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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
ICE HOLDINGS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 33-0214792
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) I.D. Number)
1649 Appian Way, Ste. 103, Santa Monica, CA 90401
(Address of principal executive offices with Zip Code)
_________________________________________
GREGORY M. WILSON, ESQ.
WILSON LAW OFFICES
680 Rock Pointe Tower
316 West Boone Avenue
Spokane, Washington 99201-2346
(509) 325-8412
________________________________________
This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will begin as soon as
reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
TITLE OF SHARES SHARES TO BE PROPOSED MAXIMUM
TO BE REGISTERED REGISTERED OFFERING PRICE
PER SHARE
Common Stock, 350,000 $0.02
$0.001 par
value per share
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 are not Required to be filed with the Securities and
Exchange Commission (the "Commission") either as a part of this
registration statement or as prospectuses or prospectus
supplements pursuant to the Note to Part I of Form S-8 and Rule
424 under the Securities Act of 1933 (the "Act"). The information
required in the Section 10(a) prospectus is included in documents
being maintained and delivered by Ice Holdings, Inc. as required
by Part I of Form S-8 and by Rule 428 under the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by
reference in this Form S-8: the registrant's annual
report on Form 10-KSB for the fiscal year ended March
31, 1996; the registrant's quarterly report on Form
10-QSB for the quarter ended June 30, 1996, the
registrant's Form 8-K dated October 10, 1996.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Delaware Corporation
Law (the "Delaware Law") the Registrant has broad
powers to indemnify its directors and officers against
liabilities they may incur in such capacities,
including liabilities under the Securities Act of 1933,
as amended.
In addition, the Registrant's Certificate of
Incorporation, as amended, (the'Certificate') provides
that the Registrant shall, to the fullest extent
permitted by Section 145 of the Delaware Law, indemnify
all persons whom it may indemnify pursuant thereto, and
further, that a director shall not be liable to the
Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.
The above discussion of the Registrant's Bylaws,
Certificate of Incorporation and the Delaware Law is
not intended to be exhaustive and is respectfully
qualified in its entirety by such Bylaws, Certificate
and statutes.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
(4) (a) The Company's Stock Option Plan
(b) The Company's Stock Option Agreement
(5) Opinion of Wilson Law Offices.
(23) (a) Consent of Fox & Fox
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or
Form S-8, and the information required to be
included in a post-effective amendment by
those paragraphs is contained in periodic
reports filed by the registrant pursuant to
section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the
registration statement.
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(2) That for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities which remain unused at the
termination of the offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining
any liability under the Securities Act of
1933, each filing of the registrant's annual
report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an
employee benefit plan's annual report
pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated
by reference in the registration statement
shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities
at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may
be permitted to directors, officers and
controlling persons of the registrant
pursuant to the foregoing provisions, or
otherwise, the registrant has been advised
that in the opinion of the Securities and
Exchange Commission such indemnification is
against public policy as expressed in the
Act and is, therefore, unenforceable. In the
event that a claim for indemnification
against such liabilities (other than the
payment by the registrant of expenses
incurred or paid by a director, officer or
controlling person of the registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director,
officer or controlling person in connection
with the securities being registered, the
registrant will, unless in the opinion of
its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question
whether such indemnification by it is
against public policy as expressed in the
Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Las Vegas, State of Nevada, on October 22, 1996.
ICE HOLDINGS, INC.
_________________________________
Felicia Murray, Duly Authorized Officer,
and President
_________________________________
Jocelyn Scroggins, Duly Authorized
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Dated: October 22, 1996 _________________________________
Felicia Murray, Director
Dated: October 22, 1996 _________________________________
Jocelyn Scroggins, Director
Dated: October 22, 1996 _________________________________
Kim Kallfelz, Director
<PAGE>
EXHIBIT 4(a)
ICE HOLDINGS, INC.
1996 STOCK OPTION PLAN
1. THE PLAN. This 1996 Stock Option Plan (the "Plan") is
intended to encourage ownership of stock of Ice Holdings, Inc.
(the "Corporation") by specified employees of the Corporation and
to provide additional incentive for them to promote the success
of the business of the Corporation.
2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Paragraph 13 hereof, the total number of shares of Common
Stock, par value $0.001 per share, of the Corporation (the
"Stock") which may be issued pursuant to Incentive Stock Options
(as hereinafter defined) and non-incentive stock options
granted under the Plan (the "Options") shall be 350,000.
Such shares of Stock may be, in whole or in part, either
authorized and unissued shares or treasury shares as the Board
of Directors of the Corporation (the"Board") shall from
time to time determine. If an Option shall expire or
terminate for any reason without having been exercised in full,
the unpurchased shares covered thereby shall (unless the Plan
shall have been terminated) again be available for Options under
the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered in
all respects by a committee (the "Committee") composed of
at least two non-employee members of the Board who are
designated by the Board, each of whom shall be a "disinterested
person" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission, as the same (or any
successor regulation thereto) may be in effect from time to
time, which Committee shall have plenary authority, in its
discretion, to determine the employees of the Corporation and to
whom Options shall be granted ("Optionees"), the number of shares
to be subject to each Option (subject to the provisions of
Paragraph 2) and the terms of each Option. The Committee shall
also have plenary authority, subject to the express provisions of
the Plan, to interpret the Plan, to prescribe, amend and rescind
any rules and regulations relating to the Plan and to take such
other action in connection with the Plan as it deems necessary
or advisable. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted
thereunder shall be final, and no member of the Board shall be
liable for any action or determination made in good faith with
respect to the Plan or any Option granted thereunder.
4. EMPLOYEES ELIGIBLE FOR OPTIONS. All employees of the
Corporation, including all employees who are also directors of
the Corporation. In making the determination as to employees to
whom Options shall be granted and as to the number of shares to
be covered by such Options, the Committee shall take into
account the duties of the respective employees, their present
and potential contributions to the success of the Corporation
and such other factors as it shall deem relevant in connection
with accomplishing the purposes of the Plan.
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5. TERM OF PLAN. The Plan shall terminate on, and no Options
shall be granted after, October 18, 2006, provided that the Board
may at any time terminate the Plan prior thereto.
6. OPTION PRICE. Each Option shall state the option price
which shall be determined by the Committee.
7. TERM OF OPTIONS. The term of each Option shall be for a
maximum of ten years from the date of granting thereof, and a
maximum of five years in the case of an Incentive Stock Option
granted to a 10% Holder, but may be for a lesser period or be
subject to earlier termination as hereinafter provided.
8. EXERCISE OF OPTIONS.
(a) An Option may be exercised from time to time as to any
part or all of the Stock to which the Optionee shall then be
entitled subject to any vesting schedule which may be set by the
Committee at the time such Option is granted; provided,
however, that an Option may not be exercised (A) as to less than
100 Shares at any time (or for the remaining Shares then
purchasable under the Option, if less than 100 Shares),
(B) prior to the expiration of six months from date of grant
except in the case of the death or disability of the Optionee.
The purchase price of the Stock issuable upon exercise of an
Option shall be paid in full at the time of the exercise thereof
(i) in cash, (ii) by the transfer to the Corporation of
shares of its Stock with a fair market value (as determined by
the Committee) equal to the purchase price of the Stock issuable
upon exercise of such Option, or (iii) by delivery of cash and a
note as set forth in Subparagraph (b) below; provided, however,
that payment as set forth in clauses (ii) and (iii) are subject
to approval by the Committee in its sole discretion. The
holder of an Option shall not have any rights as a stockholder
with respect to the Stock issuable upon exercise of an Option
until certificates for such Stock shall have been delivered to
him after the exercise of the Option.
(b) The Committee may, in its sole discretion, determine
with respect to any Option that it shall provide that the
optionee shall be entitled to pay for the shares purchased upon
exercise of the option upon the following terms and conditions:
(i) The price per share will be payable in cash at
least equal to the par value of the Stock covered
by such Option and the remainder with a promissory
note (the "Note"), in form satisfactory to counsel
to the Corporation. The Note will mature and be
payable no later than on the tenth anniversary of the
exercise date and shall bear interest and be
payable at such time or times as the Committee may
determine. The Optionee will have the right to prepay
at any time the entire, and from time to time any
portion of, the unpaid principal of the Note. No
prepayment shall in any way obligate the Corporation
to forgive or accelerate the forgiveness of any
portion of the Note.
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(ii) As part of its compensation program, the
Corporation may forgive on each annual anniversary of
the exercise date not less than 5% of the purchase
price (but not accrued interest) by crediting such
amount against the principal of the Note (or will pay
the optionee such percentage of the purchase price
in the event of prepayment by the optionee) if, and
only if, the Optionee is on such date, and has at all
times during the preceding twelve months been, an
active or retired employee of the Corporation or
subsidiary corporation of the Corporation. If an
Optionee disposes of any of the shares acquired
upon exercise of any option granted in accordance with
this Subparagraph 9(b), the amount of any forgiveness
on each subsequent anniversary shall be reduced
proportionately.
(iii) Whenever in the judgment of the Committee, the
profitability and financial and other conditions of the
Corporation are such as to justify such action, the
Committee may increase or accelerate to such date as
it shall determine the forgiveness of all or any
portions of the Note. Such action is discretionary
and is not required regardless of the Corporation's
financial condition or the optionee's performance.
Accrued interest if due on any portion of the Note so
forgiven shall be payable on the date to which
forgiveness is accelerated.
(iv) Upon the termination of employment of an Optionee
for any reason whatsoever, other than death,
disability, or retirement, the entire unpaid balance
due on the Note shall become and be immediately due and
payable, with accrued interest, on the sixtieth day
after such termination. Upon the termination of
employment of an Optionee by reason of death,
disability, or retirement, the payment terms of the
Note shall not accelerate and the Note shall remain
the obligation of the Optionee or the Optionee's estate.
(v) The Committee may, in its discretion, require
the Optionee to pledge the Stock acquired through
exercise of the Option as security for repayment of the
Note.
9. NON-TRANSFERABILITY OF OPTIONS. Except as provided in the
following sentence, an Option shall not be transferable otherwise
than by will or the laws of descent and distribution and is
exercisable during the lifetime of the employee only by him or
his guardian or legal representative. The Committee shall have
discretionary authority to grant Options which will be
transferrable to members of an Optionee's immediate family,
including trusts for the benefit of such family members and
partnerships in which such family members are the only partners.
A transferred Option shall be subject to all of the same terms
and conditions as if such Option had not been transferred.
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10. FORM OF OPTION. Each Option granted pursuant to the Plan
shall be evidenced by an agreement (the "Option Agreement").
The Option Agreement shall comply in all respects with the
terms and conditions of the Plan and may contain such additional
provisions, including, without limitation, restrictions upon the
exercise of the Option, as the Committee shall deem advisable.
11. TERMINATION OF EMPLOYMENT. In the event that the
employment of an Optionee shall be terminated (otherwise
than by reason of death), such Option shall be exercisable
(to the extent that such Option was exercisable at the time of
termination of his employment) at any time prior to the
expiration of a period of time not exceeding three months
after such termination, but not more than ten years (five years
in the case of an Incentive Stock Option granted to a 10%
Holder) after the date on which such Option shall have been
granted. Nothing in the Plan or in the Option Agreement shall
confer upon the Optionee any right to be continued in the employ
of the Corporation or its subsidiaries or interfere in any way
with the right of the Corporation or any subsidiary to terminate
or otherwise modify the terms of Optionee's employment, provided,
however, that a change in Optionee's duties or position shall not
affect such Optionee's Option so long as such Optionee is still
an employee of the Corporation or its subsidiaries.
12. DEATH OF OPTIONEE. In the event of the death of an Optionee,
any unexercised portion of this Option shall be exercisable (to the
extent that such Option was exercisable at the time of his death) at
any time prior to the expiration of a period not exceeding three
months after his death (or, in the case of an Option which is not an
Incentive Stock Option, three months after the appointment and
qualification of Optionees legal representative) but not more than
ten years (five years in the case of an Incentive Stock Option granted
to a 10% Holder) after the date on which such Option shall have been
granted and only by such person or persons to whom such deceased
Optionee's rights shall pass under such Optionee's will or by the laws
of descent and distribution.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
changes in the outstanding Stock of the Corporation by reason of
stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations or liquidations, the number and class of shares
or the amount of cash or other assets or securities available
upon the exercise of any Option granted hereunder, the exercise
price therefor, the maximum number of Shares as to which Options
may be granted to an employee and the total number of shares
which may be issued upon exercise of Options under this Plan
shall be correspondingly adjusted, to the end that the Optionee's
proportionate interest in the Corporation, any successor thereto
or in the cash, assets or other securities into which Shares are
converted or exchanged, and the cost thereof, shall be maintained
to the same extent, as near as may be practicable, as immediately
before the occurrence of any such event. All references in this
Plan to "Stock" from and after the occurrence of such event shall
be deemed for all purposes of this Plan to refer to such other
class of shares or securities issuable upon the exercise of
Options granted pursuant hereto.
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14. SHAREHOLDER APPROVAL. This Plan is subject to and no Options
shall be exercisable hereunder until after the approval of this Plan
by the holders of a majority of the Common Stock of the Corporation.
15. AMENDMENT OF THE PLAN. The Board shall have complete power
and authority to modify or amend the Plan (including the form of
Option Agreement) from time to time in such respects as it shall
deem advisable; provided, however, that the Board shall not,
without the approval of the votes represented by a majority of
the votes represented by the outstanding common voting equity of
the Corporation present or represented at a meeting duly held in
accordance with the applicable laws of the Corporation's
jurisdiction of incorporation and entitled to vote at a meeting
of stockholders or by the written consent of shareholders owning
stock representing a majority of the votes of the Corporation's
outstanding stock, (i) increase the maximum number of shares
which in the aggregate are subject to Options under the Plan
(except as provided by Paragraph 14), (ii) extend the term of the
Plan or the period during which Options may be granted or
exercised, (iii) change the option price of the Stock issued upon
exercise of Options at the time of the granting thereof, (iv)
materially increase the benefits accruing to participants under
the Plan, or (v) modify the requirements as to eligibility for
participation in the Plan. No termination or amendment of
the Plan shall, without the consent of the individual
Optionee, adversely affect the rights of such Optionee under
an Option theretofore granted to him or under such Optionee's
Option Agreement.
16. TAXES. The Corporation may make such provisions as it may
deem appropriate for the withholding of any taxes which it
determines is required in connection with any Options granted
under the Plan. The Corporation may further require
notification from the Optionees upon any disposition of Stock
acquired pursuant to the exercise of Options granted hereunder.
17. CODE REFERENCES AND DEFINITIONS. Whenever reference is
made in this Plan to a section of the Internal Revenue Code, the
reference shall be to said section as it is now in force or as
it may hereafter be amended by any amendment which is
applicable to this Plan. The terms "Incentive Stock Option" and
"ISO" shall have the meanings given to them by Section 422A of
the Internal Revenue Code. The term "10% Holder" shall mean
any person who, for purpose of Section 422A of the Internal
Revenue Code owns more than 10% of the total combined voting
power of all classes of stock of the employer corporation or of
any subsidiary corporation.
Plan adopted by the Board of Directors on October ____, 1996.
ICE HOLDINGS, INC.
____________________________
By:
President
<PAGE>
EXHIBIT 4 (a)
ICE HOLDINGS, INC.
STOCK OPTION AGREEMENT FOR OPTIONS GRANTED
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT, made and entered into as of the ____
day of October, 1996 (the "Date of Grant") by and between ICE
HOLDINGS, INC., a Delaware corporation (the "Company") and
[Enter option holder's name] , an employee of the Company (the
"Option Holder").
Attached hereto as Exhibit A is a true and correct copy of
the Company's 1996 Stock Option Plan (the "Plan"). This
Agreement is subject, in all respects, to the terms of the Plan,
which has been duly adopted by the Board of Directors of the
Company.
NOW, THEREFORE, in consideration of the mutual promises
herein contained and for other good and valuable consideration,
the parties hereto agree as follows:
1. OPTION GRANT. Subject to the terms and conditions of the
Plan, the Company grants to the Option Holder an option (the
"Option") to purchase [enter number of shares] shares of the
Company's Common Stock, par value $0.001 per share (the "Stock").
2. OPTION PRICE. The Option exercise price of the shares of
Stock covered by the Option shall be $[enter option dollars]
per share subject to adjustment as provided in paragraph 10 of
this Agreement (the "Option Price").
3. TIME OF EXERCISE. The Option may be exercised prior to its
expiration from time to time and at any time or times
commencing on the date of this agreement.
4. EXPIRATION OF OPTION. Subject to the provisions of
paragraphs 8 and 9 of this Agreement, the Option shall expire
at 5:00 P.M. (Pacific time) ten (10) years from the date hereof.
5. MANNER OF EXERCISING OPTION. The Option is exercisable only
by written notice to the Company substantially in the form of
that attached to this Agreement as Exhibit B. Such notice shall
be accompanied by a certified or cashier's check, or postal or
express money order payable to the Company in payment of the full
Option Price for the number of Shares as to which the Option is
being exercised; provided, however, that in lieu of payment in
full in cash, the Option Holder may,
(i) with the approval of the committee of the Company's
Board of Directors charged with administration of the Plan
(the "Committee"), pay the Option Price (or balance
thereof) by tendering to the Company shares of the
Company's Class A Stock owned by the Option Holder and
having a fair market value (as determined by the
Committee in its absolute discretion) equal to the cash
Option Price (or balance thereof) for the number of
Shares as to which the Option is being exercised; or
<PAGE>
(ii) with the approval of the Committee, be entitled to
pay the Option Price by tendering to the Company cash
and an interest bearing promissory note (the "Note") in
accordance with the provisions of Section 9(b) of the Plan.
6. RIGHTS AS A STOCKHOLDER. The Option Holder shall have no
rights as a stockholder with respect to any shares covered by
the Option until the issuance of a certificate or
certificates to him for such shares. No adjustments shall be
made for dividends or other rights for which the record date is
prior to the date of issuance of such certificate or
certificates.
7. NON-ASSIGNABILITY. During the lifetime of the Option Holder,
the Option may be exercised only by him, and the Option evidenced
by this Agreement is not assignable or transferable except by
will, by the laws of descent and distribution or to members
of an Option Holder's immediate family, including trusts for
the benefit of such family members and partnerships
in which such family members are the only partners. A
transferred Option shall be subject to all of the same terms and
conditions (including the restrictions on assignment
contained in this Paragraph 7) as if such Option had not been
transferred.
8. TERMINATION OF EMPLOYMENT. No option granted under the Plan
shall be exercisable after the date of the Option Holder's
termination of employment from the Company or a subsidiary for
any reason other than death, except that an Option may be
exercised at any time within three months after the
termination of employment, but in each case prior to the
expiration of the term of the Option, with respect to any or
all shares for which the Option Holder could have exercised
prior to the date of termination. Nothing in this Agreement, or
the Option, shall confer on the Option Holder any right to
continue in the employ of or perform services for the Company or
any subsidiary, or interfere in any way with the right of the
Company or any subsidiary to terminate the Option Holder's
employment or services at any time.
9. DEATH OF OPTION HOLDER. In the event of the death of the
Option Holder while an employee of the Company or a subsidiary,
the Option may be exercised, to the extent of the number of
shares to which the deceased Option Holder could have exercised
it on the date of his death, by the deceased's estate, a
personal representative or a beneficiary who acquired the right
to exercise the Option by bequest or inheritance or by reason of
the death of the Option Holder, at any time prior to the Option
expiration date or three months from the date of the appointment
of a personal representative for the Option Holder, whichever
is earlier.
<PAGE>
10. CAPITAL ADJUSTMENTS. The number of shares of Stock covered
by the Option, and the Option Price thereof, shall be subject
to such adjustment as the Board or the Committee may deem
appropriate to reflect any stock dividend, stock split, share
combination, exchange of shares, recapitalization, liquidation
or the like, of or by the Company. In the event the Company is
merged or consolidated with another corporation (but subject to
any required action by stockholders), the Option shall pertain to
the securities to which a holder of the number of shares of Stock
subject to the Option would have been entitled pursuant to such
merger or consolidation.
11. RESTRICTION ON EXERCISE. If at any time the Board or the
Committee determines that the listing, registration or
qualification of the shares subject to the Option upon any
securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of the Option or the issue or purchase of such
shares hereunder, the Option may not be exercised in whole or
in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Board or the Committee,
and any delay caused thereby shall in no way affect the date
of expiration of the Option. The Option Holder shall have no
rights against the Company if the Option is not exercisable or
its exercise is delayed by virtue of the foregoing sentence.
12. WITHHOLDING TAXES. The Company shall have the right to
require the Option Holder to remit to the Company an amount
sufficient to satisfy all applicable withholding tax
requirements prior to the delivery of any certificate or
certificates for shares purchased by the Option Holder upon
exercise of the Option.
13. AMENDMENTS. This Agreement shall be subject to any duly
authorized amendments to the Plan, to the extent and as provided
in Section 13 of the Plan.
14. NOTICE. Notices under this Agreement shall be in writing
and, if to the Company, shall be delivered personally to
the Secretary or any Assistant Secretary of the Company or
mailed to the then principal office of the Company, addressed
to the attention of the Secretary and, if to the Option
Holder, shall be delivered personally or mailed to the Option
Holder at his address as the same shall appear on the records
of the Company.
15. INTERPRETATION. All decisions and interpretations made by
the Board or the Committee with regard to any question arising
under this Agreement, or under the Plan, shall be binding and
conclusive on the Company and the Option Holder.
16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, the
successors and assigns of the Company and, to the extent
provided in paragraphs 7 and 9 of this Agreement, the estate,
personal representatives and beneficiaries of the Option Holder.
<PAGE>
17. TAX CONSEQUENCES. The Option Holder shall consult his own
tax advisers regarding the tax consequences to him of any
particular exercise of the Option or sale of Option shares.
IN WITNESS WHEREOF, the Company has caused this Agreement
to be signed by its duly authorized officer and the Option
Holder has duly signed this Agreement all on the day and year
first above written.
Signatures
____________________________
ACCEPTED AND AGREED:
___________________________
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EXHIBIT 5
OPINION OF COUNSEL AS TO LEGALITY OF SECURITIES BEING REGISTERED
October 23, 1996
ICE Holdings, Inc.
1649 Appian Way, Ste. 103
Santa Monica, CA 90401
Re: Form S-8 Registration Statement
Gentlemen:
I have acted as counsel to ICE Holdings, Inc., a Delaware
corporation, (the "Company") in connection with the registration
of 1,000,000 shares of Common Stock, par value $0.001 per share
(the "Shares"), pursuant to the Company's Registration Statement
filed on Form S-8 which is to be filed with the Securities and
Exchange Commission on October 23, 1996, (the "Registration
Statement").
In my capacity as counsel to the Company, I have examined and
relied upon the Company's Articles of Incorporation and Bylaws,
as amended, and the records of corporate proceedings with respect
to the approval of the proposed registration and the offering and
sale of the shares of Common Stock thereunder, and have made such
other investigations as I have deemed necessary and prudent for
the purposes of the opinions expressed herein.
Based upon the foregoing, but subject to the penultimate
paragraph of this letter, I am of the opinion that:
(1) The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
(2) The Company has corporate authority to issue the Shares
in the manner and under the terms set forth in the Registration
Statement.
(3) The Shares have been duly authorized and, when issued in
accordance with the 1996 Stock Option Plan referred to in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement, to its use part of the Registration
Statement, and to the use of my name in the Registration
Statement.
Sincerely,
/s/ Gregory M. Wilson
Gregory M. Wilson
Attorney at Law
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports appearing on the Skydoor
Media & Entertainment, Inc. Form 10-KSB for the fiscal year ended
March 31, 1996 and Form 10-QSB for the quarter ended June 30,
1996 filed with the Securities and Exchange Commission.
/s/ Fox & Fox
____________________________
Fox & Fox
Consent date: October 22, 1996
