................................................1.2
COBRA.....................................................................3.9(f)
Code.....................................................Introductory Paragraphs
Cole Employment Agreement....................................................3.4
Contest Notice...............................................................7.6
Crowe Employment Agreement...................................................3.4
Damages...................................................................7.2(a)
DGCL.........................................................................1.1
Effective Time...............................................................1.3
Employee Benefit Plans....................................................3.9(a)
ERISA.....................................................................3.9(a)
Escrow Agent..............................................................1.7(c)
Escrow Agreement..........................................................1.7(c)
Escrowed Consideration....................................................1.7(c)
Exchange Agent...............................................................2.1
GAAP.........................................................................3.6
Governmental Authority.......................................................3.4
GST......................................................Introductory Paragraphs
GST Companies............................................Introductory Paragraphs
GST Parties...............................................................7.2(a)
GST Sub..................................................Introductory Paragraphs
ICON.....................................................Introductory Paragraphs
ICON Documents...............................................................3.4
ICON Rights..............................................................3.12(a)
ICON Stock................................................................1.7(b)
Indemnifiable Claim(s)....................................................7.2(a)
Indemnification Agreement....................................................3.4
Indemnification Notice.......................................................7.5
Indemnified Party.........................................................7.3(c)
Indemnifying Party........................................................7.3(c)
Liabilities..................................................................3.7
Liens.....................................................................3.2(a)
Material Adverse Effect......................................................3.1
Merger.......................................................................1.1
Merger Consideration......................................................1.7(c)
Non-Third Party Claim Indemnification Notice.................................7.6
Permits.....................................................................3.14
Restrictive Covenant Agreements..............................................3.4
Service...................................................................3.8(b)
Shareholders..............................................................1.7(c)
Shareholders' Agent..........................................................7.4
Surviving Corporation........................................................1.1
Taxes.....................................................................3.8(a)
Tax Return................................................................3.8(a)

                                      -iv-

<PAGE>



Termination Date.............................................................8.2
WBCA.........................................................................1.1


                                       -v-

<PAGE>
                                INDEX TO EXHIBITS
                                -----------------


EXHIBIT

A.......................................................Form of Escrow Agreement
B..................................................Form of Letter of Transmittal
C.....................Form of Restrictive Covenant and Confidentiality Agreement
D..............................................Form of Indemnification Agreement
E....................................Form of Leslie N. Cole Employment Agreement
F......................................Form of Donald Crowe Employment Agreement
G..........................................Opinion of Counsel to GST and GST Sub
H.....................................................Opinion of Counsel to ICON



                                      -vi-

<PAGE>
                             INDEX TO SCHEDULES*
                             ------------------


SCHEDULES

3.1.......................................................Foreign Qualifications
3.2...........................Capitalization; Allocation of Merger Consideration
3.5................................................Required Filings and Consents
3.6....................................................ICON Financial Statements
3.7...................................................Certain Changes and Events
3.9.......................................................Employee Benefit Plans
3.10...............................................................Labor Matters
3.11..................................................................Properties
3.12.................................................................ICON Rights
3.14.....................................................................Permits
3.15...................................................................Insurance
3.16..........................................................Material Contracts
3.20...................................................Banks; Safe Deposit Boxes
4.3................................................Required Filings and Consents


--------------
*    In accordance with Item 601 of Regulation S-K, the Registrant has not filed
     the  schedules  to  this   Agreement   with  the  Securities  and  Exchange
     Commission.  The Registrant undertakes to supplementally  provide a copy of
     such schedules to the Securities and Exchange Commission upon request.

                                      -vii-

<PAGE>
                          AGREEMENT AND PLAN OF MERGER

                  AGREEMENT  AND PLAN OF MERGER  (the  "Agreement"),  dated this
14th day of April, 1998, by and among GST Telecommunications,  Inc., a federally
chartered  Canadian  corporation  ("GST"),  GST  Merger  Sub,  Inc.,  a Delaware
corporation ("GST Sub"), and ICON Communications Corp., a Washington corporation
("ICON").  GST and GST Sub are  collectively  referred  to  herein  as the  "GST
Companies."

                              W I T N E S S E T H:

                  WHEREAS, the Boards of Directors of the GST Companies and ICON
are of the  opinion  that  the  transactions  described  herein  are in the best
interests of the parties hereto and their respective stockholders; and

                  WHEREAS, the transactions  described herein have been approved
by GST, the sole stockholder of GST Sub; and

                  WHEREAS,  the  parties  hereto  intend  that the  transactions
described  herein qualify for federal income tax purposes as a  "reorganization"
within the meaning of Section  368(a) of the Internal  Revenue Code of 1986,  as
amended (the "Code");

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
representations,  warranties, covenants and agreements herein contained, each of
GST, GST Sub and ICON hereby agrees as follows:

                                    ARTICLE I

                               TERMS OF THE MERGER

                  Section 1.1  MERGER.  Subject to the terms and  conditions  of
this Agreement, at the Effective Time (as hereinafter defined), GST Sub shall be
merged with and into ICON, in accordance  with the  provisions of the Washington
Business  Corporation  Act (the "WBCA") and the General  Corporation  Law of the
State of Delaware (the "DGCL") and with the effect  provided in the WBCA and the
DGCL (the "Merger").  ICON shall be the surviving corporation of the Merger (the
"Surviving  Corporation"),  and it shall be a wholly-owned subsidiary of GST and
shall continue to be governed by the laws of the State of Washington. The Merger
shall be  consummated  pursuant to the terms of this  Agreement,  which has been
approved  and adopted by the  respective  Boards of Directors of each of the GST
Companies and ICON.

                  Section  1.2 TIME AND PLACE OF  CLOSING.  The  closing  of the
transactions  contemplated  hereby (the "Closing")  shall take place on the date
that the  Effective  Time  occurs or at such other time as the  parties,  acting
through their  authorized  officers,  may mutually agree (the date on which such
closing occurs being hereinafter referred to as the "Closing Date"). The Closing
shall


<PAGE>
be held at the  office  of the  GST  Companies,  4001  Main  Street,  Vancouver,
Washington  98663 or at such other place or in such other manner as the parties,
acting through their authorized officers, may mutually agree.

                  Section 1.3 EFFECTIVE TIME. The Merger and other  transactions
contemplated  by this  Agreement  shall become  effective on the date and at the
time the  Articles of Merger  reflecting  the Merger (the  "Articles of Merger")
shall become  effective  with the  Secretary of State of the State of Washington
(the  "Effective  Time").  Subject to the terms and  conditions  hereof,  unless
otherwise mutually agreed upon in writing by authorized  officers of each party,
the parties shall use their  reasonable  efforts to cause the Effective  Time to
occur  three  business  days  following  the  date  upon  which  the last of the
conditions  set forth in Articles V and VI of this  Agreement  is  satisfied  or
waived.

                  Section  1.4  ARTICLES  OF  INCORPORATION.   The  Articles  of
Incorporation of ICON in effect immediately prior to the Effective Time shall be
the Articles of  Incorporation  of the  Surviving  Corporation  until  otherwise
amended or repealed.

                  Section 1.5 BYLAWS.  The Bylaws of ICON in effect  immediately
prior to the  Effective  Time shall be the Bylaws of the  Surviving  Corporation
until otherwise amended or repealed.

                  Section 1.6 DIRECTORS  AND  OFFICERS.  Subject to Section 6.13
hereof,  the directors and officers of ICON in office  immediately  prior to the
Effective  Time,  together  with such  additional  persons as may  thereafter be
elected,  shall serve as the respective  directors and officers of the Surviving
Corporation  from and after the Effective Time in accordance  with the Bylaws of
the Surviving Corporation.

                  Section 1.7 TREATMENT OF SHARES.  Subject to the provisions of
this Section 1.7 and  Sections 2.1 and 2.2 hereof,  at the  Effective  Time,  by
virtue  of the  Merger  and  without  any  action  on the part of ICON,  the GST
Companies  or  the  stockholders  of any of the  foregoing,  the  shares  of the
constituent corporations to the Merger shall be converted as follows:

                  (a) Each outstanding  share of capital stock of GST issued and
outstanding  immediately  prior to the  Effective  Time shall remain  issued and
outstanding from and after the Effective Time.

                  (b) All of the  shares  of  Common  Stock,  $.01 par value per
share, of GST Sub issued and outstanding immediately prior to the Effective Time
shall cease to be  outstanding  and shall be converted in the aggregate into 100
shares of Common Stock, without par value, of ICON (the "ICON Stock").


                                       -2-

<PAGE>
                  (c) All of the  shares of ICON Stock  issued  and  outstanding
immediately  prior to the Effective Time shall cease to be outstanding and shall
be  converted,  in the  aggregate,  into the  right to  receive  the sum of U.S.
$23,800,000 (the "Merger  Consideration"),  payable as hereinafter provided. The
Merger  Consideration  shall be allocated among each of the shareholders of ICON
(the  "Shareholders") in accordance with each Shareholder's  proportionate share
of the total number of outstanding  shares of ICON Stock at the Effective  Time.
The Merger  Consideration  to be  delivered  on the Closing Date to the Exchange
Agent (as hereinafter defined) shall be reduced by:

                       (i)   8%   of   the   amount   thereof   (the   "Escrowed
Consideration")  in  connection  with the  indemnification  by ICON set forth in
Section 7.2 hereof (such reduction to be allocated among all of the Shareholders
in proportion to the number of shares of ICON Stock owned by each Shareholder at
the Effective Time),  which shall be deposited with Tousley Brain,  PLLC, as the
Escrow Agent (the "Escrow Agent"),  to be held and applied pursuant to the terms
and conditions of the Escrow  Agreement to be entered into by and among GST, GST
Sub and the  Shareholders'  Agent (as hereinafter  defined),  a copy of which is
attached hereto as Exhibit A (the "Escrow Agreement");

                       (ii) $99,998.00 to pay the  Shareholders'  Closing costs,
which amount shall be deposited  into a segregated  account  maintained by ICON,
provided that any moneys remaining in such account on September 1, 1998 shall be
deposited with the Escrow Agent for investment and distribution  pursuant to the
terms of the Escrow Agreement; and

                       (iii)   $2,123,900.00   to  fund  the  Call   Option  (as
hereinafter defined),  which amount shall be deposited into a segregated account
maintained by ICON.

                                   ARTICLE II

                               PAYMENT FOR SHARES

                  Section 2.1  EXCHANGE  PROCEDURES.  Prior to the date  hereof,
ICON has mailed to all of the Shareholders letters of transmittal in the form of
Exhibit B hereto (the  "Letters of  Transmittal"),  which ICON shall cause to be
delivered  to Montreal  Trust  Company of Canada  (the  "Exchange  Agent").  The
Exchange Agent may establish  reasonable  and customary  rules and procedures in
connection with its duties  hereunder.  After the Effective Time, each holder of
shares  of ICON  Stock  issued  and  outstanding  at the  Effective  Time  shall
surrender  the  certificate  or  certificates  representing  such  shares to the
Exchange  Agent and shall  upon  surrender  thereof  and the  occurrence  of the
Effective Time, be entitled to receive in exchange therefor,  subject to Section
1.7(c) hereof, such holder's proportionate share of the Merger

                                       -3-

<PAGE>
Consideration.  GST shall not be  obligated  to deliver  the  proportion  of the
Merger  Consideration  to which any former holder of ICON Stock is entitled as a
result of the Merger until such holder  surrenders such holder's  certificate or
certificates  representing  the shares of ICON Stock for exchange as provided in
this Section 2.1. The  certificate or  certificates of ICON Stock so surrendered
shall be duly endorsed as the Exchange Agent may require. Any other provision of
this Agreement notwithstanding, neither the GST Companies nor the Exchange Agent
shall be liable  to a holder of ICON  Stock  for any  amounts  paid or  property
delivered  in  good  faith  to a  public  official  pursuant  to any  applicable
abandoned  property  law.  Execution  and  delivery by the  Shareholders  to the
Exchange Agent of the Letters of Transmittal and their  certificates  for shares
of ICON Stock shall  constitute  ratification of the appointment of the Exchange
Agent.

                  Section  2.2  RIGHTS OF FORMER  SHAREHOLDERS  OF ICON.  At the
Effective Time, the stock transfer book of ICON shall be closed as to holders of
ICON Stock immediately prior to the Effective Time and no transfer of ICON Stock
by any such holder shall thereafter be made or recognized. Until surrendered for
exchange in accordance  with the  provisions  of Section 2.1 of this  Agreement,
each certificate  theretofore  representing  shares of ICON Stock shall from and
after the  Effective  Time  represent for all purposes only the right to receive
the proportion of the Merger  Consideration to which the holder thereof shall be
entitled, subject, however, to the Surviving Corporation's obligation to pay any
dividends  or make  any  other  distributions  with a record  date  prior to the
Effective Time that have been declared or made by ICON in respect of such shares
of ICON Stock in  accordance  with the terms of this  Agreement  and that remain
unpaid at the Effective Time.

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF ICON

                  ICON hereby  represents  and warrants to the GST  Companies as
follows:

                  Section 3.1  CORPORATE  ORGANIZATION;  REQUISITE  AUTHORITY TO
CONDUCT BUSINESS;  ARTICLES OF INCORPORATION AND BY- LAWS. ICON is a corporation
duly  organized and validly  existing under the laws of the State of Washington.
ICON has  provided  the GST  Companies  with  true and  complete  copies  of its
Articles of  Incorporation  (certified by the secretary of State of the state of
Washington and By-laws  (certified by the Secretary of ICON) as in effect on the
date hereof.  The minute books of ICON  heretofore made available for inspection
and  copying  by the GST  Companies  and its  representatives  contain  true and
complete records of all meetings and consents in lieu of meeting of ICON's Board
of Directors and of the Shareholders since the incorporation of ICON,

                                       -4-

<PAGE>
which accurately  reflect in all material respects all transactions  referred to
in such minutes and consents in lieu of meeting.  ICON has all  corporate  power
and  authority  to own,  operate  and lease its  properties  and to carry on its
business  as the same is now  being  conducted  (the  "Business").  ICON is duly
qualified  or  licensed  to do  business  and is in good  standing  as a foreign
corporation in those jurisdictions  listed on Schedule 3.1 hereto, which are all
of the  jurisdictions  in which the conduct of its business or the  ownership or
leasing of its properties requires it to be so qualified or licensed, other than
such jurisdictions in which the failure to be so qualified or licensed would not
have a material  adverse effect upon the business,  operations (as now conducted
or as presently proposed to be conducted), assets, properties, prospects, rights
or condition (financial or otherwise), of ICON (a "Material Adverse Effect").

                  Section 3.2 CAPITALIZATION AND SHAREHOLDINGS.

                  (a) The authorized capital stock of ICON consists of 5,000,000
shares of ICON Stock,  of which 3,010,842 are issued and outstanding on the date
hereof,  and are owned of record and  beneficially  as set forth on Schedule 3.2
hereto.  Schedule  3.2  hereto  also sets  forth the  proportion  of the  Merger
Consideration  to  be  received  by  each  Shareholder   (such  proportion  also
representing  the proportion of the Escrowed  Consideration  to be withheld from
each Shareholder). There are no other shares of capital stock authorized, issued
or outstanding,  nor are there any shares of capital stock held in treasury. The
Shareholders  own all of the ICON  Stock  free and clear of all  liens,  claims,
charges, encumbrances and security interests of any kind or character whatsoever
(collectively, "Liens"). The Shareholders have full right, power, legal capacity
and  authority  to transfer and deliver the ICON Stock in the Merger and none of
the Shareholders or ICON is a party to or bound by any agreements,  arrangements
or  understandings  restricting in any manner the sale or transfer of any shares
of ICON  Stock.  The  capital  stock of ICON is duly  authorized  and all issued
capital  stock  has  been  duly  and  validly  issued  and  is  fully  paid  and
non-assessable  and free of preemptive  rights.  Except as set forth on Schedule
3.2, there is not outstanding,  and none of the Shareholders or ICON is bound by
or  subject  to, any  subscription,  option,  warrant,  call,  right,  contract,
commitment,  agreement,  understanding  or  arrangement  to issue any additional
shares of capital  stock of ICON,  including any right of conversion or exchange
under any outstanding security or other instrument,  and no shares of ICON Stock
are reserved for issuance for any purpose.

                  (b) ICON  has  properly  exercised  in its  entirety  the Call
Option (as defined in that certain Investors' Rights Agreement dated as of March
26, 1997, by and among ICON and the investors named therein).


                                       -5-

<PAGE>
                  Section 3.3 SUBSIDIARIES,  ETC. ICON does not own (directly or
indirectly)  any  equity  interest  in  any  corporation,  partnership,  limited
liability company, joint venture, association or other entity.

                  Section 3.4 AUTHORITY  RELATIVE TO AND VALIDITY OF AGREEMENTS.
ICON and each of the Shareholders, to the extent a party thereto, has full power
and authority,  corporate and otherwise,  to execute and deliver this Agreement,
the Escrow Agreement,  the Restrictive  Covenant and Confidentiality  Agreements
among GST, GST Sub and certain of the  Shareholders to be dated the Closing Date
and in the form of Exhibit C hereto (the "Restrictive Covenant Agreements"), the
Indemnification  Agreement among GST, GST Sub and certain of the Shareholders to
be  dated  the  Closing   Date  and  in  the  form  of  Exhibit  D  hereto  (the
"Indemnification  Agreement"),  the Employment  Agreement between Leslie N. Cole
and ICON to be dated the  Closing  Date and in the form of Exhibit E hereto (the
"Cole Employment  Agreement") and the Employment  Agreement between Donald Crowe
and ICON to be dated the  Closing  Date and in the form of Exhibit F hereto (the
"Crowe  Employment  Agreement"  and  together  with this  Agreement,  the Escrow
Agreement,  the Restrictive Covenant Agreements,  the Indemnification  Agreement
and the Cole Employment  Agreement,  the "ICON  Documents") to which it is party
and to assume and  perform all of their  respective  obligations  hereunder  and
thereunder. The execution and delivery of the ICON Documents and the performance
by ICON and the  Shareholders  of their  respective  obligations  hereunder  and
thereunder have been duly authorized by ICON's Board of Directors and no further
action  or  authorization  on the  part of or with  respect  to ICON  including,
without  limitation,  any  action  or  authorization  by  the  Shareholders,  is
necessary  to  authorize  the  execution  and  delivery  by  them  of,  and  the
performance  of their  obligations  under,  the  ICON  Documents.  There  are no
corporate,  contractual,  statutory or other  restrictions  of any kind upon the
power and authority of ICON and each of the  Shareholders to execute and deliver
the ICON  Documents to which they are party and to consummate  the  transactions
contemplated  hereunder and thereunder  and no action,  waiver or consent by any
foreign, federal, state, municipal or other governmental department,  commission
or agency (a  "Governmental  Authority") is necessary to make the ICON Documents
valid and binding upon ICON and the  Shareholders  parties thereto in accordance
with their respective terms. At Closing, the ICON Documents shall have been duly
executed  and  delivered  by  ICON  and the  Shareholders  parties  thereto  and
constitute   the  legal,   valid  and  binding   obligations  of  ICON  and  the
Shareholders,  enforceable  against ICON and the Shareholders in accordance with
their  respective   terms,   subject  to  applicable   bankruptcy,   insolvency,
reorganization  and  moratorium  laws  and  other  laws of  general  application
affecting  the  enforcement  of  creditors'  rights and the fact that  equitable
remedies  or relief  (including,  but not  limited  to, the  remedy of  specific
performance)  are subject to the  discretion of the court from which such relief
may be sought.

                                       -6-

<PAGE>
                  Section 3.5 REQUIRED FILINGS AND CONSENTS; NO CONFLICT. Except
as set forth on Schedule 3.5 hereto,  neither  ICON nor any of the  Shareholders
are  required  to  submit  any  notice,  report  or other  filing to or with any
Governmental Authority in connection with the execution, delivery or performance
of the ICON  Documents.  The  execution,  delivery and  performance  of the ICON
Documents by ICON and the  Shareholders  parties thereto and the consummation of
the transactions  contemplated  thereby do not and will not (a) conflict with or
violate any law, regulation,  judgment, order or decree binding upon ICON or the
Shareholders,  (b)  conflict  with or violate any  provision  of the Articles of
Incorporation  or By-laws of ICON or (c) conflict  with or result in a breach of
any  condition or provision  of, or  constitute a default (or an event that with
notice or lapse of time or both would become a default)  under, or result in the
creation or imposition of any Lien upon any  properties or assets of ICON or the
Shareholders,  including  the  shares of ICON  Stock,  pursuant  to, or cause or
permit the  acceleration  prior to  maturity  of any amounts  owing  under,  any
indenture,  loan agreement,  mortgage, deed of trust, lease, contract,  license,
franchise or other agreement or instrument to which ICON or the Shareholders are
a party or which is or purports to be binding upon ICON or the  Shareholders  or
by which any of their respective  properties are bound. The execution,  delivery
and  performance  of the ICON  Documents  by ICON and the  Shareholders  parties
thereto and the consummation of the transactions  contemplated  thereby will not
result  in the  loss  of any  license,  franchise,  legal  privilege  or  permit
possessed by ICON or give a right of  termination  to any party to any agreement
or other  instrument to which ICON is a party or by which any of its  properties
are bound.

                  Section 3.6 FINANCIAL STATEMENTS.  Attached hereto as Schedule
3.6 are (a)  balance  sheets of ICON at  December  31,  1995,  1996 and 1997 and
related statements of income and retained earnings and changes in cash flows for
the years then ended (collectively the "Audited Financial  Statements"),  all of
which have been  certified  by Arthur  Andersen  LLP as having been  prepared in
accordance with generally accepted accounting  principles ("GAAP")  consistently
applied  throughout  the periods  indicated,  and (b) a balance sheet of ICON at
February 28, 1998 (the "Interim Balance  Sheet"),  certified by the President of
ICON as having been prepared in accordance with GAAP consistently  applied.  The
Audited Financial Statements and the Interim Balance Sheet (i) are true, correct
and complete in all material respects, (ii) are in accordance with the books and
records  of ICON,  and (iii)  fairly,  completely  and  accurately  present  the
financial  position  of ICON at the  dates  specified  and  the  results  of its
operations for the periods covered.

                  Section  3.7  ABSENCE OF CERTAIN  CHANGES  AND  EVENTS.  Since
December  31, 1997,  except as set forth on Schedule  3.7 hereto,  there has not
been with respect to ICON:

                                       -7-

<PAGE>
                       (i) any Material Adverse Effect;

                       (ii)  any  strike,  picketing,  work  slowdown  or  labor
disturbance;

                       (iii) any  damage,  destruction  or loss  (whether or not
covered by insurance) with respect to any material assets or properties;

                       (iv) any  redemption or other  acquisition  by it of ICON
Stock or any  declaration  or payment of any dividend or other  distribution  in
cash,  stock or property with respect thereto other than cash  distributions  to
the  Shareholders in an amount (not to exceed  $150,000) equal to taxable income
of the  Shareholders  based on  earnings  of ICON  during the  period  beginning
January 1, 1998 to the Closing Date  multiplied by the highest  maximum  Federal
income tax rate applicable to each such Shareholder, all as accurately reflected
on Schedule 3.7 hereto;

                       (v) any entry into any material commitment or transaction
(including, without limitation, any borrowing or capital expenditure) other than
in the ordinary course of business or as contemplated by this Agreement;

                       (vi) any  transfer  of,  or  rights  granted  under,  any
material  leases  or ICON  Right  (as  hereinafter  defined)  other  than  those
transferred or granted in the ordinary  course of business and  consistent  with
past practice;

                       (vii) any Lien on any assets or properties  except in the
ordinary  course  of  business;  any  payment  of  any  debts,   liabilities  or
obligations (the  "Liabilities")  of any kind other than  Liabilities  currently
due; any  cancellation  of any debts or claims or forgiveness of amounts owed to
ICON;

                       (viii) any  change in  accounting  principles  or methods
(except insofar as may have been required by a change in GAAP); or

                       (ix)  other  than in the  usual  and  ordinary  course of
business,  any  increase in amounts  payable by ICON to or for the benefit of or
committed  to be paid by ICON to or for the  benefit of any  officer,  director,
Shareholder,  consultant,  agent or employee of ICON, in any capacity, or in any
benefits  granted  under any  bonus,  stock  option,  profit  sharing,  pension,
retirement,  deferred  compensation,  insurance,  or other  direct  or  indirect
benefit plan with respect to any such person,  except for (A) severance payments
to employees of ICON who are parties to agreements  with ICON in existence at or
prior to the date hereof and which agreements  require such payments to be made,
which payments shall  aggregate no greater than $900,000 and (B) such reasonable
employee bonuses which the Board of Directors of ICON shall, in its reasonable

                                       -8-

<PAGE>
judgment,  elect to pay, in the case of (A) and (B) as set forth on Schedule 3.7
hereto showing the use and allocation of such funds.

Since  December 31, 1997,  ICON has  conducted its business only in the ordinary
course  and in a  manner  consistent  with  past  practice  and has not made any
material change in the conduct of its business or operations.  Without  limiting
the generality of the foregoing,  since December 31, 1997, ICON has not made any
payments  (except in the  ordinary  course of  business  and in amounts and in a
manner  consistent  with past  practice  and the terms of such Plans)  under any
Employee Benefit Plan (as hereinafter  defined) or to any employee,  independent
contractor or consultant,  entered into any new Employee Benefit Plan or any new
consulting agreement,  granted or established any awards under any such Employee
Benefit Plan or agreement,  in any such case providing for payments of more than
$5,000 or adopted or otherwise amended any of the foregoing.

                  Section 3.8 TAXES AND TAX RETURNS.

                  (a) For purposes of this  Agreement (i) the term "Taxes" shall
mean all taxes,  charges,  fees,  levies,  customs,  duties or other assessments
including, without limitation,  income, gross receipts, excise, property, sales,
license,  payroll and  franchise  taxes,  imposed by the United  States,  or any
state,  local or foreign  government or subdivision  or agency  thereof  whether
computed on a unitary,  combined or any other basis; and such term shall include
any interest  and  penalties or additions to tax; and (ii) the term "Tax Return"
shall mean any report,  return or other  information  required to be filed with,
supplied to or otherwise made available to a taxing authority in connection with
Taxes.

                  (b) ICON  has (i)  duly  filed  with  the  appropriate  taxing
authorities  all Tax Returns  required to be filed by or with  respect to it, or
such Tax Returns are properly on extension,  and all such duly filed Tax Returns
are true, correct and complete in all material respects,  and (ii) ICON has paid
in full  or made  adequate  provisions  for on the  Interim  Balance  Sheet  (in
accordance  with GAAP) all Taxes shown to be due on such Tax Returns.  There are
no Liens for  Taxes  upon the  assets of ICON  except  for  statutory  Liens for
current  Taxes not yet due and payable or that may  thereafter  be paid  without
penalty or are being  contested in good faith.  ICON has not received any notice
of audit,  is not undergoing any audit of its Tax Returns,  and has not received
any notice of deficiency or assessment from any taxing authority with respect to
liability  for Taxes of ICON which has not been  fully paid or finally  settled.
There have been no waivers of statutes of  limitations  by ICON with  respect to
any Tax  Returns  that  relate to ICON.  ICON has not  filed a request  with the
Internal  Revenue  Service (the  "Service")  for changes in  accounting  methods
within the last two years,  which  change would  affect the  accounting  for tax
purposes, directly or indirectly, of ICON.


                                       -9-

<PAGE>
                  Section 3.9 EMPLOYEE BENEFIT PLANS.

                  (a) Listed on Schedule  3.9 is a true,  accurate  and complete
list of all pension, retirement,  profit-sharing,  deferred compensation, bonus,
stock  option  or other  incentive  plan,  or other  employee  benefit  program,
arrangement,  agreement or understanding,  or medical,  vision,  dental or other
health plan, or life insurance or disability plan, or any other employee benefit
plan as defined in Section 3(3) of the Employee  Retirement  Income Security Act
of 1974, as amended  ("ERISA"),  (whether or not any such employee benefit plans
are  otherwise  exempt  from the  provisions  of ERISA,  whether or not  legally
binding),  adopted,  established,  maintained or contributed to by ICON or under
which it would  otherwise be a party or have liability and under which employees
or  former  employees  (whether  or not  retired  employees)  of ICON (or  their
beneficiaries)  are eligible to participate  or derive a benefit  (collectively,
the "Employee  Benefit  Plans").  There shall be included  within the meaning of
ICON, solely for this purpose and for the purpose of the representations in this
Section 3.9, all "affiliates,"  whether or not incorporated,  within the meaning
of Section 407(d)(7) of ERISA.

                  (b) Full  payment  has been made of all  amounts  that ICON is
required,  under  applicable  law or  under  any  Employee  Benefit  Plan or any
agreement  relating to any Employee Benefit Plan to which it is a party, to have
paid as  contributions  to or benefits under any Employee Benefit Plan as of the
last day of the most recent  fiscal  year of such  Employee  Benefit  Plan ended
prior to the date hereof.  ICON has made adequate  provisions in accordance with
GAAP for liabilities to meet current contributions or benefit payments.

                  (c)  Except  as  provided   in   Schedule   3.9,  a  favorable
determination  letter  has  been  issued  by the  Service  with  respect  to the
qualified  status of each of the Employee  Benefit Plans intended or required to
be  qualified  under  Section  401(a) of the Code,  and with  respect to the tax
exempt  status under  Section  501(a) of the Code of (i) any trust through which
such  Employee  Benefit  Plans are  funded  and (ii) any  trust or other  entity
established  with  respect  to an  Employee  Benefit  Plan  and  intended  to be
qualified as a tax exempt  organization  under Section 501(c) of the Code. Since
the date of the most recent  determination  letter, each such qualified Employee
Benefit Plan has been,  or can be (within 120 days of the Closing  Date),  filed
with the Service  within the time  required  to  preserve  the rights of ICON to
adopt  such  amendment  as may be  required  by the  Service in order to issue a
favorable  determination  letter  with  respect  to each such  Plan's  continued
tax-qualified  and/or exempt  status.  No act or omission has occurred since the
date of the last  favorable  determination  letter  issued  with  respect  to an
Employee  Benefit Plan that resulted or is likely to result in the revocation of
the Plan's tax-qualified or exempt status.


                                      -10-

<PAGE>
                  (d) ICON has performed all material obligations required to be
performed by it under the Employee  Benefit  Plans.  ICON has not engaged in any
transaction  with respect to the Employee Benefit Plans that would subject it or
the GST Companies to a tax,  penalty or liability  for a prohibited  transaction
under Sections 406, 407 or 502(i) of ERISA or Section 4975 of the Code, nor have
its directors,  officers, employees or agents, to the extent they or any of them
are  fiduciaries  under Title I of ERISA.  ICON and any  "administrator(s)"  (as
described  in Section  3(16)(A)  of ERISA) of the  Employee  Benefit  Plans have
complied in all material respects with the applicable requirements of ERISA, the
Code  and  all  other  statutes,  orders,  rules  or  regulations,  specifically
including,  without  limitation,  material  compliance  with all  reporting  and
disclosure  requirements  of Part 1 of  Title 1 of  ERISA  and of the  Code in a
timely and accurate  manner,  and no penalties  have been or can  reasonably  be
expected  to be  imposed,  nor is  ICON  or any  administrator  liable  for  any
penalties  imposed,  under  ERISA,  the Code or  otherwise  with  respect to the
Employee  Benefit  Plans or any related  trusts.  ICON is not  delinquent in the
payment  of any  federal,  state or local  taxes with  respect  to the  Employee
Benefit Plans. There is no pending litigation,  arbitration,  or disputed claim,
settlement  adjudication  or  proceeding  with respect to the  Employee  Benefit
Plans,  and  neither  ICON  nor  any  administrator   knows  of  any  threatened
litigation,  arbitration  or disputed  claim,  adjudication  proceeding,  or any
governmental or other proceeding,  or investigation with respect to the Employee
Benefit  Plans or with  respect to any  fiduciary or  administrator  thereof (in
their  capacities as such),  or any  party-in-interest  thereto (with respect to
their  relationship as such).  There is no multiemployer  plan to which ICON has
been a party or has been required to make any  contributions  at any time during
the last 10 years.  Except as provided in Schedule  3.9,  since January 1, 1992,
ICON has not terminated any Employee Benefit Plan.

                  (e) ICON has  delivered  or caused to be  delivered to the GST
Companies,  true and complete  copies of (i) all Employee  Benefit Plans and any
related  trust   agreements,   custodial   agreements,   investment   management
agreements,   insurance  contracts  or  policies,   and  administrative  service
contracts,  all as in effect,  together with all  amendments  thereto which will
become  effective at a later date; (ii) the latest Summary Plan  Description and
any  modifications  thereto for each Employee  Benefit Plan requiring same under
ERISA;  (iii) the latest Service  determination  letter obtained with respect to
any such Employee  Benefit Plan qualified  under Section 401 or 501 of the Code;
(iv) the Summary  Annual  Report for the current and prior fiscal years for each
Employee Benefit Plan requiring same under ERISA; (v) each Form 5500 and/or Form
990 series filing (including  required  schedules and financial  statements) for
the current and prior fiscal years for each  Employee  Benefit Plan  required to
file such form; and (vi) the most recent actuarial evaluation, analysis or other
report issued with respect to any Employee  Benefit  Plan.  From the date of the
most

                                      -11-

<PAGE>
recent actuarial  evaluation to the Closing Date, for each defined benefit plan,
there has been no increase in the unfunded  actuarial  liability  under any such
defined  benefit plan,  assuming the years of the same actuarial  assumptions as
used in the most recent applicable  actuarial  evaluation.  Neither ICON nor any
officer,  employee representative or agent thereof, has made any written or oral
representations  or statements to any current or former  employees,  dependents,
participants  or  beneficiaries  or other persons that are  inconsistent  in any
material manner with the provisions of these documents.

                  (f) With respect to any of ICON's  employee  welfare plans (as
defined in Section 3(1) of ERISA and including  those  Employee  Benefits  Plans
that  qualify as such) that are "group  health  plans" under  Section  162(k) or
Section  4980B of the Code and Section  607(1) of ERISA and related  regulations
(relating to the benefit continuation rights imposed by the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA")),  there has been timely
compliance in all material respects with all requirements imposed thereunder, as
and when  applicable to such plans, so that ICON has no (and will not incur any)
material  loss,  assessment,  penalty,  loss of federal  income tax deduction or
other  sanction,  arising on  account of or in respect of any  failure to comply
with any  COBRA  benefit  continuation  requirement,  that is  capable  of being
assessed or asserted directly or indirectly against or against the GST Companies
or any of them, with respect to any such plan.

                  Section  3.10  LABOR  MATTERS.  None of  ICON's  employees  is
represented by any labor union, association or other organization.  ICON has not
received any notice from any labor union, association or other organization that
it represents or intends to represent ICON's employees. ICON has complied in all
material  respects with all applicable laws affecting  employment and employment
practices,  terms and conditions of employment and wages and hours. ICON has not
received any notice of and there is no complaint alleging unfair labor practices
against  ICON  pending,  or to the  knowledge  of ICON,  threatened  before  the
National Labor Relations Board or any other charges or complaints pending, or to
the  knowledge  of ICON,  threatened  before  the Equal  Employment  Opportunity
Commission,  any state or local Human  Rights  Commission  or any other state or
local agency in respect of labor or employment  matters.  Except as set forth on
Schedule  3.10,  no labor  strike,  material  dispute,  slowdown or stoppage has
occurred with respect to ICON's employees and there is no labor strike, material
dispute,  slowdown  or stoppage  pending or  threatened  with  respect to ICON's
employees.  Schedule  3.10 sets  forth all  pending  grievances  or  arbitration
proceedings against ICON with respect to the operation of the Business.


                                      -12-

<PAGE>
                  Section 3.11 PROPERTIES.

                  (a) ICON has good and  marketable  title,  or valid  leasehold
rights (in the case of leased  property),  to all real property and all personal
property  purported to be owned or leased by it or used in the  operation of the
Business,  free and clear of all  encumbrances,  excluding  (i) Liens for taxes,
fees, levies,  imposts, duties or governmental charges of any kind which are not
yet delinquent or are being  contested in good faith by appropriate  proceedings
which suspend the collection  thereof;  (ii) Liens for  mechanics,  materialmen,
laborers,  employees,  suppliers, lessors or others which are not yet delinquent
or, in the case of liens for  mechanics,  materialman,  laborers,  employees  or
suppliers, are being contested in good faith by appropriate  proceedings;  (iii)
Liens created in the ordinary  course of business in connection with the leasing
or  financing of office,  computer  and related  equipment  and  supplies;  (iv)
easements and similar encumbrances ordinarily created for fuller utilization and
enjoyment  of property;  and (v) Liens or defects in title or  leasehold  rights
that either  individually  or in the  aggregate do not and cannot  reasonably be
expected to have a Material Adverse Effect. All of such owned or leased property
with a book value in excess of $5,000 is listed or described  on Schedule  3.11.
Each lease of ICON for personal property is legal,  valid and binding as between
ICON and the other party or parties thereto.

                  (b) Except as set forth on  Schedule  3.11  hereto,  inventory
reflected on the Interim  Balance Sheet was  determined and valued in accordance
with GAAP consistently  applied,  stated, on an aggregate basis, at the lower of
cost or market value and consists or will consist solely of  merchandise  usable
or salable in the ordinary course of business. Proper recognition has been given
in the Interim Balance Sheet.

                  (c) Except as set forth on Schedule  3.11 hereto or adequately
reserved against on the Interim Balance Sheet, each account receivable reflected
on the Estimated Balance Sheet constitutes a bona fide receivable resulting from
a bona fide sale to a customer in the ordinary course of business, the amount of
which was or will be actually due and has been or will be  collected  (net of an
amount equal to the reserve and  allowance  for bad debts set forth on the Final
Balance Sheet) in the ordinary course of business. The books and records of ICON
state  correctly  the facts with respect to each account  receivable of ICON and
the  balance  due  thereon.  There  are no  defenses,  claims  of  disabilities,
counterclaims,  offsets,  refusals to pay or other rights of set-off against any
such  accounts  receivable  and there in no  threatened,  intended  or  proposed
defense,  claim of  disability,  counterclaim,  offset,  refusal to pay or other
right of set-off  with  respect  thereto.  Except to the  extent of  appropriate
reserves and  allowances  that ICON has  established  specifically  for doubtful
accounts (which reserves and allowances are set forth on Schedule

                                      -13-

<PAGE>
3.11), each account  receivable  reflected on the Interim Balance Sheet and each
account receivable  established after such Interim Balance Sheet will be paid in
full by not later than the 120th day after the Closing  Date.  Any such reserves
and allowances for bad debts reflected on the Interim Balance Sheet have been or
will be  established  on the basis of historical  experience in accordance  with
GAAP consistently applied.

                  (d) Schedule  3.11  attached  hereto is a complete and correct
list of (i) all  real  property  or  premises  owned in whole or in part by ICON
together  with, in each case, a brief  description of such property or premises,
including  the area and the  current  uses  thereof,  the  record  title  holder
thereof,  the  location  thereof,  the  material  improvements  thereon  and all
indebtedness  secured by a lien,  mortgage or deed of trust thereon and (ii) all
real property or premises leased in whole or in part by ICON,  together with, in
each case, a brief description of such property or premises,  including the area
and the current  uses thereof and the name of the lessor  thereof.  Complete and
correct copies of all such deeds, mortgages,  deeds of trust, leases, guarantees
of leases and other documents concerning such real property and the interests of
ICON therein have been heretofore delivered to the GST Companies. ICON has legal
and valid occupancy permits and other required licenses or government  approvals
for each of the properties and premises owned,  leased, used or occupied by ICON
(copies of which have been  heretofore  delivered  to the GST  Companies).  Each
lease of ICON for real property is legal,  valid and binding as between ICON and
the other  party or parties  thereto and ICON is a tenant or  possessor  in good
standing thereunder, free of any default or breach whatsoever and quietly enjoys
the premises provided for therein.

                  Section 3.12 TRADEMARKS, PATENTS AND COPYRIGHTS.

                  (a) For  purposes of this  Agreement,  the term "ICON  Rights"
shall mean all worldwide industrial and intellectual property rights, including,
without limitation,  each patent,  patent rights,  license,  patent application,
trade  name,  trademark,  trade  name  and  trademark  registration,  copyright,
copyright  registration,  copyright  application,  service mark,  brand mark and
brand name, trade secrets  relating to or arising from any proprietary  process,
formula,  source or object code, owned, possessed or licensed by ICON. ICON owns
or has the right to use,  sell or license  all ICON  Rights and such ICON Rights
are sufficient for the conduct of the Business as being conducted as of the date
hereof.   Schedule  3.12  hereto  lists  each  patent,   patent  right,   patent
application,   tradename   registration,   trademark   registration,   copyright
registration, copyright application, service mark, source and object code owned,
licensed or possessed by ICON.

                  (b)  Except  as set forth on  Schedule  3.12,  the  execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions contemplated hereby will not constitute a breach

                                      -14-

<PAGE>
of any  instrument or agreement  governing  any ICON Rights,  will not cause the
forfeiture or  termination  or give rise to a right of forfeiture or termination
of any ICON Rights or impair the right of ICON to use,  sell or license any ICON
Rights or any portion thereof.

                  (c)  Neither  the  manufacture,  marketing,  license,  sale or
intended  use of any product  currently  licensed  or sold by ICON or  currently
under development by ICON violates any license or agreement between ICON and any
third party  relating to such product or  infringes  any  intellectual  property
right of any other party,  and there is no pending or, to the best  knowledge of
ICON, threatened claim or litigation contesting the validity, ownership or right
to use, sell, license or dispose of any ICON Right nor, to the best knowledge of
ICON is there any  basis  for any such  claim,  nor has any  Shareholder  or any
officer or director of ICON received any notice asserting that any ICON Right or
the  proposed  use,  sale,  license or  disposition  thereof  conflicts  or will
conflict with the rights of any other party, nor, to the best knowledge of ICON,
is there any basis for any such assertion.

                  (d) No current or prior officers,  employees or consultants of
ICON have claimed an ownership interest in any ICON Rights as a result of having
been  involved  in  the  development  of  such  property  while  employed  by or
consulting to ICON or otherwise  nor, to the best knowledge of ICON, is any such
claim contemplated.

                  Section 3.13 LEGAL PROCEEDINGS,  CLAIMS, INVESTIGATIONS,  ETC.
There is no legal, administrative,  arbitration or other action or proceeding or
governmental  investigation  pending,  or to the knowledge of ICON,  threatened,
against  (i) ICON or (ii) any  director,  officer  or  employee  thereof  or any
Shareholder  relating  to the  Business.  ICON  has  not  been  informed  of any
violation of or default under,  any laws,  ordinances,  regulations,  judgments,
injunctions,  orders or decrees (including without  limitation,  any immigration
laws or regulations) of any court, governmental department,  commission, agency,
instrumentality or arbitrator applicable to the Business.  ICON is not currently
subject to any  judgment,  order,  injunction  or decree of any court,  arbitral
authority, administrative agency or other Governmental Authority.

                  Section 3.14 LICENSES,  PERMITS,  ETC. Schedule 3.14 lists all
material franchises, licenses, permits, consents, authorizations,  approvals and
certificates  of any  Governmental  Authority  used in  conducting  the Business
(collectively,  the  "Permits").  Each of the Permits is currently  valid and in
full  force and effect  and the  Permits  constitute  all  material  franchises,
licenses, permits, consents,  authorizations,  approvals and certificates of any
Governmental Authority necessary to the conduct of the Business.  ICON is not in
violation  of any of the  Permits  and  there  is no  pending  or,  to the  best
knowledge of ICON,  threatened  proceeding that could  reasonably be expected to
result

                                      -15-

<PAGE>
in the revocation or cancellation of, or inability of ICON to renew, any Permit.

                  Section 3.15 INSURANCE. Schedule 3.15 hereto sets forth a list
and brief  description  of all existing  insurance  policies  maintained by ICON
pertaining  to its  business  properties,  personnel  or assets.  ICON is not in
default with respect to any provision  contained in any insurance policy and has
not failed to give any notice or present any claim under any insurance policy in
due and  timely  fashion.  Each such  policy is in full  force and  effect.  All
payments with respect to such policies are current and ICON has not received any
notice threatening a suspension, revocation, modification or cancellation of any
such policy.

                  Section 3.16 MATERIAL CONTRACTS.

                  (a) Except as set forth on Schedule 3.16 hereto, ICON is not a
party to and is not bound by any contract or has any commitment, whether written
or oral, that has a term in excess of one year and will result in payments to or
from ICON in excess of $10,000 or require  material  performance  on the part of
ICON,  other than (i)  contracts  or  commitments  entered  into in the ordinary
course of business with vendors and customers and (ii)  contracts or commitments
cancelable  upon  not more  than 30  days'  notice.  Each of the  contracts  and
commitments  set forth on Schedule  3.16 hereto is valid and  existing,  in full
force and  effect and  enforceable  in  accordance  with its terms  (subject  to
equitable principles, bankruptcy, reorganization, insolvency and moratorium laws
and limitations on creditors' rights generally) and there is no material default
or claim of default  against  ICON or any  notice of  termination  with  respect
thereto.  ICON has complied in all material  respects with all  requirements of,
and  performed  in all  material  respects all of its  obligations  under,  such
contracts and commitments.  In addition,  no other party to any such contract or
commitment is, to the best of ICON's knowledge, in default under or in breach of
any material term or provision  thereof,  and there exists no condition or event
which,  after  notice  or lapse of time or both,  would  constitute  a  material
default  by any  party to any such  contract  or  commitment.  Copies of all the
written documents and a synopsis of all oral contracts and commitments described
in Schedule 3.16 hereto have heretofore been made available to the GST Companies
and are true and complete and include all amendments and supplements thereto and
modifications thereof to and including the date hereof.

                  (b) Except as set forth on Schedule 3.16 hereto, ICON is not a
party to any oral or  written  (i)  agreement  with  any  consultant,  executive
officer or other key employee the benefits of which are contingent, or the terms
of which  are  materially  altered,  upon  the  occurrence  of the  transactions
contemplated  by this  Agreement,  or (ii) except as set forth in this Agreement
and reflected on Schedule 3.7 hereto, Employee Benefit Plan, including

                                      -16-

<PAGE>
any  stock  option  plan and the  like,  any of the  benefits  of which  will be
increased,  or the vesting of the benefits of which will be accelerated,  by the
occurrence of the transactions contemplated by this Agreement.

                  Section 3.17 BROKER. No broker, finder or investment banker is
entitled to any brokerage or finder's fee or other commission in connection with
the transactions  contemplated hereby based on arrangements made by or on behalf
of ICON or the Shareholders.

                  Section 3.18 COMPLIANCE WITH LAWS; ENVIRONMENTAL MATTERS.

                  (a) ICON is in  compliance  in all material  respects with all
laws,  ordinances,  regulations and orders applicable to the Business and has no
notice or  knowledge  of any  violations  thereof,  whether  actual,  claimed or
alleged.

                  (b) ICON is not the subject of, or, to the  knowledge of ICON,
being  threatened to be the subject of (i) any enforcement  proceeding,  or (ii)
any  investigation,  brought in either  case under any  Federal,  state or local
environmental law, rule, regulation, or ordinance at any time in effect or (iii)
any  third  party  claim  relating  to  environmental  conditions  on or off the
properties  of ICON.  ICON has not been notified that it must obtain any permits
and licenses or file  documents for the operation of the Business under federal,
state and local laws  relating to pollution or  protection  of the  environment.
Neither ICON nor the  Shareholders has been notified of any conditions on or off
the  properties  of ICON that can  reasonably  be  expected  to give rise to any
liabilities,  known or unknown,  under any Federal, state or local environmental
law, rule,  regulation or ordinance,  or as the result of any claim of any third
party  relating to  environmental  conditions.  For the purposes of this Section
3.18, an investigation shall include,  but is not limited to, any written notice
received  by ICON and the  Shareholders  that  relates  to the onsite or offsite
disposal,  release,  discharge or spill of any waste, waste water,  pollutant or
contaminants.

                  (c) There  are no toxic  wastes  or other  toxic or  hazardous
substances  or  materials,  pollutants  or  contaminants  that ICON (or,  to the
knowledge of ICON, any previous occupant of ICON's  facilities) has used, stored
or otherwise held in or on any of the  facilities of ICON,  which are present at
or have migrated from the facilities,  whether contained in ambient air, surface
water, groundwater, land surface or subsurface strata. Such facilities have been
maintained by ICON in compliance in all material respects with all environmental
protection,  occupational,  health  and  safety  or  similar  laws,  ordinances,
restrictions,  licenses,  and regulations.  ICON has not disposed of or arranged
(by contract, agreement or otherwise) for the disposal of any material or

                                      -17-

<PAGE>
substance  that was generated or used by ICON at any off-site  location that has
been or is listed or  proposed  for  inclusion  on any list  promulgated  by any
Governmental  Authority for the purpose of identifying  sites that pose a danger
to health and  safety.  There have been no  environmental  studies,  reports and
analyses made or prepared in the last five years  relating to the  facilities of
ICON.  ICON  has not  installed  any  underground  storage  tanks  in any of its
facilities  and,  to the  best of  ICON's  knowledge,  none  of such  facilities
contains any underground storage tanks.

                  Section   3.19   ILLEGAL   PAYMENTS.   Neither  ICON  nor  any
Shareholder has, directly or indirectly,  paid or delivered any fee,  commission
or other sum of money or item of property, however characterized, to any finder,
agent,  government  official or other party,  in the United States of America or
any other  country,  that is in any manner related to the business or operations
of ICON,  which ICON or the  Shareholder  knows or has reason to believe to have
been  illegal  under any  federal,  state or local laws or the laws of any other
country having jurisdiction. ICON has not participated,  directly or indirectly,
in any boycotts affecting any of its actual or potential customers.

                  Section 3.20 BANKS;  SAFE DEPOSIT  BOXES.  Schedule 3.20 lists
the names and locations of all banks or other  financial  institutions  at which
ICON has an account  and/or safe deposit  box, the numbers of any such  accounts
and boxes and the names of all  persons  authorized  to draw  thereon or to have
access thereto.

                  Section  3.21  COMPLETE   DISCLOSURE.   No  representation  or
warranty made by ICON in this Agreement, and no exhibit,  schedule,  certificate
or other  document or instrument  delivered by ICON at the Closing  contains any
untrue  statement of a material fact or omits to state a material fact necessary
to make the statements contained herein and therein not misleading.

                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF GST AND GST SUB

                  GST and GST Sub hereby  jointly and  severally  represent  and
warrant to ICON as follows:

                  Section   4.1   CORPORATE    ORGANIZATION;    CERTIFICATE   OF
INCORPORATION  AND  BY-LAWS.  Each  of GST and  GST  Sub is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation.  Each of GST and GST Sub has provided ICON with
true and complete copies of its certificate of  incorporation  and By-laws as in
effect on the date hereof.

                  Section 4.2 AUTHORITY  RELATIVE TO AND VALIDITY OF AGREEMENTS.
Each of the GST Companies has full power and

                                      -18-

<PAGE>
authority,  corporate and otherwise, to execute and deliver this Agreement,  the
Escrow Agreement,  the Restrictive  Covenant  Agreements and the Indemnification
Agreement (collectively, the "Buyer Documents") and to assume and perform all of
its  obligations  thereunder.  The execution and delivery of the Buyer Documents
and the performance by each of the GST Companies of their respective obligations
hereunder and thereunder have been duly authorized by their respective Boards of
Directors and no further action or  authorization on the part of or with respect
to the GST Companies including,  without, limitation any action or authorization
by their  respective  shareholders,  is necessary to authorize the execution and
delivery by them of, and the performance of their  obligations  under, the Buyer
Documents. There are no corporate, contractual,  statutory or other restrictions
of any kind upon the power and  authority  of the GST  Companies  to execute and
deliver the Buyer  Documents and to  consummate  the  transactions  contemplated
thereunder  and no action,  waiver or consent by any  Governmental  Authority is
necessary to make the Buyer  Documents  valid and binding upon the GST Companies
in accordance  with the  respective  terms.  The Buyer  Documents have been duly
executed and  delivered by the GST  Companies and  constitute  their  respective
legal,  valid and binding  obligations,  enforceable  against them in accordance
with their  respective  terms,  subject to  applicable  bankruptcy,  insolvency,
reorganization  and  moratorium  laws  and  other  laws of  general  application
affecting the  enforcement  of creditors'  rights  generally,  and the fact that
equitable  remedies  or relief  (including,  but not  limited  to, the remedy of
specific performance) are subject to the discretion of the court from which such
relief may be sought.

                  Section 4.3 REQUIRED FILING AND CONSENTS; NO CONFLICTS. Except
as set forth on Schedule 4.3 hereto, neither of the GST Companies is required to
submit any notice, report or other filing to or with any Governmental  Authority
in  connection  with  the  execution,  delivery  or  performance  of  the  Buyer
Documents. The execution, delivery and performance of the Buyer Documents by the
GST Companies and the consummation of the transactions  contemplated  thereby do
not and will not (a)  conflict  with or violate any law,  regulation,  judgment,
order or decree binding upon the GST Companies, (b) conflict with or violate any
provision of the Certificate of  Incorporation  or By-laws of the GST or GST Sub
or (c) conflict  with or result in a breach of any condition or provision of, or
constitute  a default  (or an event  that  with  notice or lapse of time or both
would become a default)  under,  or result in the creation or  imposition of any
lien,  charge or encumbrance  upon any properties or assets of the GST Companies
pursuant  to, or cause or  permit  the  acceleration  prior to  maturity  of any
amounts owing under,  any indenture,  loan agreement,  mortgage,  deed of trust,
lease,  contract,  license,  franchise or other agreement or instrument to which
the GST Companies are parties or which is or purports to be binding upon the GST
Companies  or by  which  any of  their  respective  properties  are  bound.  The
execution, delivery and

                                      -19-

<PAGE>
performance of the Buyer Documents by the GST Companies and the  consummation of
the  transactions  contemplated  thereby  will  not  result  in the  loss of any
license,  franchise, legal privilege or permit possessed by the GST Companies or
give a right of termination to any party to any agreement or other instrument to
which  the GST  Companies  are  parties  or by  which  any of  their  respective
properties are bound.

                  Section 4.4 LEGAL PROCEEDINGS, CLAIMS, ETC. There is no legal,
administrative,  arbitration  or other  action  or  proceeding  or  governmental
investigation  pending,  or to the knowledge of the GST  Companies,  threatened,
against either of the GST Companies,  any director,  officer or employee thereof
either relating to this Agreement or the transactions  contemplated hereunder or
could  reasonably  be  expected  to have an  adverse  effect on GST or GST Sub's
ability to perform their respective  obligations  hereunder.  Neither of the GST
Companies is currently subject to any judgment,  order,  injunction or decree of
any  court,  arbitral  authority,  administrative  agency or other  Governmental
Authority  that would have an adverse  effect on their  ability to perform their
respective obligations hereunder.

                  Section 4.5 BROKER. No broker,  finder or investment banker is
entitled to any brokerage or finder's fee or other commission in connection with
the transactions  contemplated  hereby based upon the arrangements made by or on
behalf of the GST Companies.

                                    ARTICLE V

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF ICON

                  The  obligations  of ICON under this  Agreement are subject to
the  satisfaction,  on or prior to the Closing Date, unless waived in writing by
ICON, of each of the following conditions:

                  Section  5.1   REPRESENTATIONS   AND   WARRANTIES   TRUE.  The
representations  and warranties of the GST Companies contained in this Agreement
shall be true and correct in all material  respects as of the date when made and
at and as of the  Closing  Date,  except as and to the extent that the facts and
conditions  upon  which  such  representations  and  warranties  are  based  are
expressly required or permitted to be changed by the terms hereof, with the same
force and effect as if made on and as of the Closing  Date,  and ICON shall have
received a certificate to that effect and as to the matters set forth in Section
5.2 hereof,  dated the  Closing  Date,  from the  President  or Chief  Executive
Officer of each of the GST Companies.

                  Section 5.2 PERFORMANCE OF COVENANTS.  The GST Companies shall
have  performed  or  complied  in all  material  respects  with all  agreements,
conditions and covenants required by this

                                      -20-

<PAGE>
Agreement  to be  performed  or  complied  with by them on or before the Closing
Date.

                  Section  5.3 NO  PROCEEDINGS.  No  preliminary  or per- manent
injunction  or other  order  (including  a temporary  restraining  order) of any
federal,  state or local  court or other  governmental  agency or of any foreign
jurisdiction  that prohibits the consummation of the  transactions  that are the
subject  of this  Agreement  shall  have been  issued or  entered  and remain in
effect.

                  Section 5.4 AGREEMENTS.  The Escrow Agreement, the Restrictive
Covenant Agreements and the  Indemnification  Agreement shall have been executed
and delivered by the GST Companies and GST shall have caused the Cole Employment
Agreement and the Crowe Employment Agreement to have been executed and delivered
by GST Telecom Inc.

                  Section  5.5   CONSENTS   AND   APPROVALS.   All  filings  and
registrations with, and notifications to, all Governmental  Authorities required
for consummation of the  transactions  contemplated by this Agreement shall have
been made, and all consents,  approvals and  authorizations  of all Governmental
Authorities  and  parties  to  material  contracts,   licenses,   agreements  or
instruments  required for consummation of the transactions  contemplated by this
Agreement shall have been received and shall be in full force and effect.

                  Section  5.6  OPINION OF COUNSEL  TO THE GST  COMPANIES.  ICON
shall have  received an opinion of counsel to the GST  Companies  in the form of
Exhibit G attached hereto.

                                   ARTICLE VI

            CONDITIONS PRECEDENT TO OBLIGATIONS OF THE GST COMPANIES

                  The  obligations of the GST Companies under this Agreement are
subject to the  satisfaction,  on or prior to the Closing Date, unless waived in
writing by the GST Companies, of each of the following conditions:

                  Section  6.1   REPRESENTATION   AND   WARRANTIES   TRUE.   The
representations and warranties of ICON contained in this Agreement shall be true
and correct in all  material  respects as of the date when made and at and as of
the Closing Date, except as and to the extent that the facts and conditions upon
which such  representations  and warranties are based are expressly  required or
permitted to be changed by the terms  hereof,  with the same force and effect as
if made on and as of the Closing Date, and the GST Companies shall have received
a certificate to that effect and as to the matters set forth in Sections 6.2 and
6.8 hereof,  dated the  Closing  Date,  from the  President  or Chief  Executive
Officer of ICON.

                                      -21-

<PAGE>
                  Section  6.2   PERFORMANCE  OF  COVENANTS.   ICON  shall  have
performed or complied in all material  respects with all agreements,  conditions
and covenants  required by this Agreement to be performed or complied with by it
on or before the Closing Date.

                  Section  6.3 NO  PROCEEDINGS.  No  preliminary  or per- manent
injunction  or other  order  (including  a temporary  restraining  order) of any
federal,  state or local  court or other  governmental  agency or of any foreign
jurisdiction  that prohibits the consummation of the  transactions  that are the
subject of this Agreement or operation of its business shall have been issued or
entered and remain in effect.

                  Section 6.4  AGREEMENTS.  The Cole Employment  Agreement,  the
Crowe Employment  Agreement,  the Restrictive  Covenant  Agreements,  the Escrow
Agreement  and the  Indemnification  Agreement  shall  have  been  executed  and
delivered by ICON and the Shareholders party thereto.

                  Section  6.5   CONSENTS   AND   APPROVALS.   All  filings  and
registrations with, and notifications to, all Governmental  Authorities required
for consummation of the  transactions  contemplated by this Agreement shall have
been made, and all consents,  approvals and  authorizations  of all Governmental
Authorities  and  parties  to  material  contracts,   licenses,   agreements  or
instruments  required for consummation of the transactions  contemplated by this
Agreement shall have been received and shall be in full force and effect.

                  Section 6.6 OPINION OF ICON'S COUNSEL. The GST Companies shall
have  received  an  opinion of counsel to ICON in the form of Exhibit H attached
hereto.

                  Section 6.7 MATERIAL  CHANGES.  Since the date  hereof,  there
shall not have been any Material Adverse Effect.

                  Section 6.8  ACHIEVEMENT OF MINIMUM  EBITDA.  There shall have
been  demonstrated  to the  reasonable  satisfaction  of the GST Companies  that
earnings before interest,  taxes,  depreciation and amortization of ICON for the
fiscal year ended December 31, 1997 shall have been not less than $1,565,000.

                  Section  6.9  CUSTOMER  LIST.  The  GST  Companies   shall  be
satisfied  in their sole  discretion  with the complete  list of ICON  customers
provided to them prior to the Closing Date.

                  Section 6.10  CORPORATE  RECORDS.  ICON's minute books,  stock
certificate  books,  corporate  records,   books  of  account,   deeds,  leases,
indentures,   contracts,  agreements,  evidence  of  indebtedness,   securities,
correspondence,  bank accounts and records,  documents pertaining to all assets,
claims, rights and liabilities and other existing documents and records (unless

                                      -22-

<PAGE>
otherwise requested by the GST Companies, delivery of the foregoing has not been
effected by physical  delivery at the Closing,  but by  surrendering  to the GST
Companies access to the premises containing the foregoing).

                  Section 6.11 APPROVAL BY  SHAREHOLDERS.  This Agreement  shall
have  been  approved  and  adopted  by the  requisite  affirmative  vote  of the
Shareholders in accordance with the WBCA.

                  Section 6.12 APPRAISAL  RIGHTS.  The holders of ICON Stock who
shall have properly  exercised,  and who shall not have failed to take any steps
theretofore  necessary to perfect or who shall not have  otherwise  subsequently
withdrawn or lost,  their  appraisal  rights with respect to such shares,  shall
hold ICON Stock  representing  not more than 2% of the aggregate of  outstanding
shares of ICON Stock.

                  Section  6.13  RESIGNATIONS.  The  GST  Companies  shall  have
received the resignations, effective as of the Effective Time, of such directors
and officers of ICON as it shall have identified to ICON.

                  Section  6.14  LETTERS  OF  TRANSMITTAL.  Except as  otherwise
contemplated by Section 6.12 hereof,  the Letters of Transmittal shall have been
executed by each of the Shareholders and delivered to the Exchange Agent.

                  Section  6.15  REPAYMENT  OF LOAN.  Leslie N. Cole  shall have
executed and delivered an instruction to the Exchange Agent authorizing the same
to pay to ICON (out of the portion of the Merger Consideration otherwise payable
to  Cole)  the  amount  of  $254,912.88,  representing  payment  in  full of all
outstanding  indebtedness  evidenced by that certain Promissory Note dated March
19, 1997, made by Cole in favor of ICON.

                                   ARTICLE VII

                                 INDEMNIFICATION

                  Section  7.1  SURVIVAL  OF  REPRESENTATIONS,   WARRANTIES  AND
                                AGREEMENTS.

                  Subject to the  limitations  set forth in this Article VII and
notwithstanding  any investigation  conducted at any time with regard thereto by
or on behalf of any party hereto, all representations, warranties, covenants and
agreements  of GST, GST Sub and ICON in this  Agreement  and the  documents  and
instruments  delivered  pursuant to this Agreement (the "Additional  Documents")
shall survive the execution, delivery and performance of this Agreement.

                                      -23-

<PAGE>
                  Section 7.2 INDEMNIFICATION.

                  (a) Subject to the  limitations set forth in this Article VII,
ICON  indemnifies and holds harmless the GST Companies and their  Affiliates (as
such term is defined in Rule 405 under the  Securities  Act of 1933, as amended)
(collectively,  the  "GST  Parties")  from  and  against  any  and  all  losses,
liabilities,  damages,  demands, claims, suits, actions,  judgments or causes of
action, assessments, costs and expenses including, without limitation, interest,
penalties,  reasonable attorneys' fees, any and all reasonable expenses incurred
in investigating,  preparing or defending  against any litigation,  commenced or
threatened, or any claim whatsoever,  and any and all amounts paid in settlement
of  any  claim  or  litigation  (collectively,   "Damages"),  asserted  against,
resulting  to,  imposed  upon,  or incurred  or suffered by any of GST  Parties,
directly  or  indirectly,   as  a  result  of  or  arising  from  the  following
(individually an "Indemnifiable Claim" and collectively  "Indemnifiable  Claims"
when used in the context of the GST Parties as the Indemnified Party (as defined
below)):

                       (i) Any inaccuracy in,  omission from or breach of any of
the representations,  warranties or agreements made by ICON in this Agreement or
any Additional Documents or the non-performance of any covenant or obligation to
be performed by ICON under this Agreement or any Additional Documents;

                       (ii) Any claims of any former employee of ICON including,
without limitation, in respect of or relating to severance,  pension, welfare or
medical  benefits  or injuries or  disabilities  sustained  while an employee of
ICON;

                       (iii) Any  claims of any  present  employee  of ICON that
relate  to or arise out of, in whole or in part,  periods  prior to the  Closing
Date; and

                       (iv) The  claims  of any  broker,  finder  or  investment
banker engaged by ICON, the Shareholders or their respective Affiliates.

                  (b) Subject to the  limitations set forth in this Article VII,
the GST  Companies  shall  indemnify and hold harmless ICON from and against any
and all Damages  asserted  against,  resulting to,  imposed upon, or incurred or
suffered by ICON  directly  or  indirectly,  as a result of or arising  from the
following (individually an "Indemnifiable Claim" and collectively "Indemnifiable
Claims" when used in the context of ICON as the Indemnified Party):

                       (i) Any inaccuracy in,  omission from or breach of any of
the  representations,  warranties or  agreements  made by GST or GST Sub in this
Agreement or any Additional  Documents or the non-performance of any covenant or
obligation  to be performed by either of GST or GST Sub under this  Agreement or
any Additional Documents; and

                                      -24-

<PAGE>
                       (ii) The  claims  of any  broker,  finder  or  investment
banker engaged by the GST Companies or their respective Affiliates.

                  (c) For purposes of this  Article  VII,  all Damages  shall be
computed net of any  insurance  coverage  with respect  thereto that reduces the
Damages that would otherwise be sustained; PROVIDED, HOWEVER, that in all cases,
the timing of the receipt or  realization  of insurance  proceeds shall be taken
into account in determining the amount of reduction of Damages.

                  Section  7.3   LIMITATIONS  ON   INDEMNIFICATION.   Rights  to
indemnification hereunder are subject to the following limitations:

                  (a) The obligation of indemnity  provided  herein with respect
to the  representations  and warranties set forth in Section 3.8 shall terminate
on the third anniversary date hereof.

                  (b) The obligation of indemnity  provided  herein with respect
to all other  representations  and warranties set forth in this Agreement  shall
terminate upon the earlier to occur of (i) April 30, 1999 and (ii) 30 days after
the completion by GST of an audit that includes the financial  statements of the
Business for the twelve month period ended December 31, 1998.

                  (c)  If,  prior  to  the  termination  of  any  obligation  to
indemnify as provided for herein, written notice of a claimed breach is given by
the party seeking  indemnification  including in detail the basis  therefor (the
"Indemnified  Party")  to the party  from whom  indemnification  is sought  (the
"Indemnifying  Party")  or a suit or  action  based  upon a  claimed  breach  is
commenced  against the Indemnified  Party,  the  Indemnified  Party shall not be
precluded  from  pursuing  such  claimed  breach  or  suit  or  action,  or from
recovering from the Indemnifying Party (whether through the courts or otherwise)
on the claim,  suit or action, by reason of the termination  otherwise  provided
for above.

                  (d)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  the  obligation of  indemnification  under this Article VII by
ICON shall be satisfied solely from the Escrow Amount.

                  (e) No party shall be entitled  to  indemnification  hereunder
with  respect to any  Indemnifiable  Claim (or,  if more than one  Indemnifiable
Claim  is  asserted,  with  respect  to all  Indemnifiable  Claims)  unless  the
aggregate amount of Damages with respect to such  Indemnifiable  Claim or Claims
on behalf of such party exceeds  $240,000;  and after the $240,000  threshold is
reached,  each  indemnified  person shall be entitled to be indemnified  for the
amount of all claims arising hereunder in excess of $240,000; PROVIDED, HOWEVER,
that anything set forth in this Agreement to the contrary  notwithstanding,  the
provisions  of this  Section  7.3(e)  shall  not be  applicable  to any  Damages
directly

                                      -25-

<PAGE>
or indirectly  related to any shares of ICON stock owned of record by Stanley R.
Schill.

                  Section  7.4  DISPOSITION  OF  ESCROW  AMOUNT.  On  the  third
anniversary date hereof,  the parties to the Escrow Agreement shall instruct the
Escrow Agent to pay over to Leslie N. Cole, as agent for the  Shareholders  (the
"Shareholders' Agent"), the Escrow Amount then being held pursuant to the Escrow
Agreement  (which  amount shall be  inclusive  of interest  earned on the Escrow
Account)  less an amount  equal to the  amounts  paid,  if any,  pursuant to the
Indemnification  Agreement  (which  amounts  shall be paid directly to the party
making any such payment),  unless at such time there is pending against ICON one
or more Indemnifiable  Claims, in which case the Escrow Amount shall continue to
be held by the Escrow Agent in  accordance  with this  Agreement  and the Escrow
Agreement.  If and to  the  extent  that  from  time  to  time  pursuant  to the
provisions of this  Agreement,  it is determined in accordance with this Article
VII that the GST  Companies  are  entitled to  indemnification  with  respect to
Indemnifiable  Claims,  the parties to the Escrow  Agreement  shall instruct the
Escrow  Agent to pay over to the GST  Companies  the Escrow  Amount,  or portion
thereof,  necessary  to  satisfy,  to the extent  possible,  such  Indemnifiable
Claims.

                  Section 7.5  PROCEDURE  FOR  INDEMNIFICATION  WITH  RESPECT TO
THIRD-PARTY  CLAIMS.  The  Indemnified  Party will give the  Indemnifying  Party
prompt  written  notice of any third party claim,  demand,  assessment,  suit or
proceeding to which the indemnity set forth in Section 7.2 applies, which notice
to  be  effective   must  describe   said  claim  in   reasonable   detail  (the
"Indemnification Notice").  Notwithstanding the foregoing, the Indemnified Party
shall not have any  obligation  to give any notice of any assertion of liability
by a third  party  unless  such  assertion  is in writing  and the rights of the
Indemnified  Party to be  indemnified  hereunder  in respect of any third  party
claim shall not be adversely  affected by its failure to give notice pursuant to
the foregoing unless and, if so, only to the extent that, the Indemnifying Party
is materially  prejudiced thereby. The Indemnifying Party will have the right to
control the defense or settlement of any such action  subject to the  provisions
set forth below, but the Indemnified Party may, at its election,  participate in
the defense of any action or proceeding at its sole cost and expense. Should the
Indemnifying  Party fail to defend any such action (except for failure resulting
from the Indemnified Party's failure to timely give the Indemnification Notice),
then,  in  addition to any other  remedy,  the  Indemnified  Party may settle or
defend such action or  proceeding  through  counsel of its own  choosing and may
recover from the Indemnifying  Party the amount of such settlement,  demand,  or
any judgment or decree and all of its costs and expenses,  including  reasonable
fees and disbursements of counsel.  The Indemnified Party will not compromise or
settle any claim without the prior  written  consent of the  Indemnifying  Party
which consent shall not

                                      -26-

<PAGE>
be unreasonably  withheld;  PROVIDED,  HOWEVER, if such approval is unreasonably
withheld,  the liability of the  Indemnified  Party will be limited to the total
sum  represented in the amount of the proposed  compromise or settlement and the
amount of the Indemnified  Party's reasonable counsel fees incurred in defending
such claim,  as permitted by the  preceding  sentence,  accrued at the time said
approval is unreasonably  withheld.  Notwithstanding the preceding sentence, the
foregoing  limitation  on the liability of the  Indemnified  Party shall only be
applicable if (i) a complete release of the  Indemnifying  Party is contemplated
to be part of the proposed  compromise  or  settlement of such third party claim
and (ii) the  Indemnifying  Party  withholds  its consent to such  compromise or
settlement.

                  Section 7.6  PROCEDURE  FOR  INDEMNIFICATION  WITH  RESPECT TO
NON-THIRD-PARTY  CLAIMS.  In the event that the  Indemnified  Party  asserts the
existence of an  Indemnifiable  Claim (but excluding  claims  resulting from the
assertion of liability by third parties), it shall give prompt written notice to
the  Indemnifying  Party  specifying the nature and amount of the claim asserted
(the " Non- Third  Party Claim  Indemnification  Notice").  If the  Indemnifying
Party,  within  30  days  (or  such  greater  time as may be  necessary  for the
Indemnifying  Party to  investigate  such  Indemnifiable  Claim not to exceed 60
days), after receiving the Non-Third Party Claim Indemnification Notice from the
Indemnified  Party,  shall  not give  written  notice to the  Indemnified  Party
announcing  its intent to contest such assertion of the  Indemnified  Party (the
"Contest  Notice"),  such assertion  shall be deemed  accepted and the amount of
claim shall be deemed a valid  Indemnifiable  Claim.  During the time period set
forth in the preceding  sentence,  the  Indemnified  Party shall cooperate fully
with the  Indemnifying  Party in respect  of such  Indemnifiable  Claim.  In the
event, however, that the Indemnifying Party contests the assertion of a claim by
giving a Contest Notice to the Indemnified Party within said period, then if the
parties  hereto,  acting in good faith,  cannot reach  agreement with respect to
such claim within 30 days after such notice was first given to the  Indemnifying
Party, such parties may seek any remedy available to them at law or in equity.

                                  ARTICLE VIII

                                    COVENANTS

                  Section 8.1  COVENANTS OF ICON  REGARDING  CONDUCT OF BUSINESS
OPERATIONS PENDING THE CLOSING.  ICON covenants and agrees that between the date
of this  Agreement and the Closing Date, it will carry on its  businesses in the
ordinary course and consistent with past practice, and will use its best efforts
to (i) preserve its business  organizations  intact, (ii) retain the services of
their present  employees,  and (iii)  preserve the goodwill of its suppliers and
customers, and will not, except in the ordinary

                                      -27-

<PAGE>
course of business,  purchase,  sell, lease or dispose of any property or assets
or incur any liability or enter into any other extraordinary transaction. By way
of amplification and not limitation,  between the date of this Agreement and the
Closing Date,  ICON will not do any of the  following  without the prior written
consent of the GST Companies:

                  (a) (i) issue, sell, pledge, dispose of, encumber,  authorize,
or propose the issuance, sale, pledge, disposition, encumbrance or authorization
of any  shares  of  capital  stock  of any  class,  or  any  options,  warrants,
convertible  securities  or other  rights of any kind to  acquire  any shares of
capital stock, or any other ownership  interest,  of ICON; (ii) amend or propose
to amend the Articles of Incorporation or By-laws of ICON; (iii) split,  combine
or reclassify  any of the  outstanding  shares of ICON, or except as provided in
Section 3.7 hereof, declare, set aside or pay any dividend or other distribution
payable in cash,  stock,  property or otherwise  with respect  thereto;  or (iv)
redeem, purchase or otherwise acquire any shares of capital stock of ICON;

                  (b) (i) make any  acquisition  (by merger,  consolidation,  or
acquisition  of  stock  or  assets)  of any  corporation,  partnership  or other
business organization or division thereof; (ii) except in the ordinary course of
business and in a manner consistent with past practice,  sell,  pledge,  dispose
of, or  encumber  or  authorize  or propose  the sale,  pledge,  disposition  or
encumbrance  of any of its assets;  (iii) incur any  indebtedness  for  borrowed
money,  assume,  guarantee,  endorse or  otherwise  become  responsible  for the
obligations of any other individual,  partnership,  firm or corporation, or make
any loans or advances to any individual,  partnership,  firm, or corporation, or
enter into any contract or agreement to do so, except in the ordinary  course of
business and consistent  with past practice,  other than for the renewal by ICON
of its  credit  and  term  loan  facility  with  Imperial  Bank on terms no less
favorable to ICON than the terms of its current credit facility;  (iv) authorize
any single capital expenditure or series of related capital expenditures each of
which,  individually  or in the  aggregate,  is in excess of $10,000;  PROVIDED,
HOWEVER,  that ICON may acquire a new  switching  frame and module for an amount
not to exceed $300,000  without the prior written approval of the GST Companies;
or (v) release or assign any  indebtedness  owed to it or any claims held by it,
except in the ordinary course of business and consistent with past practice;

                  (c) take any  action  other  than in the  ordinary  course  of
business and in a manner  consistent  with past practice  (none of which actions
shall be  unreasonable or unusual) with respect to the grant of any severance or
termination  pay (otherwise  than pursuant to its policies in effect on the date
hereof or as provided in Section 3.7 hereof) or with  respect to any increase of
benefits  payable under its severance or  termination  pay policies in effect on
the date hereof;

                                      -28-

<PAGE>
                  (d)  make any  payments  (except  in the  ordinary  course  of
business and in amounts and in a manner consistent with past practice) under any
Employee  Benefit Plan to any employee,  independent  contractor or  consultant,
enter into any new Employee  Benefit Plan or any new consulting  agreement grant
or establish any awards under such Employee Benefit Plan or agreement,  or adopt
or otherwise amend any of the foregoing;

                  (e) take any action except in the ordinary  course of business
and in a manner  consistent  with past practice  (none of which actions shall be
unreasonable  or unusual)  with respect to  accounting  policies or  procedures,
other than such actions deemed necessary to comply with GAAP (including  without
limitation its procedures with respect to the payment of accounts payable);

                  (f) enter into or terminate any material contract or agreement
or make any material change in any material contract or agreement of ICON, other
than  (i) in the  ordinary  course  of  business  and (ii)  agreements,  if any,
relating to the transactions contemplated hereby; or

                  (g) waive any rights of material  value or cancel any material
debts or claims; or

                  (h) make any significant organizational or executive personnel
changes,  including but not limited to the entry into employment agreements, the
material  modification  of  existing  employment  agreements,  or any general or
executive officer compensation  increases not in accordance with past practices;
or

                  (i) take, or agree in writing or otherwise to take, any of the
foregoing  actions  or any  action  which  would  make any of  their  respective
representations or warranties contained in this Agreement untrue or incorrect in
any material respect as of the date when made or as of a future date.

                  Section 8.2 NO OTHER NEGOTIATIONS. Between the date hereof and
the  termination  of this  Agreement  pursuant to the  provisions  of Article IX
hereof (the "Termination Date"), ICON will not (i) enter into any agreement with
a third party with respect to the acquisition, directly or indirectly, of shares
or other  securities of ICON or a material  part of its assets,  (ii) enter into
negotiations with a third party regarding such an agreement,  or (iii) provide a
third party with general  access to the books,  records or employees of ICON for
the purpose of enabling such third party to conduct a purchase  investigation of
its legal, financial or business condition.

                  Section 8.3 REGULATORY  APPROVALS.  ICON shall  cooperate with
the GST  Companies  and  proceed  diligently  and use its best effort to take or
cause to be taken all actions,  to sign such  applications and to do or cause to
be done all such other things

                                      -29-

<PAGE>
reasonably  requested by the GST  Companies in  connection  with  obtaining  the
approvals of the Governmental Authorities referred to in Schedule 3.5 hereto.

                  Section 8.4 EMPLOYMENT MATTERS. ICON shall be permitted to pay
to employees of ICON who are employed on the Closing Date and who continue to be
employed  subsequent  thereto,  and who subsequently leave such employment,  the
following severance benefits:

                  (i)      if such severance  occurs within six months after the
                           Closing Date, such employee shall receive up to three
                           weeks base  salary to be finally  determined  by Cole
                           (or if Cole is no  longer  employed  by  ICON) by the
                           then chief executive officer of ICON),

                  (ii)     if such  severance  occurs  subsequent  to six months
                           after the Closing Date,  severance in accordance with
                           the policy of GST  applicable for employees of GST as
                           if such  employee  had been  employed by GST prior to
                           the Closing Date

In addition,  the chief executive officer of GST and the chief executive officer
of ICON shall have joint  discretion over  employment  related issues during the
six  month  period  following  the  Closing  Date,  as  such  issues  relate  to
termination and transfer.

                  Section  8.5   ADDITIONAL   COVENANTS  OF  ICON  AND  THE  GST
COMPANIES. Each of ICON and the GST Companies covenants and agrees:

                  (a)  BEST  EFFORTS.  To  proceed  diligently  and use its best
efforts to take or cause to be taken all  actions  and to do or cause to be done
all things  necessary,  proper and  advisable  to  consummate  the  transactions
contemplated  by this  Agreement,  including  the  execution and delivery of the
Escrow  Agreement,  the Restrictive  Covenant  Agreements,  the  Indemnification
Agreement, the Cole Employment Agreement and the Crowe Employment Agreement.

                  (b)  COMPLIANCE.  To comply in all material  respects with all
applicable  rules and  regulations of any  Governmental  Authority in connection
with  the  execution,  delivery  and  performance  of  this  Agreement  and  the
transactions  contemplated  hereby; to use all reasonable efforts to obtain in a
timely  manner all  necessary  waivers,  consents and  approvals and to take, or
cause to be taken,  all other actions and to do, or cause to be done,  all other
things  necessary,  proper or  advisable  to  consummate  and make  effective as
promptly as practicable the transactions contemplated by this Agreement.

                  (c)  NOTICE.  To give  prompt  notice  to the  other  party or
parties of (i) the occurrence, or failure to occur, of any event

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<PAGE>
whose   occurrence   or  failure  to  occur,   would  be  likely  to  cause  any
representation or warranty contained in this Agreement to be untrue or incorrect
in any material respect at any time from the date hereof to the Closing Date and
(ii) any material  failure on its part,  or on the part of any of its  officers,
directors,  employees  or  agents,  to  comply  with or  satisfy  any  covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it  hereunder;
provided,  however,  that the  delivery  of any such  notice  shall not limit or
otherwise  affect the remedies  available  hereunder to the party receiving such
notice.

                  (d)  ACCESS.  To cause its  affiliates,  officers,  directors,
employees,  auditors and agents to afford the officers,  employees and agents of
the  other  party  hereto  complete  access  at all  reasonable  times  and upon
reasonable  notice to its  properties,  offices and other  facilities and to all
books and  records,  and shall  furnish  such other  party  with all  financial,
operating  and  other  data and  information  as the  other  party  through  its
officers,  employees or agents, may reasonably request,  provided that the party
providing  such access and  furnishing  such data and  information  to the other
party incurs no cost in doing so.

                  (e) CONFIDENTIALITY. To hold in strict confidence all data and
information  obtained from the other party hereto or any  subsidiary,  division,
associate,  representative,  agent or affiliate  of any such party  (unless such
information  is  or  becomes  publicly   available  without  the  fault  of  any
representative  of such  party,  or public  disclosure  of such  information  is
required by law in the  opinion of counsel to such party) and shall  insure that
such  representatives  do not disclose  information  to others without the prior
written  consent of the other party hereto,  and in the event of the termination
of this  Agreement,  to cause  its  representatives  to  return  promptly  every
document  furnished  by the  other  party  hereto or any  subsidiary,  division,
associate,  representative,  agent or affiliate of any such party in  connection
with the transactions  contemplated hereby and any copies thereof which may have
been made, other than documents which are publicly available.

                  (f) ANNOUNCEMENTS.  That all public announcements,  statements
and press releases  concerning the  transactions  contemplated by this Agreement
shall be mutually agreed to by ICON and the GST Companies before the issuance or
the making thereof and,  subject to the advice of counsel,  no party shall issue
any such press releases or make any such public  statement  prior to such mutual
agreement,  except as may be required by law.  Copies of any such  announcement,
report,  statements or press release,  including any  announcement or disclosure
required by law or by any Governmental Authority,  shall be delivered to each of
the parties hereto prior to release.

                                      -31-

<PAGE>
                                   ARTICLE IX

                                   TERMINATION

                  Section 9.1  TERMINATION  BY ANY PARTY HERETO.  This Agreement
may be  terminated  and  cancelled  at any time prior to the  Closing by the GST
Companies on the one hand, or ICON on the other hand, upon written notice to the
proper party or parties if: (i) any of the  representations or warranties of the
party or parties  receiving  such  notice  contained  herein  shall  prove to be
inaccurate or untrue in any material respect and such representation or warranty
shall  continue to be inaccurate or untrue in any material  respect for a period
of  five  days  after   written   notice   thereof  to  the  party  making  such
representation  or  warranty;  (ii)  any  obligation,  term or  condition  to be
performed or observed by the party or parties  receiving  such notice  hereunder
has not been  performed or observed in any  material  respect at or prior to the
time specified in this  Agreement and such  non-performance  or non-  observance
shall  continue for a period of five days after  written  notice  thereof to the
party failing to perform or observe such obligation, term or condition; or (iii)
the Closing has not taken place on or before April 15, 1998; PROVIDED,  HOWEVER,
that the  termination of this Agreement  pursuant to this Section 9.1 shall have
no effect on whatever  rights and remedies  the parties  hereto may have against
one another by reason of such termination.

                                    ARTICLE X

                                  MISCELLANEOUS

                  Section  10.1  EXPENSES.  All costs and  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid  by  the  party  incurring  such  costs  and  expenses  regardless  of  the
termination  of this  Agreement or the failure to  consummate  the  transactions
contemplated hereby.

                  Section 10.2 NOTICES. All notices, requests, demands and other
communications  that are required or may be given under this Agreement  shall be
in writing and shall be deemed to have been duly given when delivered personally
(which  personal  delivery  shall  include  delivery  by  responsible  overnight
courier),  or five days after being sent by registered or certified mail, return
receipt requested, postage prepaid:

                  (a) IF TO THE GST COMPANIES TO:

                           GST Telecommunications, Inc.
                           4001 Main Street
                           Vancouver, Washington 98663
                           Attention: Chief Executive Officer

                                      -32-

<PAGE>
                           WITH A COPY TO:

                           Olshan Grundman Frome & Rosenzweig LLP
                           505 Park Avenue
                           New York, New York 10022
                           Attention:  Stephen Irwin, Esq.

                  (b) IF TO ICON TO:

                           ICON Communications Corp.
                           c/o Leslie N. Cole
                           2001 Sixth Avenue, Suite 500
                           Seattle, Washington 98121

or to such other address as any party shall have  specified by notice in writing
to the other in compliance with this Section 8.2.

                  Section 10.3 ENTIRE AGREEMENT.  This Agreement,  together with
the Schedules and Exhibits  hereto,  constitutes the entire  agreement among the
parties  hereto  with  respect to the  subject  matter  hereof and  thereof  and
supersedes all prior agreements,  representations  and understandings  among the
parties  hereto  including the letter of intent dated February 24, 1998 relating
to the sale of the capital stock of ICON.

                  Section  10.4  BINDING  EFFECT,  BENEFITS,  ASSIGNMENTS.  This
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
and  their  respective  successors  and  assigns;  nothing  in  this  Agreement,
expressed or implied, is intended to confer on any other person,  other than the
parties hereto or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.  This Agreement
may not be  assigned  without  the prior  written  consent of the other  parties
hereto.

                  Section 10.5  APPLICABLE LAW. This Agreement shall be governed
by and construed in accordance  with the laws of the State of Delaware,  without
regard to principles of conflicts of law.

                  Section  10.6  CONSENT TO  JURISDICTION.  Each of the  parties
hereto  hereby  irrevocably  submits to the  non-exclusive  jurisdiction  of any
Washington  state  court  or  Federal  court  sitting  in the  City of  Seattle,
Washington  over any action or  proceeding  arising  out of or  relating to this
Agreement  and the  transactions  contemplated  hereby  and each of the  parties
hereto  hereby  irrevocably  agrees that all claims in respect of such action or
proceeding  shall be heard and  determined in such  Washington  state or Federal
court.  Each of the parties  hereto hereby  irrevocably  waives,  to the fullest
extent legally possible, the defense of an inconvenient forum to the maintenance
of such action or proceeding.

                  Section  10.7  HEADINGS.  The  headings  and  captions in this
Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.

                                      -33-

<PAGE>
                  Section  10.8  COUNTERPARTS.  This  Agreement  may be executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

                  Section  10.9  WAIVER;  CONSENT.  This  Agreement  may  not be
changed, amended, terminated,  augmented, rescinded or discharged (other than by
performance),  in whole or in part,  except by a writing executed by each of the
parties  hereto and no waiver of any of the  provisions  or  conditions  of this
Agreement  or any of the rights of a party  hereto shall be effective or binding
unless such waiver  shall be in writing and signed by the party  claimed to have
given or  consented  thereto.  Except to the extent that a party hereto may have
otherwise agreed to in writing, no waiver by that party of any condition of this
Agreement   or  breach  by  any   other   party  of  any  of  its   obligations,
representations  or warranties  hereunder  shall be deemed to be a waiver of any
other  condition  or  subsequent  or  prior  breach  of the  same  or any  other
obligation  or  representation  or warranty by such other  party,  nor shall any
forbearance by the first party to seek a remedy for any  noncompliance or breach
by such  other  party be deemed to be a waiver by the first  party of its rights
and remedies with respect to such noncompliance or breach.

                  Section 10.10 NO THIRD PARTY BENEFICIARIES. Subject to Section
8.5  hereof,  nothing  herein,  expressed  or  implied,  is intended or shall be
construed  to confer  upon or give to any  person,  firm,  corporation  or legal
entity,  other than the parties hereto,  any rights,  remedies or other benefits
under or by reason of this Agreement.

                  Section 10.11  GENDER.  Whenever the context  requires,  words
used in the  singular  shall be construed to mean or include the plural and vice
versa,  and pronouns of any gender shall be deemed to include and  designate the
masculine, feminine or neuter gender.

                  Section 10.12 ACCESS TO RECORDS. Subsequent to the Closing and
subject to that certain Confidentiality  Agreement dated October 27, 1997 by and
between  ICON and GST, GST shall afford the  Shareholders  reasonable  access to
ICON's books and records as may be required by the  Shareholders  in  connection
with any  liabilities  asserted by others against the  Shareholders as officers,
directors or  shareholders  of ICON or in  connection  with the  performance  of
ICON's obligations under this Agreement.

                  Section 10.13 KNOWLEDGE.  For purposes of this Agreement,  (a)
the phrase "to the best knowledge of ICON" or words of similar effect shall mean
the actual  knowledge  of Leslie N. Cole and Donald Crowe and (b) the phrase "to
the best  knowledge of the GST  Companies" or words of similar effect shall mean
the actual

                                      -34-

<PAGE>
knowledge of the Chief Executive Officer and Chief Financial Officer of GST.


                                      -35-

<PAGE>
                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on the day and year hereinabove first set forth.

                           GST TELECOMMUNICATIONS, INC.


                           By:/s/ John Warta
                              --------------------------
                              Name:  John Warta
                              Title: Chairman of the Board
                                     and Chief Executive Officer


                           GST MERGER SUB, INC.


                           By:/s/ Stephen Irwin
                              --------------------------
                              Name:  Stephen Irwin
                              Title: Vice President


                           ICON COMMUNICATIONS CORP.




                           By:/s/ Leslie N. Cole
                              --------------------------
                              Name:  Leslie N. Cole
                              Title: President and Chief
                                     Executive Officer

                                      -36-