1359555--4/2/2007--ICO_Global_Communications_(Holdings)

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Risks Related to Our Business We have no significant operations, revenues or operating cash flow and will need additional liquidity to fund our operations and fully fund all necessary capital expenditures. We may not be successful in implementing our business plan and this failure would have a material effect on our financial condition and ability to generate revenues from operations and realize earnings. There are significant risks associated with building, launching and operating the satellite contemplated under our business plan. There are significant technological risks associated with development of our MSS/ATC System. The success of our business plan may depend on our ability to form strategic partnerships to develop our MSS/ATC System under the constraints of various regulatory requirements. We face significant competition from companies that are larger or have greater resources. We may be unable to protect the proprietary information and intellectual property rights that our operations and future growth will depend on. We are currently being audited by the Internal Revenue Service for a tax year in which we realized a sizeable gain that was offset by losses. We are engaged in litigation with The Boeing Company and BSSI and expect to incur material expenses in pursuing this litigation. We are in the process of terminating most of our MEO gateway agreements and may incur additional material expenses in terminating these agreements. Our auditors identified material weaknesses in our internal controls during their audit of our financial statements. If we are unable to successfully address these material weaknesses in our internal controls, or other control deficiencies, our ability to provide timely and accurate financial statements could be adversely affected. Our 2 GHz MSS authorization is subject to significant implementation milestones. We are subject to significant U.S. and international governmental regulation. In order to maintain our U.K. authorization to operate our MEO satellite system, we may need to secure additional satellite contracts and funding. We have not yet applied for ATC authorization and, if we are not successful in receiving authorization, it could have a material adverse effect on our ability to deploy the integrated MSS/ATC System. Our use of the 2 GHz band is subject to successful relocation of incumbent users. Our spectrum assignment is subject to pending petitions for FCC reconsideration. Any changes in control of certain of our subsidiaries are subject to prior FCC approval. Risks Related to the ICO North America 7.5% Notes Our primary subsidiary, ICO North America, has a substantial amount of indebtedness, which could adversely affect our ability to execute our business plan and to obtain additional financing, and the terms of the indenture may restrict ICO North America s current and future operations. ICO North America does not generate sufficient cash to make future interest payments and repay its 7.5% Notes. The 7.5% Notes are secured by a security interest in substantially all of ICO North America and its subsidiaries assets and by our pledge of its capital stock. ICO North America may not have the ability to finance the change of control repurchase offer required by the indenture governing its 7.5% Notes. The 7.5% Notes are convertible into shares of ICO North America s common stock, and, if converted, our ownership of ICO North America would be reduced to approximately 56%. The annual interest rate on the 7.5% Notes increases if our GEO satellite and its associated systems are not certified as operational by August 15, 2008. Risks Related to Our Class A Common Stock Future sales of our Class A common stock could depress the market price. The interests of our controlling stockholder may conflict with your interests as a holder of our Class A common stock. We are a controlled company within the meaning of the NASD Marketplace Rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. Certain provisions in our Restated Certificate of Incorporation may discourage takeovers, which could affect the rights of holders of our Class A common stock. We do not expect to pay dividends on our Class A common stock for the foreseeable future.

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1359555--4/2/2007--ICO_Global_Communications_(Holdings)_LTD