EXHIBIT 10.2

                   AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

         THIS AMENDMENT TO REGISTRATION  RIGHTS  AGREEMENT is entered into as of
December 6, 2004 with reference to the following:

         WHEREAS,  MONARCH POINTE FUND, LTD., (the "FUND") and MERCATOR ADVISORY
GROUP, LLC ("MERCATOR") (the Fund and Mercator are referred to individually as a
"Holder"  and   collectively  as  the   "HOLDERS"),   and   INTERNATIONAL   CARD
ESTABLISHMENT,  INC., a Delaware corporation (the "COMPANY")  previously entered
into that certain  Registration  Rights  Agreement dated September 13, 2004 (the
"Agreement"); and

         WHEREAS, the parties desire to amend the Agreement;

         NOW, THEREFORE, for good and valuable consideration,  the parties agree
as follows:

1.       The second  WHEREAS clause is deleted in its entirety and the following
         is  inserted:  "WHEREAS,  each  Fund  and MAG  have  acquired  Warrants
         (together,  the  "WARRANTS")  from the  Company,  pursuant to which the
         Holders  have the right to purchase in the  aggregate  up to  7,509,387
         shares of the Common Stock through the exercise of the Warrants;

2.       Paragraph  2(a) of the  Agreement  is deleted in its  entirety  and the
         following is inserted: On or before January 15, 2005 (the "Registration
         Date"),   the  Company  shall  file  a   registration   statement  (the
         "Registration  Statement") on Form SB-2 or S3 with the SEC  registering
         the  maximum  number  of  shares  of  Common  Stock to be  issued  upon
         conversion  of the Preferred  Stock and exercise of the  Warrants.  The
         Company shall use its best efforts to have the  Registration  Statement
         declared  effective  within 80 days after the  initial  filing with the
         SEC. Once effective,  the Company shall maintain the  effectiveness  of
         the  Registration  Statement until the earlier of (i) the date that all
         of the Registrable Securities have been sold, or (ii) the date that the
         Company  receives an opinion of counsel to the Company  that all of the
         Registrable  Securities may be freely traded without registration under
         the Securities Act, under Rule 144 promulgated under the Securities Act
         or otherwise.

3.       Paragraph  2(b) of the  Agreement  is deleted in its  entirety  and the
         following is  inserted:  "The  Company  will  initially  include in the
         Registration  Statement as Registrable  Securities 15,509,387 shares of
         Common Stock.

In all other respects,  the Agreement  shall remain  unchanged and in full force
and effect.

                            Signature Page to Follow



<PAGE>

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by
the parties hereto as of the date first above written.

                                  INTERNATIONAL CARD ESTABLISHMENT, INC.

                                  By:_________________________________________
                                  Name: ______________________________________
                                  Its:  ______________________________________


                                  MONARCH POINTE FUND, LTD.

                                  By: _______________________________________
                                  Name: David Firestone
                                  Its:  President

                                  MERCATOR ADVISORY GROUP, LLC

                                  By: ________________________________________
                                  Name: David Firestone
                                  Its:  Managing Member



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