Icis Management Group Inc – ‘S-3’ on 7/24/96 – EX-4

As of:  Wednesday, 7/24/96   ·   Accession #:  891554-96-448   ·   File #:  333-08703

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                11     44K 
 2: EX-4        Instruments Determining the Rights of Holders          3     12K 
 3: EX-5        Opinion of Counsel                                     4     18K 
 4: EX-24       Consent to Use of Opinion                              2      6K 
 5: EX-27       Financial Data Schedule                                1      8K 

EX-4   —   Instruments Determining the Rights of Holders

EX-4
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EXHIBIT 4 

 INSTRUMENTS DETERMINING THE RIGHTS OF HOLDERS
 (SAMPLES)

 Page 11

EX-4
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 WARRANT CERTIFICATE NO. _____

 ICIS MANAGEMENT GROUP, INC.

   ICIS Management Group, Inc. does hereby grant to ____________ or assigns,
the irrevocable right to purchase _________ shares of the authorized, validly   
issued, fully paid and non assessable common stock of ICIS Management Group,    
Inc. (the "Company"), $.004 par value per share, at a price of ____________     
($0.00 US) per share, subject to the terms and conditions set forth herein, upon
surrender hereof at the offices of the Company, together with full payment for  
the shares being purchased and accompanied at the time of each exercise by such 
executed documents as the Company may reasonably require to ensure that the     
common stock be issued upon such exercise will be issued in compliance with     
applicable federal and state securities laws. Unless this certificate is so     
surrendered, the rights granted hereby shall be void and the certificate of no  
value. If the purchase rights granted hereby are exercised in part, upon        
surrender the Company will amend this certificate and reissue a certificate to  
the holder which represents the remainder of the warrants not yet converted. The
shares of common stock underlying this warrant shall be promptly registered by  
the Company with the Securities and Exchange Commission on the registration     
statement next filed by the Company or within thirty (30) days of notice of     
intent to convert the warrants given by the holder of this certificate.         

The warrants represented hereby are convertible in whole or in part by
________________, its successors or assigns, as the case may be, from time to   
time during the conversion period. The conversion period is the period of ____  
years commencing on __________, 199__ and expiring on March 31, 2000. This      
certificate is transferable on the books of the Company when properly endorsed  
and when accompanied by an opinion of counsel satisfactory to the Company to the
effect that registration of the warrants under applicable securities laws is not
required. The holder of this certificate shall not have any of the rights of a  
stockholder in the Company by virtue of being such holder unless and until the  
warrants are converted.                                                         

Effective Date:                                                                 

Corporate Seal                                ICIS Management Group, Inc.       

                                              ----------------------------------
                           James W. Nearen
                     President

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE OFFERED, SOLD OROTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS
OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

EX-4
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OPTION CERTIFICATE NO. _____
 ICIS MANAGEMENT GROUP, INC.
Options for the Purchase of Common Stock

  This is to certify that ____________ or its assigns has been granted non
qualified stock options ("Options") which entitle it to subscribe on the form   
attached hereto for ___________ authorized, validly issued, fully paid and non  
assessable common stock of ICIS Management Group, Inc. (the "Company"), $.004   
par value per share, at a price per share of twenty five cents ($.25), subject  
to the terms and conditions set forth herein, upon surrender hereof at the      
offices of the Company during the exercise period defined below, together with  
full payment for the shares being purchased and accompanied at the time of each 
exercise by such executed documents as the Company may reasonably require to    
ensure that the common stock be issued upon such exercise will be issued in     
compliance with applicable federal and state securities laws. Unless this       
certificate is so surrendered, the Options granted hereby shall be void and the 
certificate of no value. If exercised in part, upon surrender the Company will  
amend the option certificate and reissue a certificate to the option holder     
which represents the remainder of the options not yet exercised. The shares of  
common stock underlying this Option shall be promptly registered by the Company 
with the Securities and Exchange Commission on the registration statement next  
filed by the Company or within thirty (30) days of notice of intent to exercise 
the Options given by the holder of this certificate.                            

The Options represented hereby are exercisable in whole or in part by 
________________, its successors or assigns, as the case may be, from time to   
time during the exercise period. The exercise period is the period of five years
commencing on December 1, 1995 and expiring on March 31, 2000. This certificate 
is transferable on the books of the Company when properly endorsed and when     
accompanied by an opinion of counsel satisfactory to the Company to the effect  
that registration of the options under applicable securities laws is not        
required. The holder of this certificate shall not have any of the rights of a  
stockholder in the Company by virtue of being such holder unless and until the  
Options are exercised.                                                          

Effective Date:                                                                 

Attest:                                       ICIS Management Group, Inc.       

--------------------------                    ----------------------------------
                           James W. Nearen
                     President

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR 
HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE  REGISTERED  UNDER          
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS
OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Dates Referenced Herein

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		3/31/00		2		3			None on these Dates
Filed on:		7/24/96
		12/1/95		3
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