STOCK ISSUANCE AND PLAN FUNDING AGREEMENT

                                                                    EXHIBIT 10.1

                   STOCK ISSUANCE AND PLAN FUNDING AGREEMENT

      THIS STOCK ISSUANCE AND PLAN FUNDING AGREEMENT (the "Agreement") is
entered into as of the 1st day of December 2006, by and between ICON
INTERNATIONAL HOLDINGS, INC., a Florida corporation ("Icon") and KENNETH A.
WELT, solely in his capacity as Chapter 11 Trustee (the "Trustee") for and on
behalf of the bankruptcy estate of FALCON AIR EXPRESS, INC., a Florida
corporation ("Falcon").

                             PRELIMINARY STATEMENTS

      WHEREAS, Icon is a development stage company engaged in the business of
operating newly configured leased aircraft to provide business class commercial
airline services;

       WHEREAS, Falcon is engaged in the commercial airline business and owns all
of the Assets, which consist of all of the assets associated with, necessary or
desirable for the operation of the Business;

      WHEREAS, Falcon filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code on May 10, 2006 ("Petition Date") with the Bankruptcy Court
(the "Bankruptcy Case");

      WHEREAS, on June 26, 2006, Kenneth A. Welt was appointed as the Chapter 11
Trustee and has been operating Falcon since his appointment;

      WHEREAS, on May 22, 2006, the Office of the United States Trustee
appointed the Official Committee of Unsecured Creditors (the "Committee");

      WHEREAS, subject to the terms and conditions of the Agreement, the Trustee
intends to propose a Plan pursuant to which, among other things, Icon   will
acquire all of the capital stock of the Reorganized Falcon (the "Falcon
Shares"); and

      WHEREAS, Icon wishes to acquire the Falcon Shares pursuant to and in
accordance with the Bankruptcy Code, the Plan and subject to the terms and
conditions contained in this Agreement and the Plan;

      NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree that the foregoing preliminary
statements are true and correct and further agree as follows:

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                                   AGREEMENT

      1.     PRELIMINARY STATEMENTS. All of the foregoing Preliminary Statements
are true and correct and hereby incorporated into this Agreement.

      2.     CERTAIN DEFINITIONS. The following terms as used in this Agreement
shall have the meanings set forth below; capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such terms in the Plan or
the Disclosure Statement. Such meanings shall be equally applicable to both the
singular and plural forms of such terms, unless the context requires otherwise.
As used herein:

            (a)    "Agreement" shall mean this Stock Issuance and Plan Funding
Agreement, including the Exhibits, Schedules and attachments hereto.

            (b)    "Affiliate" of a Person shall mean a Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the first Person.

            (c)    "Assets" shall mean all of the properties and assets (other
than the Excluded Assets) of every kind and nature, real, personal or mixed,
tangible or intangible, wherever located, owned by the Falcon, and associated
with, necessary or desirable for the operation of the Business.

            (d)    "Bankruptcy Code" shall mean title 11 of the United States
Code, together with all amendments and modifications thereto that were
subsequently made applicable to the Chapter 11 Case.

            (e)    "Bankruptcy Court" shall mean the United States Bankruptcy
Court for the Southern District of Florida (Miami Division) or, if such court
ceases to exercise jurisdiction over the Chapter 11 Case, the court or adjunct
thereof that exercises jurisdiction over the Chapter 11 Case.

            (f)    "Business" shall mean any and all business activities of
Falcon, including, but not limited to, the operation of a FAA 121 Certificated
commercial airline charter service.

            (g)    "Business Relationships with Government or Regulatory
Authorities" shall mean any contract or relationship with a governmental unit,
agency or Affiliate relating to the Business to which Falcon is a party.

            (h)    "Chapter 11 Case" shall mean the case under Chapter 11 of the
Bankruptcy Code commenced by Falcon pursuant to a Voluntary Petition filed May
10, 2006 in the Bankruptcy Court (Case No. 06-11877-BKC-AJC), which is also
jointly administered with the bankruptcy case of MAJEL Aircraft Leasing Corp.
(Case No. 06-11878-BKC-AJC).

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            (i)    "Closing" shall mean the closing of the transaction
contemplated by this Agreement and the issuance of the Falcon Shares.

            (j)    "Closing Date" shall mean the date which is the 11th day
following the docketing of the Confirmation Order or sooner at Icon's election.
The Closing Date may be extended by the mutual written agreement of the Trustee
and Icon.

            (k)    "IRC" shall mean the Internal Revenue Code of 1986, as
amended.

            (l)    "Committee" shall mean the Official Committee of Unsecured
Creditors appointed in the Chapter 11 Case on May 22, 2006 by the Office of the
United States Trustee, as the membership of such committee is constituted and
reconstituted as representatives for the Falcon Creditors.

            (m)    "Confirmation Order" shall mean the order entered by the
Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy
Court as set forth in Section 17 of this Agreement.

            (n)    "Consideration" shall mean the aggregate consideration for the
Falcon Shares as set forth in Section 9 of this Agreement.

            (o)    "Contracts" shall mean the executory contracts and unexpired
leases to which Falcon is a party relating to the Business which may be assumed
by Falcon pursuant to the Plan. Attached hereto as Schedule 1 and made a part
hereof is a list of Contracts prepared to the best of the Trustee's actual
knowledge, along with the estimated cure amounts prepared in reliance upon
Falcon's books and records.

            (p)    "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management policies of a Person,
whether through the ownership of voting securities, by contract or other
arrangement, as trustee or executor, or otherwise.

            (q)    "Deposit" shall mean an aggregate deposit in an amount equal
to $500,000 to be delivered by Icon as set forth in Section 7 of this Agreement.

            (r)    "Disclosure Statement" shall mean Trustee's Disclosure
Statement in Support of Trustee's Chapter 11 Plan of Reorganization, along with
all exhibits, appendices, schedules and annexes attached thereto, as such
Disclosure Statement may be altered amended, supplemented or modified from time
to time, prepared and distributed in accordance of the Bankruptcy Code.

            (s)    "DOJ" shall mean the United States Department of Justice.

            (t)    "DOT" shall mean the United States Department of
Transportation.

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            (u)    "Excluded Assets" shall have the meaning set forth in Section
4 of this Agreement.

            (v)    "FAA" shall mean the United States Federal Aviation
Administration.

            (w)    "Falcon" shall have the meaning set forth in the preamble of
this Agreement.

            (x)    "Falcon Creditors" shall mean all creditors holding allowed
general unsecured non-priority claims against Falcon.

            (y)    "Falcon Shares" shall have the meaning set forth in the
Preliminary Statements of this Agreement.

            (z)    "Governmental Action" shall mean any and all approvals,
authorizations or other actions of DOT, FAA or any other applicable federal,
state, local or foreign governmental authority, if any, necessary to consummate
the transactions contemplated by this Agreement.

            (aa)   "Guarantor" shall mean Icon International Holdings, Inc.

            (bb)   "Icon" shall have the meaning set forth in the preamble of
this Agreement.

            (cc)   "Insurance Policies" shall mean all policies of insurance of
every kind and nature maintained by Falcon or any of the Subsidiaries with
respect to the Assets, Business, property and/or personnel.

            (dd)   "IRS" shall mean the U.S. Internal Revenue Service.

            (ee)   "Lease" shall mean that certain real property lease for 9000
N.W. 15th Street, Miami, FL 33172, also known as Units #9 and #10, of Lakes Edge
Commercial Condominium between Lakes Edge Commercial Properties, LLC and Falcon
Air Express, Inc. dated December 23, 2004, inclusive of the Purchase Option as
defined therein.

            (ff)   "Liquidating Trust" shall mean the Falcon Liquidating Trust
created by virtue of the Falcon Liquidating Trust Agreement under which the
Trustee shall serve as Liquidating Trustee, all of which is provided for in the
Plan and the Confirmation Order.

            (gg)   "Person" shall mean any natural person, firm, partnership,
association, corporation, company, trust, business trust, government authority
or other entity.

            (hh)   "Pink Sheets" shall mean the centralized quotation service
that collects and publishes market maker quotes for over-the-counter securities
in real time.

            (ii)   "Plan" shall mean Trustee's Chapter 11 Plan of Reorganization
to be filed by the Trustee and which will incorporate the terms of this
Agreement and as such Plan may be

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further altered amended, supplemented or modified from time to time, prepared
and distributed in accordance of the Bankruptcy Code.

             (jj)   "Reorganized Falcon" shall mean the entity which shall emerge
after the Confirmation of the Plan.

            (kk)   "Subsidiaries" or "Subsidiary" shall mean (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
is owned by Falcon directly or indirectly through Subsidiaries and (ii) any
partnership, limited partnership, limited liability company, associates, joint
venture or other entity in which Falcon directly or indirectly through
Subsidiaries has more than a 50% equity interest. Attached hereto as Schedule 2
and made a part hereof is a list of Subsidiaries prepared to the best of the
Trustee's actual knowledge.

             (ll)   "TIP Loan" shall mean trustee-in-possession financing in an
amount up to $250,000 as provided by Icon to Falcon as set forth in Section 8 of
this Agreement.

      Whenever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, feminine and the neuter. Except as expressly stated or shown, the
words "herein," "hereof," "hereto," "hereunder," and other words of similar
import refer to this Agreement as a whole and not to any particular paragraph,
subparagraph, or clause contained in this Agreement. The words "includes" and
"including" are not limiting and mean that the things specifically identified
are set forth for purposes of illustration, clarity or specificity and do not in
any respect qualify, characterize or limit the generality of the class within
which such things are included.

      3.     ISSUANCE OF FALCON SHARES.

             (a)    On the Closing Date, the Trustee shall cause the issuance of
the Falcon Shares to Icon in accordance with and subject to the conditions set
forth in the Plan. The Trustee shall evidence such transaction by delivering to
Icon one or more stock certificates representing the Falcon Shares.

            (b)    The issuance of the Falcon Shares to Icon pursuant to this
Agreement will result in Icon controlling 100% of the outstanding shares of the
Reorganized Falcon. Moreover, the Confirmation Order shall provide for the (i)
cancellation of all of Falcon's issued and outstanding shares and (ii) issuance
of 100% of the shares of Reorganized Falcon to Icon. Icon acknowledges THAT,
except as provided herein, the Falcon Shares are being sold on an "as is, where
is" basis, except as otherwise stated herein. The Trustee shall not be deemed to
have made any representations or warranties regarding the Falcon Shares, the
Business, Assets or financial condition of Falcon or any other matter other than
as specifically set forth herein, and any claims to the contrary shall be null
and void.

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      4.     EXCLUDED ASSETS. Prior to or contemporaneously with the issuance of
the Falcon Shares to Icon, the following assets (collectively, the "Excluded
Assets") shall be transferred, conveyed and assigned to the Liquidating Trust
and shall not constitute part of the Assets:

            (a)    All claims relating to engines which are the property of
Falcon and in the possession of a third party including, without limitation, the
Pratt & Whitney aircraft engines, and all engine records, logs, manuals and
technical records and all related parts or equipment designated for use in or
associated with such engines, currently being held by Hamilton Aerospace
Technologies, Inc. Notwithstanding the foregoing, that certain aircraft engine
in the possession, custody and control of Falcon identified by serial number
700664 and all parts and equipment in the possession, custody and control of
Falcon shall not be an Excluded Asset.

            (b)    cash and cash equivalents, including petty cash accounts or
cash on hand or in bank accounts, certificates of deposit, surety bonds,
commercial paper and other similar securities related to the Business;

            (c)    all accounts and notes receivable as well as other claims for
money or other obligations due (or which hereafter will become due) to Falcon
arising out of the Business;

            (d)    all of the outstanding capital stock of the Subsidiaries;

            (e)    all avoidance claims and actions of Falcon, including, without
limitation, any such claims and actions arising under Sections 544, 547, 548,
549, 550 and 553 of the Bankruptcy Code;

            (f)    all third party claims, causes of action and insurance
proceeds with respect to or arising in connection with the Business including,
without limitation, causes of action against directors and officers; and

            (g)    all consideration paid under this Agreement.

      5.     ASSUMPTION OF CONTRACTS; LIABILITIES. On or before ten   (10) days
prior to the first scheduled hearing to consider confirmation of the Plan, Icon
shall designate in writing to the Trustee those Contracts (other than the Lease)
which Icon desires to have assumed by Falcon (each a "Designation"). Attached
hereto as Schedule 1 and made a part hereof is a list of Contracts prepared to
the best of the Trustee's actual knowledge, along with the estimated cure amount
prepared in reliance upon Falcon's books and records. The Trustee shall promptly
after receiving the Designation, file a motion pursuant to Section 365 of the
Bankruptcy Code seeking the assumption of the Contracts identified in the
Designation as of the Closing. In the event that any Contract designated by Icon
is not assumable on the terms and conditions acceptable to Icon, then, at Icon's
sole option, such Contract shall not be assumed. This Agreement remains valid
and enforceable notwithstanding Icon's ability to assume any of the Contracts.
The Plan shall provide for the rejection of all Contracts not identified in the
Designation. All cure and any other monetary default payments amounts owing
under the Contracts as of the Closing Date, which the Bankruptcy Court may order
as a condition to the assumption of the Contracts, shall be satisfied by Icon
without credit against or reduction of Consideration for any cure amounts
assumed or

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paid. Icon shall not assume any liabilities, claims, obligations or commitments
of Falcon or any of the Subsidiaries, except as expressly set forth herein or
under the Plan.

      6.     ASSUMPTION OF REAL PROPERTY LEASE WITH PURCHASE OPTION. Effective as
of   the Closing, the Trustee shall assume and the Bankruptcy Court shall enter
an order authorizing the assumption of the Lease which order shall confirm that
the "Purchase Option" (as defined in the Lease) remains in full force and effect
and direct Lakes Edge Commercial Properties, LLC, as landlord, to issue an
estoppel letter confirming any and all amounts necessary to cure defaults
pursuant to Section 365 of the Bankruptcy Code through the Closing Date at least
two (2) business days prior to the Closing (the "Lease Assumption Order"). The
Trustee will use his best efforts (but not as a condition to Closing) to
negotiate an extension of the Purchase Option which is acceptable to Icon and
approved by the Bankruptcy Court as a modification to the Lease under the Lease
Assumption Order. Icon shall comply with the Lease Assumption Order, including
prompt payment of all cure amounts required there under. Icon is not entitled to
a credit against or reduction of the Consideration for any cure amounts assumed
or paid.

      7.     DEPOSIT. Concurrently with the mutual execution and delivery of this
Agreement, Icon is depositing $250,000 of the Deposit in cleared funds in a
trust account maintained by Rice Pugatch Robinson & Schiller, P.A. ("RPR&S").
Icon shall deposit an additional $250,000 (representing the balance of the
Deposit) in cleared funds in a trust account maintained by RPR&S within two (2)
business days after the Trustee provides Icon with written evidence of a
settlement of the IRS' secured and unsecured priority claim against Falcon. The
disposition of the Deposit shall be governed by Section 20 of this Agreement. At
the Closing, the Deposit shall be credited toward payment of the Consideration.
If the Deposit becomes non-refundable as provided herein, upon a termination of
this Agreement, Falcon shall be entitled to retain the Deposit.

      8.     POST-PETITION FINANCING TO BE PROVIDED BY ICON.

            (a)    The parties recognize and acknowledge that in order to
preserve the value of the Business for purposes of confirmation of the Plan, it
shall be necessary to maintain the Business operations and the Part 121
Certificate current and in full force and effect. It is further
acknowledged by the parties that every effort will be made to utilize the
current cash flow of Falcon in order to accomplish this objective.

            (b)    Concurrently with the mutual execution and delivery of this
Agreement, Icon shall deposit $250,000 in cleared funds in a trust account
maintained by RPR&S (the "TIP Escrow"). In the event the Trustee determines that
the cash flow of Falcon is insufficient to maintain the Business operations and
the Part 121 Certificate current and in full force and effect,   then the
Trustee, in his sole and absolute discretion, may instruct RPR&S to immediately
disburse funds to Falcon from the TIP Escrow, so long as the TIP Loan and each
draw down there under is approved by the Bankruptcy Court pursuant to Sections
364(c) and (d)(1) of the Bankruptcy Code (which approval Icon shall not oppose).
The repayment obligations of Falcon under the TIP Loan shall (i) be secured by a
blanket lien on all of the Assets, subordinate in priority only to the security
interest of Jet Global, Inc., if any, (ii) have priority over any or all

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administrative expenses of the kind specified in section 503(b) or 507(b) of the
Bankruptcy Code, also subordinate in priority to the security interest of Jet
Global, Inc., if any and (iii) shall be evidenced by a Promissory Note and Loan
and Security Agreement consistent with this Agreement and reasonably acceptable
to the Trustee and Icon. Notwithstanding the foregoing, the Trustee is not
granting Icon a security interest in any litigation claims against third parties
including, without limitation, claims of Falcon arising under Sections 547, 548,
549, 550 and 553 of the Bankruptcy Code. Icon shall be entitled to a credit at
Closing for any amounts advanced under the TIP Loan.

            (c)    It is further acknowledged that prior to drawing on the TIP
Loan, the Trustee shall cooperate with Icon in attempting to satisfy the cash
flow needs of Falcon through the lease of additional aircraft which Icon agrees
to facilitate on a cost basis to Icon. The receipts collected by Falcon from the
lease of additional aircraft shall be distributed in the following priority:
First, to satisfy all of Falcon's indirect and direct operating expenses
associated with the additional lease including the actual underlying lease
payment; Second, to reimburse Icon for its actual and incurred lease expenses
(not including the posting of any deposit, overhead or financing expenses); and
Third, all remaining receipts will be retained by Falcon for the continued
operation of Falcon pending confirmation of the Plan. The Trustee's cooperation
shall be subject to the exercise of his business judgment and subject to
Bankruptcy Court approval. In the event that any aircraft are leased by Icon in
accordance with this subsection (c), Falcon shall collaterally assign to Icon
any and all of Falcon's right, title and interest in and to any charter
agreements underlying the sublease of such aircraft by Icon to Falcon.

            (d)    It is further acknowledged and agreed that the Trustee shall
cooperate with Icon to sell by consignment or other available means prior to the
Closing all aircraft equipment and parts in the possession, custody and control
of Falcon. Any proceeds received by Falcon from the sale of such equipment and
parts shall be credited to Icon at Closing and deducted from the Consideration
to be paid by Icon at Closing in accordance with Section 9 herein. Any of such
equipment and parts not sold prior to Closing shall thereafter become the
property of Icon.

      9.     CONSIDERATION. Upon the terms and subject to the conditions of this
Agreement, the parties agree that the aggregate Consideration for the Falcon
Shares shall be not less than $4,200,000 and shall be payable as follows:

            (a)    $3,000,000 in U.S. funds by wire transfer of immediately
available funds or cash equivalent at the Closing, less any amounts paid by or
credited to Icon on behalf of Falcon prior to the Closing Date; and

            (b)    Issuance of shares of common stock of Icon, $.001 par value
per share, having an aggregate market value of $1,200,000. The number of shares
to be issued shall be determined by calculating the average closing per share
price of Icon's common stock as quoted on the Pink Sheets for the five (5)
trading days immediately preceding the Closing Date (the "Plan Shares"). The
Plan Shares shall be issued to the Liquidation Trust for the benefit of the

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Falcon Creditors pursuant to the Plan and in exchange for claims against and
interests in Falcon within the meaning of Section 1145 of the Bankruptcy Code.
The share certificates representing the Plan Shares shall not bear a restrictive
legend restricting transferability under the Securities Act of 1933, as amended
(the "Securities Act"). Such Plan Shares shall be issued pursuant to the Plan
and shall be exempt from registration under the Securities Act provided under
Section 1145 of the Bankruptcy Code to the extent provided by the Confirmation
Order. Notwithstanding the foregoing, in no event shall gross proceeds received
by the Liquidating Trustee from the sale of the Plan Shares, before deductions
of any type whatsoever, including but not limited to, service charges, bank
charges, brokerage fees and commissions and transfer agent fees, exceed
$3,600,000 in the aggregate which amount shall include any Shortfall payments
made by Icon in accordance with Paragraph 10(b) (the "Maximum Proceeds"). In the
event that the Maximum Proceeds is exceeded, the Liquidating Trustee shall
return to Icon any and all sums that exceed the Maximum Proceeds together with
any unsold Plan Shares within 10 business days of the receipt of Maximum
Proceeds in the brokerage account of the Liquidating Trustee for the benefit of
the Falcon Creditors.

      10.    LEAK-OUT AGREEMENT; GUARANTY.

            (a)    The resale of the Plan Shares by or on behalf of the Falcon
Creditors shall be subject to the terms and conditions of a leak-out agreement
among the relevant parties to ensure that at all times during the term of the
Leak-Out Agreement the Plan Shares are sold in a manner consistent with
maintaining a fair and orderly market for Icon's securities in the public
market (the "Leak-Out Agreement"). The Leak-Out Agreement shall, among
other things, limit the resale of the Plan Shares to no more than one-twelfth
(1/12) of the Plan Shares per month (the "Monthly Allotment") commencing in
the first month following the Closing Date and ending on the earlier to occur of
(i) the last business day of the twelfth month following the Closing Date, or
(ii) such time as all Plan Shares have been sold.

            (b)    The Guarantor hereby guarantees that the Liquidating Trustee
shall realize gross proceeds of at least $100,000 per month, before deductions
of any type whatsoever, including but not limited to, service charges, bank
charges, brokerage fees and commissions and transfer agent fees, during the term
of the Leak-Out Agreement from the sale of the Monthly Allotment of Plan Shares
(the "Gross Proceeds"). The Guarantor shall, be responsible for the prompt
payment of any shortfall amount (the "Shortfall") resulting solely from either
of the following (or a combination thereof): (i) the Gross Proceeds for any
month during the term of the Leak-Out Agreement from the sale of the Monthly
Allotment for such month is less than $100,000; or (ii) the Liquidating Trustee,
due to market conditions affecting the salability of the Monthly Allotment, is
unable, after making all reasonable good faith efforts, to sell the entire
Monthly Allotment for any month during the term of the Leak-Out Agreement, but
in no event shall the Guarantor be responsible for the payment of a Shortfall
that is the result of a voluntary decision of the Liquidating Trustee to
otherwise not sell all or any part of the Monthly Allotment of Plan Shares
during any one or more months during the term of the Leak-Out Agreement. Subject
to the foregoing, the Shortfall amount(s), if any, shall be aggregated for the
quarterly period and paid on a quarterly basis in accordance with this
subsection (b). Within five (5) business days following the end of each quarter
during the term of the Leak-Out Agreement, the

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Liquidating Trustee shall provide a written notice to Icon (the "Shortfall
Notice") notifying Icon of any Shortfall for the subject month. The Shortfall
Notice shall contain an accounting of the Gross Proceeds received from the sale
of the Monthly Allotment and the am