ESCROW AGREEMENT



         AGREEMENT made this 15th day of November, 2000, by and between ICV,

INC., a Nevada corporation (the "Company"), and Southwest Escrow Company, (the

"Escrow Agent").



                              W I T N E S S E T H :



         WHEREAS, the Company has filed with the Securities and Exchange

Commission (the "Commission") a registration statement (the "Registration

Statement") covering a proposed public offering by Selling Shareholders of

shares of its common stock (collectively, the "Securities", and individually, a

"Share") as described on the Information Sheet (as defined herein); and



         WHEREAS, the Company proposes to establish an escrow account with the

Escrow Agent pursuant to Rule 419 under the Securities Act of 1933 in connection

with such public offering and the Escrow Agent is willing to establish such

escrow account on the terms and subject to the conditions hereinafter set forth;



         NOW THEREFORE, in consideration of the premises and mutual covenants

herein contained, the parties hereto hereby agree as follows:



         1. INFORMATION SHEET. Each capitalized term not otherwise defined in

this Agreement shall have the meaning set forth for such term on the Information

Sheet which is attached to this Agreement and is incorporated by reference

herein and made a part hereof (the "Information Sheet").



         2.        ESTABLISHMENT OF ESCROW ACCOUNT.



         2.1 The parties hereto shall establish an interest-bearing escrow

account at the office of the Escrow Agent, and bearing the designation, set

forth on the Information Sheet (the "Escrow Account").



         2.2 On or before the date of the initial deposit in the Escrow Account

pursuant to this Agreement, the Company shall notify the Escrow Agent in writing

of the effective date of the Registration Statement (the "Effective Date") and

the Escrow Agent shall not be required to accept any amount for deposit in the

Escrow Account prior to its receipt of such notification.



         2.3 The Offering Period, which shall be deemed to commence on the

Effective Date, shall consist of the number of calendar days or business days

set forth on the Information Sheet. The last day of the Offering Period is

referred to herein as the "Termination Date." After the Termination Date, the

Company shall not deposit, and the Escrow Agent shall not accept, any additional

amounts representing payments by prospective purchasers.





<PAGE>   2



         3.  DEPOSITS IN THE ESCROW ACCOUNT.



         3.1 Upon receipt, the Company shall promptly deposit all monies

received from investors to the Escrow Agent. All of these deposited proceeds

(the "Deposited Proceeds") shall be in the form of checks or money orders. All

checks or money orders deposited into the Escrow Account shall be made payable

to " Southwest Escrow Company, Escrow Agent". Any check or money order payable

other than to the Escrow Agent as required hereby shall be returned to the

prospective purchaser, or if the Escrow Agent has insufficient information to do

so, then to the Company (together with any Subscription Information, as defined

below, or other documents delivered therewith) by noon of the next business day

following receipt of such check by the Escrow Agent, and such check shall be

deemed not to have been delivered to the Escrow Agent pursuant to the terms of

this Agreement. The Deposited Proceeds and interest or dividends thereon, if

any, shall be held for the sole benefit of the purchasers of the Securities.



         3.2 The Deposited Proceeds shall be invested in an obligation that

constitutes a "deposit" as that term is defined in Section (3)(1) of the Federal

Deposit Insurance Act.



         3.3 Simultaneously with each deposit into the Escrow Account, the

Company shall inform the Escrow Agent by confirmation slip or other writing of

the name and address of the prospective purchaser, the number of Securities

subscribed for by such purchaser, and the aggregate dollar amount of such

subscription (collectively, the "Subscription Information").

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