<PAGE> 1
Exhibit 3(d)
REDEEMABLE COMMON STOCK PURCHASE WARRANT
NUMBER CLASS A
WARRANTS
ICV, INC.
THIS IS TO CERTIFY THAT , for value received and subject to the terms and
conditions herin and set forth by and between ICV Inc. a Nevada corporation
("the Company") and
Or registered assigns ( "the Warrant Holder"), is entitled to purchase to this
warrant, at anytime on or after March 9, 2000 and before March 9, 2003 at a
price of $0.50 ( the "Purchase Price") one fully paid and non-assessable share
of common stock (the " Company Stock"), of ICV, Inc., ( the "Company") for every
one warrant represented by this certificate upon presentation and surrender of
this certificate together with the payment of the Purchase Price for the shares
of Warrant Stock to be purchased, provided, however that upon the occurrence of
any of the events specified in the Warrant Agreement, the right granted herein
shall be adjusted as specified herein. The shares of Common Stock purchasable
upon the exercise of this warrant are herein called shares of "Warrant Stock".
Notwithstanding anything contained herein to the contrary, this warrant may not
be exercised unless a Registration Statement covering the Warrant Stock is in
effect with the Securities and Exchange Commission and any applicable states
securities commission.
1. Term of Warrant. Subject to the foregoing this warrant may be exercised
at any time, commencing on March 9, 2000 and before March 9, 2003, or
earlier if so terminated by the Company under paragraph 2; provided,
however, that the Company may extend the exercise period of his warrant
by giving thirty days written notice of such extension.
2. Redemption of Warrants. Beginning March 9, 2000 the Company, upon
30-days written notice to all Warrant Holders, may redeem the warrants
represented by this certificate at a price of $0.01 per warrant;
provided, however that at the time the Company gives such notice of
redemption. All Warrants called for redemption and not exercised with
in the 30-day period will expire and the Registered Owner will only be
entitled to the redemption price.
3. Adjustment for Merger, Consolidation, etc. As set forth in the Warrant
Agreement, if there is ant change in the Common Stock of the Company
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the
Company, appropriate adjustments will be made so that the Warrant
Holder has the right thereafter to receive, upon the exercise of the
Warrant, the kinds and amount of shares of stock or other securities or
property to which the Warrant Holder would have been entitled if,
immediately prior to such merger, consolidation, reclassification,
reorganization, recapitalization, or other change in the capital
structure, the Warrant Holder had held the number of shares of common
stock that were then purchasable upon the exercise of this Warrant. The
Warrant Agreement also provides for adjustment in the event the Company
issues its Common Stock, options or convertible securities at a price
less than the Exercise price; or distributes securities or assets
(other than Common Stock or cash dividends) to holders of the Companies
Common Stock.
4. Reservation of Common Stock. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the
Warrant upon the basis herein set forth will at all times during the
term of this Warrant will be reserved for the exercised thereof.
5. Manner of Exercise. Exercise may be made of all or any part of the
Warrant by surrendering it, with purchase form provided herein duly
exercised by the Warrant Holder or the Warrant Holders authorized
Attorney, plus payment of the Purchase Price in cash at the office of
the Company or the Companies transfer agent.
6. Issuance of Common Stock upon Exercise. The Company, at its expense,
shall case to be issued, within ten days of the exercise of the
Warrant, a certificate or certificates in the name requested by the
Warrant Holder of the number of shares of Common Stock (or other
securities or property or combination thereof) to which the Warrant
Holder is entitled upon such exercise. All shares of Common Stock or
other Securities delivered upon the exercise of the Warrant shall be
validly issued, fully paid and non-assessable. Irrespective of the date
of issuance and delivery of a certificate or certificates for any
shares of Common Stock or other securities or property or combination
thereof issuable upon the exercise of this Warrant, each person
(including a corporation) in whose name any such certificate or
certificates is to be issued will for all purposes be deemed to have
become the shareholder of record of the Common Stock, the securities
and/or property represented thereby on the date on which there has been
delivered to the Company a duly executed notice of exercise of this
Warrant and payment for the number of shares of Warrant Stock as to
which this Warrant is exercised. No fractional shares will be issuable
upon the exercise of this Warrant.
7. No rights as Stockholder. The Warrant Holder is not, by virtue if
ownership of the Warrant, entitled to any writes whatsoever of a
stockholder of the Company.
8. No Dilution or Impairment. The Company will by amendment of its
certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets, or any other voluntary action
avoid or seek to avoid the observance or performance of any the terms
of this Warrant, but will in all times in good faith take all such
action as may be necessary or appropriate in order to protect the
rights of the Warrant Holder against dilution or other impairment.
9. Assignment. This Warrant is freely asignable by the Warrant Holder
hereof.
EXCECUTED on this day of March 9, 2000
SECRETARY PRESIDENT
<PAGE> 2
REDEEMABLE COMMON STOCK PURCHASE WARRANT
CLASS B
NUMBER WARRANTS
ICV, INC.
THIS IS TO CERTIFY THAT , for value received and subject to the terms and
conditions herin and set forth by and between ICV Inc. a Nevada corporation
("the Company") and
Or registered assigns ( "the Warrant Holder"), is entitled to purchase to this
warrant, at anytime on or after March 9, 2000 and before March 9, 2003 at a
price of $0.75 ( the "Purchase Price") one fully paid and non-assessable share
of common stock (the " Company Stock"), of ICV, Inc., ( the "Company") for every
one warrant represented by this certificate upon presentation and surrender of
this certificate together with the payment of the Purchase Price for the shares
of Warrant Stock to be purchased, provided, however that upon the occurrence of
any of the events specified in the Warrant Agreement, the right granted herein
shall be adjusted as specified herein. The shares of Common Stock purchasable
upon the exercise of this warrant are herein called shares of "Warrant Stock".
Notwithstanding anything contained herein to the contrary, this warrant may not
be exercised unless a Registration Statement covering the Warrant Stock is in
effect with the Securities and Exchange Commission and any applicable states
securities commission.
1. Term of Warrant. Subject to the foregoing this warrant may be exercised
at any time, commencing on March 9, 2000 and before March 9, 2003, or
earlier if so terminated by the Company under paragraph 2; provided,
however, that the Company may extend the exercise period of his warrant
by giving thirty days written notice of such extension.
2. Redemption of Warrants. Beginning March 9, 2000 the Company, upon
30-days written notice to all Warrant Holders, may redeem the warrants
represented by this certificate at a price of $0.01 per warrant;
provided, however that at the time the Company gives such notice of
redemption. All Warrants called for redemption and not exercised with
in the 30-day period will expire and the Registered Owner will only be
entitled to the redemption price.
3. Adjustment for Merger, Consolidation, etc. As set forth in the Warrant
Agreement, if there is ant change in the Common Stock of the Company
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the
Company, appropriate adjustments will be made so that the Warrant
Holder has the right thereafter to receive, upon the exercise of the
Warrant, the kinds and amount of shares of stock or other securities or
property to which the Warrant Holder would have been entitled if,
immediately prior to such merger, consolidation, reclassification,
reorganization, recapitalization, or other change in the capital
structure, the Warrant Holder had held the number of shares of common
stock that were then purchasable upon the exercise of this Warrant. The
Warrant Agreement also provides for adjustment in the event the Company
issues its Common Stock, options or convertible securities at a price
less than the Exercise price; or distributes securities or assets
(other than Common Stock or cash dividends) to holders of the Companies
Common Stock.
4. Reservation of Common Stock. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the
Warrant upon the basis herein set forth will at all times during the
term of this Warrant will be reserved for the exercised thereof.
5. Manner of Exercise. Exercise may be made of all or any part of the
Warrant by surrendering it, with purchase form provided herein duly
exercised by the Warrant Holder or the Warrant Holders authorized
Attorney, plus payment of the Purchase Price in cash at the office of
the Company or the Companies transfer agent.
6. Issuance of Common Stock upon Exercise. The Company, at its expense,
shall case to be issued, within ten days of the exercise of the
Warrant, a certificate or certificates in the name requested by the
Warrant Holder of the number of shares of Common Stock (or other
securities or property or combination thereof) to which the Warrant
Holder is entitled upon such exercise. All shares of Common Stock or
other Securities delivered upon the exercise of the Warrant shall be
validly issued, fully paid and non-assessable. Irrespective of the date
of issuance and delivery of a certificate or certificates for any
shares of Common Stock or other securities or property or combination
thereof issuable upon the exercise of this Warrant, each person
(including a corporation) in whose name any such certificate or
certificates is to be issued will for all purposes be deemed to have
become the shareholder of record of the Common Stock, the securities
and/or property represented thereby on the date on which there has been
delivered to the Company a duly executed notice of exercise of this
Warrant and payment for the number of shares of Warrant Stock as to
which this Warrant is exercised. No fractional shares will be issuable
upon the exercise of this Warrant.
7. No rights as Stockholder. The Warrant Holder is not, by virtue if
ownership of the Warrant, entitled to any writes whatsoever of a
stockholder of the Company.
8. No Dilution or Impairment. The Company will by amendment of its
certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets, or any other voluntary action
avoid or seek to avoid the observance or performance of any the terms
of this Warrant, but will in all times in good faith take all such
action as may be necessary or appropriate in order to protect the
rights of the Warrant Holder against dilution or other impairment.
9. Assignment. This Warrant is freely asignable by the Warrant Holder
hereof.
EXCECUTED on this day of March 9, 2000
SECRETARY PRESIDENT
<PAGE> 3
REDEEMABLE COMMON STOCK PURCHASE WARRANT
CLASS C
NUMBER WARRANTS
ICV, INC.
THIS IS TO CERTIFY THAT , for value received and subject to the terms and
conditions herin and set forth by and between ICV Inc. a Nevada corporation
("the Company") and
Or registered assigns ( "the Warrant Holder"), is entitled to purchase to this
warrant, at anytime on or after March 9, 2000 and before March 9, 2005 at a
price of $4.00 ( the "Purchase Price") one fully paid and non-assessable share
of common stock (the " Company Stock"), of ICV, Inc., ( the "Company") for every
one warrant represented by this certificate upon presentation and surrender of
this certificate together with the payment of the Purchase Price for the shares
of Warrant Stock to be purchased, provided, however that upon the occurrence of
any of the events specified in the Warrant Agreement, the right granted herein
shall be adjusted as specified herein. The shares of Common Stock purchasable
upon the exercise of this warrant are herein called shares of "Warrant Stock".
Notwithstanding anything contained herein to the contrary, this warrant may not
be exercised unless a Registration Statement covering the Warrant Stock is in
effect with the Securities and Exchange Commission and any applicable states
securities commission.
1. Term of Warrant. Subject to the foregoing this warrant may be exercised
at any time, commencing on March 9, 2000 and before March 9, 2005, or
earlier if so terminated by the Company under paragraph 2; provided,
however, that the Company may extend the exercise period of his warrant
by giving thirty days written notice of such extension.
2. Redemption of Warrants. Beginning March 9, 2000 the Company, upon
30-days written notice to all Warrant Holders, may redeem the warrants
represented by this certificate at a price of $0.01 per warrant;
provided, however that at the time the Company gives such notice of
redemption. All Warrants called for redemption and not exercised with
in the 30-day period will expire and the Registered Owner will only be
entitled to the redemption price.
3. Adjustment for Merger, Consolidation, etc. As set forth in the Warrant
Agreement, if there is ant change in the Common Stock of the Company
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the
Company, appropriate adjustments will be made so that the Warrant
Holder has the right thereafter to receive, upon the exercise of the
Warrant, the kinds and amount of shares of stock or other securities or
property to which the Warrant Holder would have been entitled if,
immediately prior to such merger, consolidation, reclassification,
reorganization, recapitalization, or other change in the capital
structure, the Warrant Holder had held the number of shares of common
stock that were then purchasable upon the exercise of this Warrant. The
Warrant Agreement also provides for adjustment in the event the Company
issues its Common Stock, options or convertible securities at a price
less than the Exercise price; or distributes securities or assets
(other than Common Stock or cash dividends) to holders of the Companies
Common Stock.
4. Reservation of Common Stock. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the
Warrant upon the basis herein set forth will at all times during the
term of this Warrant will be reserved for the exercised thereof.
5. Manner of Exercise. Exercise may be made of all or any part of the
Warrant by surrendering it, with purchase form provided herein duly
exercised by the Warrant Holder or the Warrant Holders authorized
Attorney, plus payment of the Purchase Price in cash at the office of
the Company or the Companies transfer agent.
6. Issuance of Common Stock upon Exercise. The Company, at its expense,
shall case to be issued, within ten days of the exercise of the
Warrant, a certificate or certificates in the name requested by the
Warrant Holder of the number of shares of Common Stock (or other
securities or property or combination thereof) to which the Warrant
Holder is entitled upon such exercise. All shares of Common Stock or
other Securities delivered upon the exercise of the Warrant shall be
validly issued, fully paid and non-assessable. Irrespective of the date
of issuance and delivery of a certificate or certificates for any
shares of Common Stock or other securities or property or combination
thereof issuable upon the exercise of this Warrant, each person
(including a corporation) in whose name any such certificate or
certificates is to be issued will for all purposes be deemed to have
become the shareholder of record of the Common Stock, the securities
and/or property represented thereby on the date on which there has been
delivered to the Company a duly executed notice of exercise of this
Warrant and payment for the number of shares of Warrant Stock as to
which this Warrant is exercised. No fractional shares will be issuable
upon the exercise of this Warrant.
7. No rights as Stockholder. The Warrant Holder is not, by virtue if
ownership of the Warrant, entitled to any writes whatsoever of a
stockholder of the Company.
8. No Dilution or Impairment. The Company will by amendment of its
certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets, or any other voluntary action
avoid or seek to avoid the observance or performance of any the terms
of this Warrant, but will in all times in good faith take all such
action as may be necessary or appropriate in order to protect the
rights of the Warrant Holder against dilution or other impairment.
9. Assignment. This Warrant is freely asignable by the Warrant Holder
hereof.
EXCECUTED on this day of March 9, 2000
SECRETARY PRESIDENT
