EXHIBIT 10.1

                     INTERNATIONAL CARD ESTABLISHMENT, INC.
    SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS

                             SUBSCRIPTION AGREEMENT

                                                                December 6, 2004



Mercator Advisory Group LLC
Mercator Momentum Fund, L.P.
Mercator Momentum Fund III, L.P.
Robinson Reed, Inc.
555 South Flower Street, Suite 4500
Los Angeles, California 90071

Ladies and Gentlemen:

International Card Establishment,  Inc. a Delaware  corporation (the "COMPANY"),
hereby  confirms its  agreement  with Mercator  Momentum  Fund,  L.P.,  Mercator
Momentum Fund III, L.P., Robinson Reed, Inc. (collectively, the "Purchaser") and
Mercator Advisory Group, LLC ("MAG"), as set forth below.

         1.  THE  SECURITIES.   Subject  to  the  terms  and  conditions  herein
contained,  the Company proposes to issue and sell to the Purchaser an aggregate
of:  (a)  Thirty-Two  Thousand  (32,000)  shares  of its  Series  A  Convertible
Preferred Stock (the "SERIES A STOCK"),  which shall be convertible  into shares
(the "CONVERSION  SHARES") of the Company's Common Stock (the "COMMON STOCK") in
accordance with the formula set forth in the Certificate of Designations further
described below and (b) 8,010,012  warrants,  substantially in the form attached
hereto at  EXHIBIT A (the  "WARRANTS"),  to acquire  up to  8,010,012  shares of
Common Stock (the "WARRANT SHARES"). The exercise price per share for 50% of the
Warrant  Shares shall be $ 0.47 per share;  and the exercise price per share for
the remaining 50% of the Warrant Shares shall be $0.75. The rights,  preferences
and  privileges  of the  Series A Stock are as set forth in the  Certificate  of
Designations of Series A Preferred Stock as filed with the Secretary of State of
the State of Delaware (the  "CERTIFICATE OF  DESIGNATIONS") in the form attached
hereto as EXHIBIT B. The number of Conversion Shares and Warrant Shares that any
Purchaser may acquire at any time are subject to  limitation in the  Certificate
of Designations and in the Warrants,  respectively, so that the aggregate number
of shares of Common  Stock of which such  Purchaser  and all persons  affiliated
with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3
of the Securities  Exchange Act of 1934, as amended) does not at any time exceed
9.99% of the Company's then outstanding Common Stock.

         The Series A Stock and the Warrants are sometimes  herein  collectively
referred  to  as  the  "SECURITIES."  This  Agreement  and  the  Certificate  of
Designations are sometimes herein  collectively  referred to as the "TRANSACTION
DOCUMENTS."

                                      -1-

<PAGE>


         The Securities  will be offered and sold to the Purchaser  without such
offers and sales being  registered  under the Securities Act of 1933, as amended
(together  with  the  rules  and  regulations  of the  Securities  and  Exchange
Commission  (the  "SEC")  promulgated  thereunder,  the  "SECURITIES  ACT"),  in
reliance on exemptions therefrom.

         In  connection  with the sale of the  Securities,  the Company has made
available (including electronically via the SEC's EDGAR system) to Purchaser its
periodic and current  reports,  forms,  schedules,  proxy  statements  and other
documents  (including  exhibits  and  all  other  information   incorporated  by
reference)  filed with the SEC under the  Securities  Exchange  Act of 1934,  as
amended (the "EXCHANGE  ACT").  These  reports,  forms,  schedules,  statements,
documents,   filings  and  amendments,  are  collectively  referred  to  as  the
"DISCLOSURE DOCUMENTS." All references in this Agreement to financial statements
and schedules and other information which is "contained," "included" or "stated"
in the Disclosure Documents (or other references of like import) shall be deemed
to mean and include all such  financial  statements  and  schedules,  documents,
exhibits  and  other  information  which is  incorporated  by  reference  in the
Disclosure Documents.

         2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as set forth
on the Disclosure Schedule (the "DISCLOSURE  SCHEDULE") delivered by the Company
to Purchaser  on the Closing  Date (as defined in Section 3 below),  the Company
represents and warrants to and agrees with Purchaser and MAG as follows:

                  (a)  To  the  best  of  Company's  knowledge,  the  Disclosure
Documents  as of their  respective  dates did not,  and will not  (after  giving
effect to any updated  disclosures  therein) as of the Closing Date, contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the statements  therein,  in the light of the circumstances  under which
they  were  made,  not  misleading.  To the  best of  Company's  knowledge,  the
Disclosure Documents and the documents incorporated or deemed to be incorporated
by reference  therein,  at the time they were filed or hereafter  are filed with
the SEC,  complied  and will  comply,  at the time of  filing,  in all  material
respects with the requirements of the Securities Act and/or the Exchange Act, as
the case may be, as applicable.

                  (b) SCHEDULE A attached  hereto sets forth a complete  list of
the  subsidiaries of the Company (the  "SUBSIDIARIES").  Each of the Company and
its  Subsidiaries  has been duly  incorporated  and each of the  Company and the
Subsidiaries  is validly  existing in good standing as a  corporation  under the
laws of its jurisdiction of  incorporation,  with the requisite  corporate power
and authority to own its properties and conduct its business as now conducted as
described in the Disclosure  Documents and is duly qualified to do business as a
foreign  corporation  in good  standing  in all  other  jurisdictions  where the
ownership or leasing of its  properties or the conduct of its business  requires
such  qualification,  except  where the  failure to be so  qualified  would not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
business,  condition (financial or other),  properties,  prospects or results of
operations  of the  Company  and the  Subsidiaries,  taken as a whole  (any such
event, a "MATERIAL  ADVERSE  EFFECT");  as of the Closing Date, the Company will
have the  authorized,  issued  and  outstanding  capitalization  set forth in on
SCHEDULE B attached hereto (the "COMPANY  CAPITALIZATION");  except as set forth
in the  Disclosure  Documents  or on SCHEDULE  A, the Company  does not have any

                                      -2-

<PAGE>

subsidiaries  or own directly or  indirectly  any of the capital  stock or other
equity or long-term debt  securities of or have any equity interest in any other
person;  all of the  outstanding  shares of capital stock of the Company and the
Subsidiaries  have been duly authorized and validly  issued,  are fully paid and
nonassessable  and were not issued in  violation  of any  preemptive  or similar
rights and are owned free and clear of all liens,  encumbrances,  equities,  and
restrictions on transferability  (other than those imposed by the Securities Act
and the state  securities or "Blue Sky" laws) or voting;  except as set forth in
the Disclosure Documents,  all of the outstanding shares of capital stock of the
Subsidiaries are owned,  directly or indirectly,  by the Company;  except as set
forth in the  Disclosure  Documents,  no options,  warrants  or other  rights to
purchase from the Company or any Subsidiary,  agreements or other obligations of
the Company or any Subsidiary to issue or other rights to convert any obligation
into, or exchange any  securities  for,  shares of capital stock of or ownership
interests in the Company or any  Subsidiary are  outstanding;  and except as set
forth in the  Disclosure  Documents  or on  SCHEDULE  C, there is no  agreement,
understanding  or  arrangement  among the Company or any  Subsidiary and each of
their  respective  stockholders or any other person relating to the ownership or
disposition  of any  capital  stock  of the  Company  or any  Subsidiary  or the
election of directors of the Company or any  Subsidiary or the governance of the
Company's  or  any   Subsidiary's   affairs,   and,  if  any,  such  agreements,
understandings  and arrangements will not be breached or violated as a result of
the  execution  and  delivery  of,  or  the  consummation  of  the  transactions
contemplated by, the Transaction Documents.

                  (c)  The  Company  has  the  requisite   corporate  power  and
authority to execute,  deliver and perform its obligations under the Transaction
Documents.  Each  of  the  Transaction  Documents  has  been  duly  and  validly
authorized by the Company and, when executed and delivered by the Company,  will
constitute a valid and legally  binding  agreement  of the Company,  enforceable
against  the  Company in  accordance  with its terms  except as the  enforcement
thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating
to or affecting  creditors' rights generally or (B) general principles of equity
and the  discretion  of the court before which any  proceeding  therefore may be
brought (regardless of whether such enforcement is considered in a proceeding at
law or in equity) (collectively, the "ENFORCEABILITY EXCEPTIONS").

                  (d)  The  Series  A Stock  and the  Warrants  have  been  duly
authorized  and,  when  issued  upon  payment  thereof in  accordance  with this
Agreement,  will have been validly issued,  fully paid and  non-assessable.  The
Conversion  Shares issuable have been duly  authorized and validly  reserved for
issuance,  and when issued upon  conversion  of the Series A Stock in accordance
with the terms of the  Certificate  of  Designations,  will  have  been  validly
issued,  fully  paid and  non-assessable.  The  Warrant  Shares  have  been duly
authorized and validly  reserved for issuance,  and when issued upon exercise of
the  Warrants  in  accordance  with the terms  thereof,  will have been  validly
issued, fully paid and non-assessable.  The Common Stock of the Company conforms
to  the  description  thereof  contained  in  the  Disclosure   Documents.   The
stockholders of the Company have no preemptive or similar rights with respect to
the Common Stock.

                  (e)   No   consent,    approval,    authorization,    license,
qualification, exemption or order of any court or governmental agency or body or
third party is required for the performance of the Transaction  Documents by the

                                      -3-

<PAGE>

Company  or for  the  consummation  by the  Company  of any of the  transactions
contemplated  thereby, or the application of the proceeds of the issuance of the
Securities as described in this Agreement, except for such consents,  approvals,
authorizations, licenses, qualifications,  exemptions or orders (i) as have been
obtained  on or  prior  to the  Closing  Date,  (ii) as are not  required  to be
obtained on or prior to the Closing Date that will be obtained when required, or
(iii) the failure to obtain which would not,  individually  or in the aggregate,
have a Material Adverse Effect.

                  (f) Except as set forth on  SCHEDULE D, none of the Company or
the  Subsidiaries is (i) in material  violation of its articles of incorporation
or bylaws (or similar organizational  document),  (ii) in breach or violation of
any statute, judgment, decree, order, rule or regulation applicable to it or any
of its properties or assets, which breach or violation would, individually or in
the aggregate,  have a Material Adverse Effect,  or (iii) except as described in
the  Disclosure  Documents,  in default (nor has any event  occurred  which with
notice  or  passage  of time,  or  both,  would  constitute  a  default)  in the
performance or observance of any  obligation,  agreement,  covenant or condition
contained in any contract,  indenture,  mortgage, deed of trust, loan agreement,
note, lease, license,  franchise agreement,  permit, certificate or agreement or
instrument  to which it is a party or to  which  it is  subject,  which  default
would, individually or in the aggregate, have a Material Adverse Effect.

                  (g) The execution,  delivery and performance by the Company of
the  Transaction   Documents  and  the   consummation  by  the  Company  of  the
transactions  contemplated thereby and the fulfillment of the terms thereof will
not (a)  violate,  conflict  with or  constitute  or  result in a breach of or a
default under (or an event that,  with notice or lapse of time,  or both,  would
constitute a breach of or a default under) any of (i) the terms or provisions of
any contract,  indenture,  mortgage, deed of trust, loan agreement, note, lease,
license, franchise agreement,  permit, certificate or agreement or instrument to
which any of the Company or the Subsidiaries is a party or to which any of their
respective   properties  or  assets  are  subject,   (ii)  the   Certificate  of
Incorporation  or bylaws of any of the Company or the  Subsidiaries  (or similar
organizational document) or (iii) any statute,  judgment, decree, order, rule or
regulation of any court or  governmental  agency or other body applicable to the
Company or the Subsidiaries or any of their  respective  properties or assets or
(b)  result in the  imposition  of any lien upon or with  respect  to any of the
properties  or assets now owned or  hereafter  acquired by the Company or any of
the  Subsidiaries;  which violation,  conflict,  breach,  default or lien would,
individually or in the aggregate, have a Material Adverse Effect.

                  (h) The audited consolidated  financial statements included in
the Disclosure  Documents  present fairly the consolidated  financial  position,
results of  operations,  cash flows and changes in  shareholders'  equity of the
entities,  at the dates and for the  periods to which they  relate and have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent basis; the interim  un-audited  consolidated  financial  statements
included in the Disclosure  Documents present fairly the consolidated  financial
position, results of operations and cash flows of the entities, at the dates and
for the periods to which they relate subject to year-end audit  adjustments  and
have been prepared in accordance with generally accepted  accounting  principles
applied on a consistent basis with the audited consolidated financial statements
included  therein;  the selected  financial and statistical data included in the

                                      -4-

<PAGE>

Disclosure  Documents present fairly the information shown therein and have been
prepared  and  compiled  on  a  basis  consistent  with  the  audited  financial
statements included therein, except as otherwise stated therein; and each of the
auditors previously engaged by the Company or to be engaged in the future by the
Company  is an  independent  certified  public  accountant  as  required  by the
Securities Act for an offering registered thereunder.

                  (i) Except as described in the Disclosure Documents,  there is
not pending or, to the knowledge of the Company,  threatened  any action,  suit,
proceeding, inquiry or investigation, governmental or otherwise, to which any of
the  Company  or the  Subsidiaries  is a  party,  or to which  their  respective
properties or assets are subject,  before or brought by any court, arbitrator or
governmental agency or body, that, if determined adversely to the Company or any
such  Subsidiary,  would,  individually  or in the  aggregate,  have a  Material
Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of or
otherwise  challenge the issuance or sale of the Securities to be sold hereunder
or the application of the proceeds therefrom or the other transactions described
in the Disclosure Documents.

                  (j) The Company and the  Subsidiaries  own or possess adequate
licenses or other rights to use all patents,  trademarks,  service marks,  trade
names, copyrights and know-how that are necessary to conduct their businesses as
described in the Disclosure  Documents.  None of the Company or the Subsidiaries
has  received  any  written  notice  of  infringement  of (or  knows of any such
infringement  of)  asserted  rights  of  others  with  respect  to any  patents,
trademarks,  service  marks,  trade names,  copyrights or know-how that, if such
assertion of infringement or conflict were sustained,  would, individually or in
the aggregate, have a Material Adverse Effect.

                  (k) Each of the Company  and the  Subsidiaries  possesses  all
licenses,   permits,   certificates,   consents,  orders,  approvals  and  other
authorizations  from,  and has made  all  declarations  and  filings  with,  all
federal,  state, local and other governmental  authorities,  all self-regulatory
organizations and all courts and other tribunals presently required or necessary
to own or lease,  as the case may be, and to operate its  respective  properties
and to carry on its respective  businesses as now or proposed to be conducted as
set forth in the Disclosure Documents  ("PERMITS"),  except where the failure to
obtain such Permits would not, individually or in the aggregate, have a Material
Adverse  Effect and none of the Company or the  Subsidiaries  has  received  any
notice of any  proceeding  relating to  revocation or  modification  of any such
Permit,  except as described in the  Disclosure  Documents and except where such
revocation or modification would not,  individually or in the aggregate,  have a
Material Adverse Effect.

                  (l) Subsequent to the respective dates as of which information
is given in the Disclosure  Documents and except as described  therein,  (i) the
Company and the  Subsidiaries  have not  incurred any  material  liabilities  or
obligations, direct or contingent, or entered into any material transactions not
in the ordinary course of business or (ii) the Company and the Subsidiaries have
not purchased any of their  respective  outstanding  capital stock, or declared,
paid or otherwise made any dividend or  distribution of any kind on any of their
respective  capital stock or otherwise  (other than, with respect to any of such
Subsidiaries, the purchase of capital stock by the Company), (iii) there has not
been any material  increase in the long-term  indebtedness of the Company or any
of the  Subsidiaries,  (iv)  there  has not  occurred  any  event or  condition,

                                      -5-

<PAGE>

individually or in the aggregate,  that has a Material  Adverse Effect,  and (v)
the  Company  and the  Subsidiaries  have not  sustained  any  material  loss or
interference  with respect to their  respective  businesses or  properties  from
fire, flood, hurricane,  earthquake,  accident or other calamity, whether or not
covered by  insurance,  or from any labor  dispute or any legal or  governmental
proceeding.

                  (m) There are no material  legal or  governmental  proceedings
nor are  there  any  material  contracts  or  other  documents  required  by the
Securities  Act to be described in a  prospectus  that are not  described in the
Disclosure Documents.  Except as described in the Disclosure Documents,  none of
the  Company  or the  Subsidiaries  is in  default  under  any of the  contracts
described  in the  Disclosure  Documents,  has received a notice or claim of any
such default or has knowledge of any breach of such contracts by the other party
or  parties  thereto,  except  for such  defaults  or  breaches  as  would  not,
individually or in the aggregate, have a Material Adverse Effect.

                  (n)  Each of the  Company  and the  Subsidiaries  has good and
marketable title to all real property  described in the Disclosure  Documents as
being owned by it and good and marketable  title to the leasehold  estate in the
real  property  described  therein as being  leased by it, free and clear of all
liens, charges, encumbrances or restrictions, except, in each case, as described
in the  Disclosure  Documents  or  such as  would  not,  individually  or in the
aggregate,  have a Material Adverse Effect.  All material leases,  contracts and
agreements  to which the  Company  or any of the  Subsidiaries  is a party or by
which any of them is bound are valid and enforceable  against the Company or any
such  Subsidiary,  are, to the knowledge of the Company,  valid and  enforceable
against the other party or parties thereto and are in full force and effect.

                  (o) Each of the  Company  and the  Subsidiaries  has filed all
necessary  federal,  state and foreign income and franchise tax returns,  except
where the  failure to so file such  returns  would not,  individually  or in the
aggregate,  have a Material Adverse Effect,  and has paid all taxes shown as due
thereon;  and other than tax deficiencies which the Company or any Subsidiary is
contesting in good faith and for which  adequate  reserves have been provided in
accordance  with  generally  accepted  accounting  principles,  there  is no tax
deficiency  that has been asserted  against the Company or any  Subsidiary  that
would, individually or in the aggregate, have a Material Adverse Effect.

                  (p) None of the Company or the Subsidiaries is, or immediately
after the Closing Date will be, required to register as an "investment  company"
or a company  "controlled by" an "investment  company" within the meaning of the
Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT").

                  (q)  None  of the  Company  or  the  Subsidiaries  or,  to the
knowledge of any of such entities'  directors,  officers,  employees,  agents or
controlling persons, has taken, directly or indirectly,  any action designed, or
that might  reasonably be expected,  to cause or result in the  stabilization or
manipulation of the price of the Common Stock.

                  (r)  None of the  Company,  the  Subsidiaries  or any of their
respective  Affiliates  (as  defined in Rule  501(b) of  Regulation  D under the
Securities Act) directly,  or through any agent,  engaged in any form of general

                                      -6-

<PAGE>

solicitation  or general  advertising  (as those terms are used in  Regulation D
under the Securities  Act) in connection  with the offering of the Securities or
engaged in any other  conduct that would cause such  offering to be constitute a
public  offering  within  the  meaning of Section  4(2) of the  Securities  Act.
Assuming the accuracy of the  representations and warranties of the Purchaser in
Section 6 hereof,  it is not  necessary in connection  with the offer,  sale and
delivery of the Securities to the Purchaser in the manner  contemplated  by this
Agreement to register any of the Securities under the Securities Act.

                  (s)  There  is no  strike,  labor  dispute,  slowdown  or work
stoppage with the employees of the Company or any of the  Subsidiaries  which is
pending  or,  to the  knowledge  of  the  Company  or  any of the  Subsidiaries,
threatened.

                  (t) Each of the Company and the  Subsidiaries  carries general
liability  insurance  coverage  comparable  to other  companies  of its size and
similar business.

                  (u)  Each  of  the  Company  and  the  Subsidiaries  maintains
internal  accounting  controls  which  provide  reasonable  assurance  that  (A)
transactions  are executed in accordance with  management's  authorization,  (B)
transactions  are recorded as necessary to permit  preparation  of its financial
statements and to maintain  accountability for its assets, and and (C) access to
its  material  assets  is  permitted  only  in  accordance   with   management's
authorization.

                  (v)  Except  for a Due  Diligence  fee  payable  to MAG, a due
diligence  fee payable to Robinson  Reed,  Inc. and a broker fee payable to J.P.
Turner & Company,  L.L.C., ("JP Turner") in the amount of $320,000,  the Company
does not know of any claims for services, either in the nature of a finder's fee
or financial  advisory fee, with respect to the offering of the  Securities  and
the transactions contemplated by the Transaction Documents.

                  (w)  The  Common  Stock  is  traded  on  the  Over-the-Counter
Bulletin Board (the "OTC-BB").  Except as described in the Disclosure Documents,
the  Company  currently  is not in  violation  of, and the  consummation  of the
transactions  contemplated  by the Transaction  Documents will not violate,  any
rule of the National Association of Securities Dealers.

                  (x) The  Company is eligible to use SB-2 for the resale of the
Conversion  Shares and the Warrant Shares by Purchaser or their  transferees and
the Warrant Shares by Purchaser,  MAG or their  transferees.  The Company has no
reason to believe  that it is not  capable of  satisfying  the  registration  or
qualification  requirements (or an exemption  therefrom) necessary to permit the
resale of the  Conversion  Shares and the Warrant Shares under the securities or
"blue sky" laws of any jurisdiction within the United States.

                  (y)  The  attached   Schedule  E  accurately  sets  forth  the
Company's intended use of proceeds for the Purchase Price.

         3. PURCHASE,  SALE AND DELIVERY OF THE SECURITIES.  On the basis of the
representations,  warranties,  agreements  and  covenants  herein  contained and
subject to the terms and  conditions  herein set forth,  the  Company  agrees to
issue  and sell to the  Purchaser,  and  Purchaser  agree to  purchase  from the

                                      -7-

<PAGE>

Company,  Thirty-Two  Thousand  (32,000) shares of Series A Stock at $100.00 per
share in the amounts shown on the signature page hereto.  In connection with the
purchase  and sale of  Series  A Stock,  for no  additional  consideration,  the
Purchaser  and MAG will  receive  Warrants to purchase an aggregate of 8,010,012
shares of Common Stock, subject to adjustment as set forth in the Warrants.  The
Warrants  shall  be  allocated  as set  forth  on the  signature  page  to  this
Subscription Agreement.

         The closing of the transactions  described herein (the "CLOSING") shall
take place at a time and on a date (the  "CLOSING  DATE") to be specified by the
parties,  which will be no later than 5:00 p.m.  (Pacific  time) on November 30,
2004.  On the Closing  Date,  the Company  shall  deliver  (a)  certificates  in
definitive form for the Series A Stock in the names and amounts set forth on the
signature page hereto,  (b) Warrants,  in the names and amounts set forth on the
signature  page  hereto,   (c)  the  Subscription   Agreement,   Certificate  of
Designation and Registration  Rights Agreement,  each duly executed on behalf of
the  Company,  and (d) the  Opinion of Counsel  in the form  attached  hereto as
EXHIBIT C. On the Closing Date,  Purchaser shall deliver (i) 66% of the Purchase
Price or $2,112,000 by wire transfer of immediately available funds to an escrow
account mutually acceptable to the parties, and (ii) the Subscription  Agreement
and Registration Rights Agreement, each duly executed on behalf of the Purchaser
and MAG. The Closing will occur when all documents and instruments  necessary or
appropriate to effect the transactions  contemplated herein are exchanged by the
parties  and all  actions  taken  at the  Closing  will be  deemed  to be  taken
simultaneously.

         Upon receipt of written  confirmation  from MAG that all  documents and
instruments  have been duly  executed  and  delivered,  the escrow  holder shall
release (a) to the Company,  the sum of $1,762,080 (b) to MAG, the sum of 66% of
its Due  Diligence  Fee or $97,020  and the legal fees in the amount of $12,000,
(c) to Robinson Reed, Inc., the sum 66% of its Due Diligence fee or $29,700, and
(d) to JP Turner the sum of 66% of its broker fee or $211,200.

         Provided that Company is not in default under  Paragraph  10(i) (iv) or
(v) hereof,  the Purchaser  covenants and agrees to pay, within two trading days
after  Company  files the  Registration  Statement  (as  defined in  Paragraph 9
below),  the  balance  of the  Purchase  Price or  $913,920  to  Company by wire
transfer of immediately available funds to an escrow account mutually acceptable
to the parties.  The escrow  holder shall then release via wire  transfer (a) to
MAG the balance of its Due  Diligence  fee in the amount of $49,980,  (d) to the
Robinson  Reed,  Inc.,  the  balance of its Due  Diligence  fee in the amount of
$15,300,  (c) to JP Turner  the  balance of its fee or  $108,800  and (d) to the
Company, the balance of the Purchase Price totaling $913,920.

         4. CERTAIN  COVENANTS OF THE COMPANY.  The Company covenants and agrees
with each Purchaser as follows:

                  (a) None of the  Company or any of its  Affiliates  will sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any
"security" (as defined in the Securities Act) which could be integrated with the
sale of the  Securities in a manner which would require the  registration  under
the Securities Act of the Securities.

                                      -8-

<PAGE>


                  (b) The  Company  will not  become,  at any time  prior to the
expiration  of three  years  after the  Closing  Date,  an  open-end  investment
company,  unit investment trust,  closed-end  investment  company or face-amount
certificate company that is or is required to be registered under the Investment
Company Act.

                  (c) None of the proceeds of the Series A Stock will be used to
reduce or retire  any  insider  note or  convertible  debt held by an officer or
director of the Company.

                  (d) Subject to Section 10 of this  Agreement,  the  Conversion
Shares  and  the  Warrant   Shares   will  be   eligible   for  trading  on  the
Over-the-Counter Bulletin Board or such market on which the Company's shares are
subsequently  listed or traded,  immediately  following the effectiveness of the
Registration Statement.

                  (e) The  Company  will use best  efforts to do and perform all
things  required to be done and  performed  by it under this  Agreement  and the
other Transaction  Documents and to satisfy all conditions precedent on its part
to the  obligations  of the  Purchaser  to purchase  and accept  delivery of the
Securities.

                  (f) The  Purchaser  shall have a right of first refusal on any
financing in which the Company is the issuer of debt or equity  securities  from
the date of Closing through and including  eighty-five  (85) days after the date
the Registration Statement is declared "effective." The Purchaser shall exercise
its right of first refusal  within five (5) trading days of the date the Company
provides written notice to Purchaser of all material terms and conditions of the
proposed  financing.  In the event  Purchaser  declines to exercise its right of
first refusal, then Company shall be entitled to complete the proposed financing
on the terms and conditions stated.

         5.  CONDITIONS OF THE  PURCHASER'  OBLIGATIONS.  The obligation of each
Purchaser to purchase  and pay for the  Securities  is subject to the  following
conditions unless waived in writing by the Purchaser:

                  (a)  The   representations   and  warranties  of  the  Company
contained in this Agreement  shall be true and correct in all material  respects
(other  than  representations  and  warranties  with a Material  Adverse  Effect
qualifier,  which shall be true and correct as written) on and as of the Closing
Date;  the  Company  shall  have  complied  in all  material  respects  with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date.

                  (b) None of the issuance and sale of the  Securities  pursuant
to this Agreement or any of the  transactions  contemplated  by any of the other
Transaction  Documents shall be enjoined  (temporarily  or  permanently)  and no
restraining  order or other  injunctive  order shall have been issued in respect
thereof; and there shall not have been any legal action,  order, decree or other
administrative proceeding instituted or, to the Company's knowledge,  threatened
against  the Company or against any  Purchaser  relating to the  issuance of the
Securities or any  Purchaser's  activities in connection  therewith or any other
transactions  contemplated by this Agreement, the other Transaction Documents or
the Disclosure Documents.

                                      -9-

<PAGE>

                  (c) The Purchaser shall have received certificates,  dated the
Closing Date and signed by the Chief  Executive  Officer and the Chief Financial
Officer of the Company, to the effect of paragraphs 5(a) and (b).

                  (d) The Purchaser  shall have received an opinion of Ronald J.
Stauber,  Esq.,  with respect to the  authorization  of the Series A Stock,  the
Conversion  Shares,  the  Warrants  and the Warrant  Shares and other  customary
matters in the form attached hereto as EXHIBIT C.


         6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

                  (a) Each  Purchaser  and MAG  represents  and  warrants to the
Company  that the  Securities  to be acquired  by it  hereunder  (including  the
Conversion  Shares and the Warrant Shares that it may acquire upon conversion or
exercise thereof, as the case may be) are being acquired for its own account for
investment and with no intention of  distributing  or reselling such  Securities
(including the Conversion Shares and the Warrant Shares that it may acquire upon
conversion  or  exercise  thereof,  as the case may be) or any part  thereof  or
interest  therein  in  any  transaction  which  would  be in  violation  of  the
securities  laws of the United  States of America or any State.  Nothing in this
Agreement,  however,  shall prejudice or otherwise limit a Purchaser's  right to
sell or  otherwise  dispose  of all or any  part of such  Conversion  Shares  or
Warrant Shares under an effective  registration  statement  under the Securities
Act  and in  compliance  with  applicable  state  securities  laws or  under  an
exemption from such  registration.  By executing this Agreement,  each Purchaser
further represents that such Purchaser does not have any contract,  undertaking,
agreement  or   arrangement   with  any  person  to  sell,   transfer  or  grant
participation to any Person with respect to any of the Securities.

                  (b) Each  Purchaser and MAG  understands  that the  Securities
(including the Conversion Shares and the Warrant Shares that it may acquire upon
conversion  or exercise  thereof,  as the case may be) have not been  registered
under the  Securities Act and may not be offered,  resold,  pledged or otherwise
transferred  except (a) pursuant to an  exemption  from  registration  under the
Securities  Act (and,  if  requested  by the  Company,  based upon an opinion of
counsel  acceptable  to the  Company) or pursuant to an  effective  registration
statement  under the  Securities  Act and (b) in accordance  with all applicable
securities laws of the states of the United States and other jurisdictions.

         Each  Purchaser  and  MAG  agrees  to  the   imprinting,   so  long  as
appropriate, of the following legend on the Securities (including the Conversion
Shares and the Warrant  Shares that it may acquire upon  conversion  or exercise
thereof, as the case may be):

         THE  SHARES  OF  STOCK  EVIDENCED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
         REGISTERED UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
         NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED  ("TRANSFERRED")
         IN  THE  ABSENCE  OF  SUCH  REGISTRATION  OR  AN  APPLICABLE  EXEMPTION
         THEREFROM. IN THE ABSENCE OF SUCH REGISTRATION,  SUCH SHARES MAY NOT BE
         TRANSFERRED UNLESS, IF THE COMPANY REQUESTS, THE COMPANY HAS RECEIVED A
         WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY TO THE


                                      -10-

<PAGE>


         COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL
         APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

         The  legend set forth  above may be removed if and when the  Conversion
Shares or the Warrant Shares, as the case may be, are disposed of pursuant to an
effective  registration  statement under the Securities Act or in the opinion of
counsel  to the  Company  experienced  in the  area  of  United  States  Federal
securities   laws  such  legends  are  no  longer   required  under   applicable
requirements  of the  Securities  Act.  The Series A Stock,  the  Warrants,  the
Conversion  Shares and the  Warrant  Shares  shall  also bear any other  legends
required by applicable  Federal or state  securities  laws, which legends may be
removed  when in the  opinion  of  counsel  to the  Company  experienced  in the
applicable securities laws, the same are no longer required under the applicable
requirements  of such  securities  laws. The Company agrees that it will provide
each Purchaser,  upon request, with a substitute  certificate,  not bearing such
legend at such  time as such  legend is no  longer  applicable.  Each  Purchaser
agrees that, in  connection  with any transfer of the  Conversion  Shares or the
Warrant Shares by it pursuant to an effective  registration  statement under the
Securities  Act,  such  Purchaser  will  comply  with  all  prospectus  delivery
requirements  of the  Securities  Act.  The  Company  makes  no  representation,
warranty or agreement as to the availability of any exemption from  registration
under the Securities  Act with respect to any resale of the Series A Stock,  the
Warrants, the Conversion Shares or the Warrant Shares.

                  (c) Each Purchaser and MAG is an "accredited  investor" within
the meaning of Rule 501(a) of  Regulation D under the  Securities  Act.  Neither
Purchaser nor MAG learned of the opportunity to acquire  Securities or any other
security  issuable by the Company  through  any form of general  advertising  or
public solicitation.

                  (d) Each  Purchaser  and MAG  represents  and  warrants to the
Company that it has such  knowledge,  sophistication  and experience in business
and financial  matters so as to be capable of evaluating the merits and risks of
the  prospective  investment  in the  Securities,  having  been  represented  by
counsel,  and has so evaluated  the merits and risks of such  investment  and is
able to bear the economic risk of such  investment  and, at the present time, is
able to afford a complete loss of such investment.

                  (e) Each Purchaser represents and warrants to the Company that
(i) the  purchase  of the  Securities  to be  purchased  by it has been duly and
properly  authorized  and this Agreement has been duly executed and delivered by
it or on its behalf and constitutes the valid and legally binding  obligation of
the Purchaser,  enforceable  against the Purchaser in accordance with its terms,
subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors'  rights  generally  and to general  principles  of  equity;  (ii) the
purchase of the  Securities  to be  purchased  by it does not  conflict  with or
violate its charter, by-laws or any law, regulation or court order applicable to
it; and (iii) the  purchase of the  Securities  to be  purchased  by it does not
impose any penalty or other onerous condition on the Purchaser under or pursuant
to any applicable law or governmental regulation.

                                      -11-

<PAGE>

                  (f) Each  Purchaser  and MAG  represents  and  warrants to the
Company that neither it nor any of its directors,  officers,  employees, agents,
partners, members, controlling persons or shareholders holding 5% or more of the
Common Stock  outstanding on the Closing Date, has taken or will take,  directly
or indirectly, any actions designed, or might reasonably be expected to cause or
result in the de-stabilization or manipulation of the price of the Common Stock.

                  (g)   Each   Purchaser   and  MAG   acknowledges   it  or  its
representatives  have reviewed the Disclosure Documents and further acknowledges
that it or its  representatives  have been afforded (i) the  opportunity  to ask
such  questions  as it has deemed  necessary  of, and to receive  answers  from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering  of the  Securities  and the  merits  and  risks  of  investing  in the
Securities;  (ii) access to  information  about the  Company  and the  Company's
financial condition, results of operations, business, properties, management and
prospects  sufficient to enable it to evaluate its investment in the Securities;
and (iii)  the  opportunity  to obtain  such  additional  information  which the
Company possesses or can acquire without  unreasonable effort or expense that is
necessary to verify the accuracy and  completeness of the information  contained
in the Disclosure Documents.

                  (h) Each  Purchaser  and MAG  represents  and  warrants to the
Company that it has based its investment  decision  solely upon the  information
contained in the  Disclosure  Documents and such other  information  as may have
been provided to it or its  representatives  by the Company in response to their
inquiries,  and has not based its  investment  decision on any research or other
report  regarding  the  Company  prepared  by  any  third  party  ("THIRD  PARTY
REPORTS"). Each Purchaser understands and acknowledges that (i) the Company does
not  endorse  any Third  Party  Reports  and (ii) its actual  results may differ
materially from those projected in any Third Party Report.

                  (i) Each Purchaser and MAG understands and  acknowledges  that
(i)  any  forward-looking  information  included  in  the  Disclosure  Documents
supplied to Purchaser by the Company or its  management  is subject to risks and
uncertainties,  including  those  risks  and  uncertainties  set  forth  in  the
Disclosure  Documents;   and  (ii)  the  Company's  actual  results  may  differ
materially  from  those  projected  by the  Company  or its  management  in such
forward-looking information.

                  (j) Each Purchaser and MAG understands and  acknowledges  that
(i)  the  Securities  are  offered  and  sold  without  registration  under  the
Securities  Act in a  private  placement  that is exempt  from the  registration
provisions of the  Securities  Act and (ii) the  availability  of such exemption
depends in part on, and that the  Company and its  counsel  will rely upon,  the
accuracy and truthfulness of the foregoing  representations and Purchaser hereby
consents to such reliance.

         7. COVENANTS OF PURCHASER NOT TO SHORT STOCK.  Purchaser,  on behalf of
themselves and their  affiliates,  hereby covenant and agree not to, directly or
indirectly,  offer to "short sell", contract to "short sell" or otherwise "short
sell" the securities of the Company,  including,  without limitation,  shares of
Common Stock that will be received as a result of the conversion of the Series A
Stock or the exercise of the Warrants.

                                      -12-

<PAGE>


         8. TERMINATION.

                  (a) This Agreement may be terminated in the sole discretion of
the Company by notice to each Purchaser if at the Closing Date:

                           (i) the  representations  and warranties  made by any
Purchaser in Section 6 are not true and correct in all material respects; or

                           (ii) as to the  Company,  the sale of the  Securities
hereunder (i) is prohibited or enjoined by any  applicable  law or  governmental
regulation  or (ii)  subjects the Company to any penalty,  or in its  reasonable
judgment,  other onerous  condition  under or pursuant to any  applicable law or
government  regulation that would materially  reduce the benefits to the Company
of the sale of the Securities to such Purchaser, so long as such regulation, law
or  onerous  condition  was  not in  effect  in such  form  at the  date of this
Agreement.

                  (b) This  Agreement  may be terminated by any Purchaser or MAG
by notice to the Company  given in the event that the Company shall have failed,
refused or been  unable to satisfy  all  material  conditions  on its part to be
performed or satisfied  hereunder on or prior to the Closing  Date,  or if after
the  execution  and  delivery of this  Agreement  and  immediately  prior to the
Closing  Date,  trading in  securities  of the  Company on the  Over-the-Counter
Bulletin Board shall have been suspended.

                  (c) This Agreement may be terminated by mutual written consent
of all parties.

         9.  REGISTRATION.  On or before  January  15,  2005 (the  "Registration
Date"), the Company shall file a 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
(collectively,  the "REGISTRABLE SECURITIES"),  as set forth in the Registration
Rights  Agreement  attached  hereto as Exhibit D. The Company shall use its best
efforts to have the  Registration  Statement  declared  effective within 80 days
after the initial filing with the SEC.

         10. EVENT OF DEFAULT.  If an Event of Default (as defined below) occurs
and remains uncured for a period of 5 days, the Purchaser and MAG shall have the
right  to  exercise  any or all of the  rights  given to the  Purchaser  and MAG
relating  to  the  Securities,  as  further  described  in  the  Certificate  of
Designations.  In addition,  the price at which the shares of Series A Stock may
be converted into Common Stock shall be reduced from 85% of the Market Price (as
defined in the Certificate of Designations) to 75% of the Market Price,  subject
to the  Ceiling  Price  and  Floor  Price  as those  terms  are  defined  in the
Certificate of Designations.

         The  Holder  need  not  provide  and  the  Company  hereby  waives  any
presentment,  demand,  protest or other  notice of any kind,  and the Holder may
immediately  and without  expiration of any grace period  enforce any and all of
its rights and remedies  hereunder and all other remedies  available to it under
applicable law. Such  declaration may be rescinded and annulled by Holder at any
time prior to payment  hereunder.  No such  rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.

                                      -13-

<PAGE>

         An "EVENT OF DEFAULT" shall include the  commencement by the Company of
a  voluntary  case or  proceeding  under the  bankruptcy  laws or the  Company's
failure to: (i) discharge or stay a bankruptcy proceeding within 60 days of such
action being taken  against the Company,  (ii) file the  Registration  Statement
with  the SEC on or  before  January  15,  2005,  (iii)  have  the  Registration
Statement deemed effective by the SEC within 80 days after the date of filing of
the Registration Statement;  (iv) maintain trading of the Company's Common Stock
on the Over-the-Counter  Bulletin Board except for any periods when the stock is
listed on the NASDAQ Small Stock Market,  the NASDAQ National Stock Market,  the
AMEX or the NYSE,  (v) pay the expenses  referred to below or the Due  Diligence
Fee within three (3) days after the Closing;  or (vi) deliver to  Purchaser,  or
Purchaser'  broker,  as directed,  Common Stock that  Purchaser  have  converted
within three (3) business days of such conversions.

IN THE EVENT THAT THE COMPANY FAILS TO FILE THE REGISTRATION  STATEMENT WITH THE
SEC ON OR  BEFORE  THE  REGISTRATION  DATE,  AS A  REMEDY  FOR  SUCH AN EVENT OF
DEFAULT,  COMPANY  SHALL PAY TO  PURCHASER,  IN CASH,  $2,133  EACH DAY THAT THE
REGISTRATION STATEMENT FILING IS DELAYED.  PURCHASER AND COMPANY ACKNOWLEDGE AND
AGREE  THAT  THEY  HAVE  MUTUALLY   DISCUSSED  THE  IMPRACTICALITY  AND  EXTREME
DIFFICULTY  OF FIXING THE ACTUAL  DAMAGES  PURCHASER  WOULD INCUR IN THE CASE OF
SUCH AN EVENT OF DEFAULT,  AND THAT AS A RESULT OF SUCH  DISCUSSION  THE PARTIES
AGREE THAT $2,133 FOR EACH DAY THAT THE REGISTRATION STATEMENT FILING IS DELAYED
REPRESENTS A REASONABLE  ESTIMATE OF THE ACTUAL  DAMAGES WHICH  PURCHASER  WOULD
INCUR IN THE CASE OF SUCH AN EVENT OF  DEFAULT.  BY SIGNING IN THE SPACES  WHICH
FOLLOW,  PURCHASER AND COMPANY  SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE
TERMS AND PROVISIONS OF THIS PARAGRAPH CONCERNING LIQUIDATED DAMAGES.

Purchaser:                              Company:
Robinson Reed, Inc.,                    International Card Establishment, Inc.
a British Virgin Islands Company        a Delaware corporation


______________________________          By:           __________________________
By:  Geoffrey Todd Magistrate           Name:         __________________________
Its: Director                           Title:         _________________________
Mercator Momentum Fund, L.P.            Mercator Momentum Fund III, L.P.


By: Mercator Advisory Group, LLC        By: Mercator Advisory Group, LLC
Its: General Partner                    Its: General Partner

By: ______________________              By: ______________________
Name: David Firestone                   Name: David Firestone
Its: Managing Member                    Its: Managing Member

                                      -14-

<PAGE>


         11. NOTICES. All communications hereunder shall be in writing and shall
be hand delivered, mailed by first-class mail, couriered by next-day air courier
or by facsimile and confirmed in writing (i) if to the Company, at the addresses
set forth below,  or (ii) if to a Purchaser or MAG, to the address set forth for
such party on the signature page hereto.

If to the Company:

300 Esplanade Drive, 19th Floor
Oxnard, California 93036
Attention: William Lopshire
Telephone: 800-400-0206
Facsimile:  866-556-7642

with a copy to:

Ronald J. Stauber, Inc.
A Law Corporation
1880 Century Park EastSuite 300
Los Angeles, California 90067
Attn: Ronald J. Stauber, Esq.
Telephone:  310-556-0080
Facsimile: 310-556-3687

         All such notices and  communications  shall be deemed to have been duly
given: (i) when delivered by hand, if personally  delivered;  (ii) five business
days after being deposited in the mail,  postage  prepaid,  if mailed  certified
mail,  return  receipt  requested;  (iii) one  business  day after being  timely
delivered to a next-day air courier  guaranteeing  overnight delivery;  (iv) the
date of transmission if sent via facsimile to the facsimile  number as set forth
in this  Section or the  signature  page hereof prior to 6:00 p.m. on a business
day, or (v) the  business day  following  the date of  transmission  if sent via
facsimile at a facsimile  number set forth in this  Section or on the  signature
page hereof after 6:00 p.m. or on a date that is not a business day. Change of a
party's address or facsimile number may be designated hereunder by giving notice
to all of the other parties hereto in accordance with this Section.

         12.  SURVIVAL  CLAUSE.  The  respective  representations,   warranties,
agreements  and  covenants  of the Company and the  Purchaser  set forth in this
Agreement shall survive until the first anniversary of the Closing.

         13. FEES AND  EXPENSES.  Within three (3) days of Closing,  the Company
agrees  to pay  Purchaser'  legal  expenses  incurred  in  connection  with  the
preparation and negotiation of the Transaction Documents up to $12,000. Any sums

                                      -15-

<PAGE>

paid by Company upon  execution of the Term Sheet will be credited  against this
amount.

         14.  If any  action  at law or in equity is  necessary  to  enforce  or
interpret  the terms of this  Agreement,  the  Warrants  or the  Certificate  of
Designations,  the prevailing party or parties shall be entitled to receive from
the other  party or parties  reasonable  attorneys'  fees,  costs and  necessary
disbursements  in addition to any other relief to which the prevailing  party or
parties may be entitled.

         15.  SUCCESSORS.  This  Agreement  shall inure to the benefit of and be
binding upon Purchaser,  MAG and the Company and their respective successors and
legal  representatives,  and nothing expressed or mentioned in this Agreement is
intended or shall be  construed  to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement,  or any provisions
herein contained;  this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive  benefit of such persons and
for the benefit of no other  person.  Neither the Company nor any  Purchaser may
assign this  Agreement or any rights or obligation  hereunder  without the prior
written consent of the other party.

         16. NO WAIVER;  MODIFICATIONS  IN  WRITING.  No failure or delay on the
part of the Company,  MAG or any  Purchaser in  exercising  any right,  power or
remedy  hereunder  shall  operate as a waiver  thereof,  nor shall any single or
partial  exercise  of any such  right,  power or  remedy  preclude  any other or
further  exercise  thereof or the exercise of any other right,  power or remedy.
The remedies  provided for herein are  cumulative  and are not  exclusive of any
remedies that may be available to the Company, MAG or any Purchaser at law or in
equity or  otherwise.  No waiver of or consent to any  departure by the Company,
MAG or any  Purchaser  from any provision of this  Agreement  shall be effective
unless signed in writing by the party entitled to the benefit thereof,  provided
that notice of any such waiver  shall be given to each party hereto as set forth
below.  Except as otherwise  provided  herein,  no  amendment,  modification  or
termination of any provision of this Agreement shall be effective  unless signed
in writing by or on behalf of each of the Company,  MAG and the  Purchaser.  Any
amendment,  supplement or modification of or to any provision of this Agreement,
any waiver of any provision of this Agreement,  and any consent to any departure
by the Company,  MAG or any  Purchaser  from the terms of any  provision of this
Agreement shall be effective only in the specific  instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement,  no notice to or demand on the Company in any case shall entitle
the  Company  to any other or  further  notice or  demand  in  similar  or other
circumstances.

         17.  ENTIRE  AGREEMENT.  This  Agreement,   together  with  Transaction
Documents,  constitutes  the  entire  agreement  among the  parties  hereto  and
supersedes  all  prior  agreements,  understandings  and  arrangements,  oral or
written,  among the parties hereto with respect to the subject matter hereof and
thereof.

         18.  SEVERABILITY.  If any  provision  of this  Agreement is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired thereby.

                                      -16-

<PAGE>

         19. APPLICABLE LAW. THE VALIDITY AND  INTERPRETATION OF THIS AGREEMENT,
AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO
PROVISIONS  RELATING TO  CONFLICTS OF LAW TO THE EXTENT THE  APPLICATION  OF THE
LAWS OF ANOTHER  JURISDICTION  WOULD BE REQUIRED  THEREBY.  THE  PARTIES  HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ACTIONS, SUITS OR PROCEEDINGS ARISING
OUT OF OR RELATING  TO THIS  AGREEMENT  MAY BE BROUGHT  ONLY IN STATE OR FEDERAL
COURTS  LOCATED IN THE CITY OF LOS ANGELES,  CALIFORNIA AND HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

         20.  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts and may be delivered by facsimile transmission, each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

         21. If the foregoing  correctly  sets forth our  understanding,  please
indicate your  acceptance  thereof in the space provided below for that purpose,
whereupon this Agreement shall constitute a binding agreement among the Company,
the Purchaser and MAG.

Very truly yours,
International Card Establishment, Inc.

By:      ___________________________
         Name:  ____________________
         Title: ____________________


                                      -17-
<PAGE>


ACCEPTED AND AGREED:

MERCATOR ADVISORY GROUP, LLC                 ROBINSON REED, INC.

By: __________________________               ______________________________
    David Firestone
    Managing Member                          By:  Geoffrey Todd Magistrate
                                             Its: Director
MERCATOR MOMENTUM FUND, L.P.                 MERCATOR MOMENTUM FUND III, L.P.


By:  Mercator Advisory Group, LLC            By: Mercator Advisory Group, LLC
Its: General Partner Its: General Partner

By: ______________________                   By: ______________________
Name: David Firestone                        Name: David Firestone
Its: Managing Member                         Its: Managing Member

Address for Notice to Robinson Reed, Inc.:   Addresses for Notice to Mercator
                                             Momentum Fund, Mercator Momentum
                                             Fund III, MAG:

Robinson Reed, Inc.                          Mercator Advisory Group, LLC
Road Town, Tortola                           555 South Flower Street, Suite 4500
British Virgin Islands                       Los Angeles, California 90071
Attn: Geoffrey Todd Magistrate, Director     Attention:  David Firestone
Facsimile: 357-2533-9316                     Facsimile:  (213) 533-8285

                                             with copy to:

                                             David C. Ulich, Esq.
                                             Sheppard, Mullin, Richter & Hampton
                                             LLP
                                             333 South Hope Street, 48th Floor
                                             Los Angeles, California 90071
                                             Facsimile: (213) 620-1398

<TABLE>
<CAPTION>

-------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
                               MERCATOR          MERCATOR       ROBINSON REED,       MERCATOR           TOTAL
                            MOMENTUM FUND,    MOMENTUM FUND          INC.        ADVISORY GROUP,
                                  LP             III, LP                               LLC
-------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S>                             <C>                <C>              <C>                                 <C>
PURCHASE PRICE                  $ 1,300,000        $  900,000       $ 1,000,000         --              $ 3,200,000
-------------------------- ----------------- ----------------- ----------------- ----------------- -----------------

PREFERRED SHARES                     13,000             9,000            10,000         --                   32,000
-------------------------- ----------------- ----------------- ----------------- ----------------- -----------------

WARRANTS @ $0.75                    813,517           563,204           938,673         1,689,612         4,005,006
-------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
WARRANTS @ $0.47                                                                                          4,005,006
                                    813,517           563,204           938,673         1,689,612
-------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>

                                      -18-


<PAGE>


                                   SCHEDULE A

   Direct and Indirect Subsidiaries of International Card Establishment, Inc.

GlobalTech Leasing, Inc., a California   International Card Establishment, Inc.,
corporation                              a Nevada corporation

NEOS Merchant Solutions, Inc., a         Nevada iNetEvents, Inc., a
Nevada corporation                       corporation




                                      -1-


<PAGE>



                                   SCHEDULE B

                             Company Capitalization

Common Stock:

         Authorized:                       100 million shares, $0.0005 par value
         Issued and Outstanding:           28,396,324 shares

Preferred Stock:

         Authorized:                       10 million shares, $0.01 par value
         Issued and Outstanding:           30,000 shares of Series A Preferred
                                           Stock

Common Stock Equivalents:

         Warrants:                         Approximately 9.5 million at an
                                           average exercise price of $0.62 per
                                           share.

                                      -1-
<PAGE>


                                   SCHEDULE C

                               Other Arrangements



Pursuant  to a  Proxy  Agreement  by and  between  the  Company,  NEOS  Merchant
Solutions,  Inc. and NEOS Liquidating Trust, LLC, Company  shareholders  holding
approximately  5  million  shares  of Common  Stock  have  agreed to vote in any
election of directors for a nominee  designated by the NEOS  Liquidating  Trust,
LLC.



                                      -1-
<PAGE>


                                   SCHEDULE D

                                   Violations

                                       NA




                                      -1-

<PAGE>


                                   SCHEDULE E

                                 Use of Proceeds



Acquisition of Lease Portfolio:                                    $1 million

Acquisition of SCP Bankcard Portfolio:                             $700,000

Bankcard Processing Center Joint Venture:                          $1.5 million

                                                  Total:           $3.2 million



                                      -2-

<PAGE>



                                    EXHIBIT A

                                     Warrant




                                      -3-

<PAGE>



                                    EXHIBIT B

                         Certificate of Designations of
                      Series A Convertible Preferred Stock
                                       of
                     International Card Establishment, Inc.





                                      -4-


<PAGE>



                                    EXHIBIT C

                              Form of Legal Opinion



         1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware,  with corporate  power
to own its properties and to conduct its business.

         2. The Company has the corporate power to execute,  deliver and perform
the  Transaction  Documents,  including the Exhibits,  thereto.  The Transaction
Documents  have been duly  authorized by all requisite  corporate  action by the
Company  and  constitute  the  valid and  binding  obligations  of the  Company,
enforceable in accordance  with their terms  (subject to  bankruptcy,  equitable
principles and other customary exceptions).

                  (a) The  authorized  capital stock of the Company  consists of
____________ shares of Preferred Stock, and ____________ shares of Common Stock.

                  (b) The shares of the Company's  Series A Stock have been duly
authorized and, upon issuance,  delivery,  and payment  therefor as described in
the   Subscription   Agreement,   will  be  validly   issued,   fully  paid  and
non-assessable.

                  (c)  The  shares  of  the  Company's  Common  Stock  initially
issuable  upon  conversion  of the  shares of Series A Stock sold have been duly
authorized  and reserved  for  issuance  and,  upon  issuance and delivery  upon
conversion  of  the  Series  A  Stock  as  described  in  the   Certificate   of
Designations, will be validly issued, fully paid and non-assessable.

                  (d) The shares of the  Company's  Common Stock  issuable  upon
exercise of the Warrants  have been duly  authorized  and reserved for issuance,
and upon  issuance,  delivery,  and  payment  therefor  in  accordance  with the
Warrants, will be validly issued, fully paid and non-assessable.

         3. The Company's  execution and delivery of the  Transaction  Documents
and the issue and sale of the Series A Stock and the Warrants,  on the terms and
conditions set forth in the Subscription Agreement,  will not violate any law of
the  United  States  or the State of  Delaware,  any rule or  regulation  of any
governmental  authority or regulatory  body of the United States or the State of
Delaware or any provision of the Company's Articles of Incorporation or Bylaws.

         4. No consent, approval, order or authorization of, and no notice to or
filing  with,  any  governmental  agency or body or any court is  required to be
obtained or made by the Company for the  issuance and sale of the Series A Stock
and the Warrants pursuant to the Transaction Documents, except such as have been
obtained or made and such as may be required under applicable securities laws.


                                      -1-

<PAGE>


         5. On the assumption that the  representations of the Purchaser and MAG
in the  Subscription  Agreement are correct and complete,  the offer and sale of
the Series A Stock and the  Warrants  pursuant to the terms of the  Subscription
Agreement  are exempt  from the  registration  requirements  of Section 5 of the
Securities Act of 1933, as amended,  and from the qualification  requirements of
California securities statutes and regulations,  and, under such securities laws
as they  presently  exist,  the  issuance  of the  Company's  Common  Stock upon
conversion  of the Series A Stock and  exercise  of the  Warrants  would also be
exempt from such registration and qualification requirements.

         6. We know of no pending or overtly  threatened  action,  proceeding or
governmental  investigation with respect to the Company's sale of Series A Stock
and Warrants pursuant to the Transaction Documents.


                                      -2-
<PAGE>

                                    EXHIBIT D
                            TO SUBSCRIPTION AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

         AGREEMENT dated as of December 6, 2004, between Mercator Momentum Fund,
L.P.,  Mercator  Momentum Fund III, L.P.,  ROBINSON REED,  INC. (the "FUND") and
MERCATOR  ADVISORY  GROUP,  LLC  ("MAG")  (the Fund and MAG are ---  referred to
individually as a "Holder" and collectively as the "HOLDERS"), and International
Card Establishment, Inc., a Delaware corporation (the "COMPANY").


         WHEREAS,  the Fund have purchased,  for an aggregate of $3,200,000,  an
aggregate of 32,000 shares of Series A Convertible  Preferred Stock (the "SERIES
A STOCK") from the Company,  and have the right to cause their Series A Stock to
be converted into shares of Common Stock, $0.001 par value (the "COMMON STOCK"),
of the Company,  pursuant to the conversion formula set forth in the Certificate
of Determination;

         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 8,010,012 shares of the Common Stock through the
exercise of the Warrants;

         WHEREAS,  the Company desires to grant to the Holders the  registration
rights set forth herein with respect to the shares of Common Stock issuable upon
the conversion of the Series A Stock and the exercise of the Warrants.

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         I.  REGISTRABLE  SECURITIES.  As used  herein  the  terms  "REGISTRABLE
SECURITY"  means  each of the  shares  of  Common  Stock  (i)  issued  upon  the
conversion of the Series A Stock (the "CONVERSION SHARES") or (ii) upon exercise
of the Warrants (the "WARRANT SHARES"),  provided, however, that with respect to
any  particular  Registrable  Security,  such  security  shall  cease  to  be  a
Registrable  Security when, as of the date of determination that (a) it has been
effectively  registered  under  the  Securities  Act of 1933,  as  amended  (the
"SECURITIES  ACT"), and disposed of pursuant thereto,  or (b) registration under
the Securities Act is no longer required for the immediate  public  distribution
of such security. The term "REGISTRABLE  SECURITIES" means any and/or all of the
securities falling within the foregoing definition of a "Registrable  Security."
In the event of any merger, reorganization,  consolidation,  recapitalization or
other change in corporate  structure affecting the Common Stock, such adjustment
shall be made in the definition of  "Registrable  Security" as is appropriate in
order to prevent any dilution or enlargement  of the rights granted  pursuant to
this Section 1.

         II. REGISTRATION.

         A. 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

                                      -1-

<PAGE>

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.

         B. The Company will initially include in the Registration  Statement as
Registrable Securities 16,543,346 shares of Common Stock.

         III. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION.

         The Company covenants and agrees as follows:

         A. The  Company  shall  use best  efforts  to  cause  the  Registration
Statement  to become  effective  with the SEC as promptly as possible  and in no
event more than 80 days after it is filed with the SEC.  If any stop order shall
be issued by the SEC in connection therewith, the Company shall use best efforts
to obtain  promptly the removal of such order.  Following the effective  date of
the Registration  Statement,  the Company shall, upon the request of any Holder,
forthwith supply such reasonable number of copies of the Registration Statement,
preliminary prospectus and prospectus meeting the requirements of the Securities
Act, and any other  documents  necessary or incidental to the public offering of
the Registrable  Securities,  as shall be reasonably  requested by the Holder to
permit  the Holder to make a public  distribution  of the  Holder's  Registrable
Securities.  The  obligations  of the  Company  hereunder  with  respect  to the
Holder's  Registrable  Securities are subject to the Holder's  furnishing to the
Company  such  appropriate  information  concerning  the  Holder,  the  Holder's
Registrable   Securities  and  the  terms  of  the  Holder's  offering  of  such
Registrable Securities as the Company may reasonably request in writing.

         B. The Company  shall pay all costs,  fees and  expenses in  connection
with the  Registration  Statement filed pursuant to Section 2 hereof  including,
without limitation,  the Company's legal and accounting fees, printing expenses,
and blue sky fees and  expenses;  provided,  however,  that each Holder shall be
solely  responsible  for the  fees of any  counsel  retained  by the  Holder  in
connection  with  such  registration  and any  transfer  taxes  or  underwriting
discounts,  commissions or fees applicable to the Registrable Securities sold by
the Holder pursuant thereto.

         C. The Company  will take all actions  which may be required to qualify
or register the Registrable  Securities  included in the Registration  Statement
for the offer and sale under the  securities  or blue sky laws of such states as
are reasonably  requested by each Holder of such  securities,  provided that the
Company shall not be obligated to execute or file any general consent to service
of process or to qualify as a foreign  corporation to do business under the laws
of any such jurisdiction.

                                      -2-


<PAGE>

         IV. ADDITIONAL TERMS.

                  A. The Company  shall  indemnify and hold harmless the Holders
and each underwriter, within the meaning of the Securities Act, who may purchase
from or sell for any Holder,  any Registrable  Securities,  from and against any
and all losses,  claims,  damages and liabilities caused by any untrue statement
of  a  material  fact  contained  in  the  Registration  Statement,   any  other
registration  statement  filed by the  Company  under  the  Securities  Act with
respect to the registration of the Registrable  Securities,  any  post-effective
amendment to such registration statements, or any prospectus included therein or
caused by any omission to state  therein a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such losses,  claims,  damages or liabilities  are caused by any such
untrue statement or omission based upon information  furnished or required to be
furnished in writing to the Company by the Holders or underwriter  expressly for
use therein,  which  indemnification  shall  include  each  person,  if any, who
controls any Holder or underwriter  within the meaning of the Securities Act and
each  officer,  director,  employee  and agent of each  Holder and  underwriter;
provided, however, that the indemnification in this Section 4(a) with respect to
any prospectus  shall not inure to the benefit of any Holder or underwriter  (or
to the benefit of any person  controlling  any Holder or underwriter) on account
of any  such  loss,  claim,  damage  or  liability  arising  from  the  sale  of
Registrable  Securities by the Holder or underwriter,  if a copy of a subsequent
prospectus   correcting  the  untrue  statement  or  omission  in  such  earlier
prospectus  was provided to such Holder or  underwriter  by the Company prior to
the subject sale and the subsequent  prospectus was not delivered or sent by the
Holder or underwriter to the purchaser prior to such sale and provided  further,
that the Company  shall not be obligated to so indemnify  any Holder or any such
underwriter  or other person  referred to above unless the Holder or underwriter
or other  person,  as the case may be,  shall  at the same  time  indemnify  the
Company, its directors, each officer signing the Registration Statement and each
person,  if any, who controls the Company  within the meaning of the  Securities
Act, from and against any and all losses, claims, damages and liabilities caused
by any  untrue  statement  of a  material  fact  contained  in the  Registration
Statement,  any registration statement or any prospectus required to be filed or
furnished by reason of this Agreement or caused by any omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading,  insofar as such losses,  claims,  damages or
liabilities  are  caused  by  any  untrue   statement  or  omission  based  upon
information  furnished  in writing to the  Company by the Holder or  underwriter
expressly for use therein.

                  B. If for any reason the  indemnification  provided for in the
preceding section is held by a court of competent jurisdiction to be unavailable
to an indemnified  party with respect to any loss, claim,  damage,  liability or
expense  referred  to  therein,   then  the  indemnifying   party,  in  lieu  of
indemnifying such indemnified  party thereunder,  shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in such  proportion as is appropriate to reflect the relative fault
of the  indemnified  party  and the  indemnifying  party,  as well as any  other
relevant equitable considerations.

                  C.  Neither  the  filing of a  Registration  Statement  by the
Company   pursuant  to  this  Agreement  nor  the  making  of  any  request  for
prospectuses  by the Holder shall impose upon any Holder any  obligation to sell
the Holder's Registrable Securities.

                                      -3-

<PAGE>

                  D. Each  Holder,  upon receipt of notice from the Company that
an  event  has  occurred  which  requires  a  Post-Effective  Amendment  to  the
Registration Statement or a supplement to the prospectus included therein, shall
promptly  discontinue  the  sale of  Registrable  Securities  until  the  Holder
receives a copy of a supplemented or amended prospectus from the Company,  which
the Company shall provide as soon as practicable after such notice.

                  E. If the  Company  fails to keep the  Registration  Statement
referred to above continuously  effective during the requisite period,  then the
Company  shall,  promptly  upon the request of any Holder,  use best  efforts to
update the Registration  Statement or file a new registration statement covering
the Registrable Securities remaining unsold, subject to the terms and provisions
hereof.

                  F.  Each  Holder  agrees  to  provide  the  Company  with  any
information or undertakings reasonably requested by the Company in order for the
Company to include  any  appropriate  information  concerning  the Holder in the
Registration  Statement or in order to promote  compliance by the Company or the
Holder with the Securities Act.

                  (g)  The  Company  agrees  that  it  shall  cause  each of its
directors,  officers and  shareholders  owning ten percent  (10%) or more of the
Company's  outstanding  Common  Stock to refrain  from selling any shares of the
Company's  Common  Stock  until the  Registration  Statement  has been  declared
effective.

                  7. (h) Each  Holder,  on behalf of itself and its  affiliates,
hereby  covenants  and agrees not to,  directly or  indirectly,  offer to "short
sell",  contract to "short sell" or otherwise "short sell" any securities of the
Company,  including,  without  limitation,  shares of Common  Stock that will be
received as a result of the  conversion of the Series A Stock or the exercise of
the Warrants.

         8.

         V.  GOVERNING  LAW.  The  Registrable  Securities  will be, if and when
issued,  delivered in California.  This  Agreement  shall be deemed to have been
made and  delivered  in the  State of  California  and shall be  governed  as to
validity, interpretation,  construction, effect and in all other respects by the
internal  substantive laws of the State of California,  without giving effect to
the choice of law rules thereof.

         VI.  AMENDMENT.  This  Agreement  may  only  be  amended  by a  written
instrument executed by the Company and the Holders.

         VII. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof,  and supersedes
all prior agreements and understandings of the parties,  oral and written,  with
respect to the subject matter hereof.

         VIII. EXECUTION IN COUNTERPARTS.  This Agreement may be executed in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same document.

                                      -4-

<PAGE>

         IX. NOTICES. All communications hereunder shall be in writing and shall
be hand delivered, mailed by first-class mail, couriered by next-day air courier
or by facsimile at the addresses set forth below.

                  If to the Holders,      Mercator Advisory Group, LLC
                                          Mercator Momentum Fund, Ltd.
                                          Mercator Momentum Fund, III, Ltd.
                                          555 South Flower Street, Suite 4500
                                          Los Angeles, CA  90071
                                          Attention: David Firestone
                                          Facsimile: 213-533-8285

                                          Robinson Reed, Inc.
                                          Road Town, Tortola
                                          British Virgin Islands
                                          Attention: Geoffrey Todd Magistrate,
                                          Director
                                          Facsimile: 357-2533-9316

                  With a copy to          Sheppard Mullin Richter & Hampton LLP
                                          333 South Hope Street
                                          48th Floor
                                          Los Angeles, CA 90071-1448
                                          Telephone No.: (213) 620-1780
                                          Facsimile No.:  (213) 620-1398
                                          Attention: David C. Ulich

                  If to the Company,      International Card Establishment, Inc.
                                          300 Esplanade Drive, 19th
                                          Floor Oxnard, California 93036
                                          Attention: William Lopshire
                                          Telephone: 800-400-0206
                                          Facsimile: 866-556-7642

                  With a copy to          Ronald J. Stauber, Inc.
                                          A Law Corporation
                                          1880 Century Park East,
                                          Suite 300
                                          Los Angeles, California 90067
                                          Telephone No.: 310-556-0080
                                          Facsimile No.: 310-556-3687
                                          Attention: Ronald Stauber, Esq.

                                      -5-

<PAGE>

All such notices and communications shall be deemed to have been duly given: (i)
when delivered by hand, if personally  delivered;  (ii) five business days after
being deposited in the mail,  postage prepaid,  if mailed certified mail, return
receipt  requested;  (iii) one business  day after being  timely  delivered to a
next-day  air  courier  guaranteeing  overnight  delivery;   (iv)  the  date  of
transmission if sent via facsimile to the facsimile  number as set forth in this
Section or the  signature  page hereof prior to 4:00 p.m. on a business  day, or
(v) the business day following the date of transmission if sent via facsimile at
a facsimile  number set forth in this  Section or on the  signature  page hereof
after  4:00 p.m.  or on a date that is not a business  day.  Change of a party's
address or facsimile number may be designated  hereunder by giving notice to all
of the other parties hereto in accordance with this Section.

         X.  BINDING  EFFECT;   BENEFITS.  Any  Holder  may  assign  its  rights
hereunder.  This  Agreement  shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives, successors
and assigns. Nothing herein contained, express or implied, is intended to confer
upon any person other than the parties hereto and their respective heirs,  legal
representatives  and  successors,  any rights or remedies  under or by reason of
this Agreement.

         XI. HEADINGS. The headings contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

         XII.  SEVERABILITY.  Any provision of this Agreement which is held by a
court  of  competent  jurisdiction  to be  prohibited  or  unenforceable  in any
jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

         XIII. JURISDICTION. Each of the parties irrevocably agrees that any and
all suits or proceedings based on or arising under this Agreement may be brought
only in and shall be resolved in the federal or state courts located in the City
of Los Angeles,  California and consents to the  jurisdiction of such courts for
such  purpose.  Each  of  the  parties  irrevocably  waives  the  defense  of an
inconvenient  forum to the  maintenance  of such suit or  proceeding in any such
court.  Each of the parties  further  agrees that  service of process  upon such
party  mailed by first class mail to the address set forth in Section 9 shall be
deemed in every respect effective service of process upon such party in any such
suit or  proceeding.  Nothing  herein  shall affect the right of either party to
serve process in any other manner  permitted by law. Each of the parties  agrees
that a final  non-appealable  judgment in any such suit or  proceeding  shall be
conclusive and may be enforced in other  jurisdictions  by suit on such judgment
or in any other lawful manner.

         XIV.  ATTORNEYS'  FEES AND  DISBURSEMENTS.  If any  action at law or in
equity is  necessary to enforce or interpret  the terms of this  Agreement,  the
prevailing party or parties shall be entitled to receive from the other party or
parties  reasonable  attorneys' fees and  disbursements in addition to any other
relief to which the prevailing party or parties may be entitled.

                                      -6-

<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: Chief Executive Officer

                         ADDITIONAL SIGNATURES TO FOLLOW


                                      -7-


<PAGE>

                                         HOLDERS:

                                         MERCATOR MOMENTUM FUND, L.P.

                                         By: MERCATOR ADVISORY GROUP, LLC
                                         Its: General Partner


                                         By:_________________________________
                                         Name: David Firestone
                                         Its:  Managing Member


                                         MERCATOR MOMENTUM FUND III, L.P.

                                         By: MERCATOR ADVISORY GROUP, LLC
                                         Its: General Partner


                                         By: ________________________________
                                         Name: David Firestone
                                         Its:  Managing Member


                                         ROBINSON REED, INC.


                                         By: ________________________________
                                         Name: Geoffrey Todd Magistrate
                                         Its:  Director


                                         MERCATOR ADVISORY GROUP, LLC


                                         By: ________________________________
                                         Name: David Firestone
                                         Its:  Managing Member

                                      -8-