INTERNATIONAL CARD ESTABLISHMENT INC
FORM OF WARRANT DATED AS OF DECEMBER 6, 2004
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ex10-4.txt
<DESCRIPTION>FORM OF WARRANT DATED AS OF DECEMBER 6, 2004
<TEXT>
                                                                    EXHIBIT 10.4

                        WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE  SECURITIES  ISSUABLE  HEREUNDER  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY
MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  OTHERWISE  TRANSFERRED  IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE
STATE  SECURITIES  LAWS OR THE  AVAILABILITY  OF AN EXEMPTION FROM  REGISTRATION
UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                        WARRANT TO PURCHASE COMMON STOCK

       NUMBER OF SHARES:         UP TO 1,689,612 SHARES (SUBJECT TO ADJUSTMENT)
       WARRANT PRICE:            $0.75 PER SHARE
       ISSUANCE DATE:            DECEMBER 3, 2004
       EXPIRATION DATE:          DECEMBER 3, 2007


THIS WARRANT CERTIFIES THAT for value received, Mercator Advisory Group, LLC, or
its registered assigns (hereinafter called the "HOLDER") is entitled to purchase
from International Card Establishment,  Inc. (hereinafter called the "COMPANY"),
the  above  referenced  number  of fully  paid  and  nonassessable  shares  (the
"SHARES") of common stock (the "COMMON STOCK"), of Company, at the Warrant Price
per Share referenced  above;  the number of shares  purchasable upon exercise of
this Warrant  referenced  above being subject to adjustment from time to time as
described  herein.  This  Warrant  is issued  in  connection  with that  certain
Subscription  Agreement  of even date  herewith,  by and between the Company and
Holder (the  "SUBSCRIPTION  AGREEMENT").  The exercise of this Warrant  shall be
subject to the provisions, limitations and restrictions contained herein.

1. TERM AND EXERCISE.

1.1 TERM.  This  Warrant is  exercisable  in whole or in part (but not as to any
fractional  share of Common Stock),  at any time and from time to time after the
date hereof prior to 6:00 p.m. on the Expiration Date set forth above.

1.2  WARRANT  PRICE.  The Warrant  shall be  exercisable  at the  Warrant  Price
described above.

1.3  MAXIMUM  NUMBER OF SHARES.  The  maximum  number of Shares of Common  Stock
exercisable   pursuant   to  this   Warrant  is   1,689,612   Shares.   However,
notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted  to  exercise  this  Warrant for a number of Shares  greater  than the
number that would cause the  aggregate  beneficial  ownership  of the  Company's
Common Stock (calculated  pursuant to Rule 13d-3 of the Securities  Exchange Act
of 1934, as amended) of the Holder and all persons affiliated with the Holder to
equal 9.99% of the Company's Common Stock then outstanding.

1.4  PROCEDURE  FOR  EXERCISE OF WARRANT.  Holder may  exercise  this Warrant by
delivering  the following to the  principal  office of the Company in accordance
with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially
the form  attached  as Schedule  A, (ii)  payment of the  Warrant  Price then in
effect for each of the Shares being  purchased,  as  designated in the Notice of
Exercise,  and (iii) this Warrant.  Payment of the Warrant Price may be in cash,
certified or official  bank check  payable to the order of the Company,  or wire
transfer of funds to the  Company's  account (or any  combination  of any of the
foregoing) in the amount of the Warrant Price for each share being purchased.

1.5 DELIVERY OF CERTIFICATE AND NEW WARRANT. In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the Holder or such other
name or  names as may be  designated  by the  Holder,  together  with any  other
securities  or other  property  which the Holder is  entitled  to  receive  upon
exercise  of this  Warrant,  shall be  delivered  to the Holder  hereof,  at the
Company's expense, within a reasonable time, not exceeding fifteen (15) calendar
days, after the rights represented by this Warrant shall have been so exercised;
and, unless this Warrant has expired,  a new Warrant  representing the number of
Shares (except a remaining fractional share), if any, with respect to which this
Warrant  shall not then have been  exercised  shall also be issued to the Holder
hereof within such time. The person in whose name any  certificate for shares of
Common Stock is issued upon  exercise of this Warrant  shall for all purposes be
deemed to have  become the holder of record of such  shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was received by the
Company, irrespective of the date of delivery of such certificate,  except that,
if the date of such  surrender and payment is on a date when the stock  transfer
books of the Company are closed,  such person shall be deemed to have become the
holder of such Shares at the close of business  on the next  succeeding  date on
which the stock transfer books are open.

1.6  RESTRICTIVE  LEGEND.  Each  certificate for Shares shall bear a restrictive
legend in substantially the form as follows, together with any additional legend
required by (i) any  applicable  state  securities  laws and (ii) any securities
exchange upon which such Shares may, at the time of such exercise, be listed:

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


Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate  bearing  such  legend  shall also bear such legend  unless,  in the
opinion of counsel for the Holder  thereof  (which  counsel  shall be reasonably
satisfactory  to the Company),  the securities  represented  thereby are not, at
such time, required by law to bear such legend.

1.7 FRACTIONAL  SHARES.  No fractional Shares shall be issuable upon exercise or
conversion of the Warrant. In the event of a fractional interest,  the number of
Shares to be issued shall be rounded down to the nearest whole Share.

                                                                          Page 1

<PAGE>

2. REPRESENTATIONS, WARRANTIES AND COVENANTS.

2.1 REPRESENTATIONS AND WARRANTIES.

(a) The Company is a corporation  duly organized,  validly  existing and in good
standing  under the laws of its  state of  incorporation  and has all  necessary
power and authority to perform its obligations under this Warrant;

(b) The  execution,  delivery  and  performance  of this  Warrant  has been duly
authorized by all necessary  actions on the part of the Company and  constitutes
the legal, valid and binding obligation of the Company,  enforceable against the
Company in accordance with its terms; and

(c)  This  Warrant  does  not  violate  and is not in  conflict  with any of the
provisions  of  the  Company's  Articles  of  Incorporation  or  Certificate  of
Determination, Bylaws and any resolutions of the Company's Board of Directors or
stockholders,  or any agreement of the Company, and no event has occurred and no
condition or circumstance  exists that might (with or without notice or lapse of
time)  constitute  or result  directly  or  indirectly  in such a  violation  or
conflict.

2.2  ISSUANCE  OF SHARES.  The Company  covenants  and agrees that all shares of
Common Stock that may be issued upon the exercise of the rights  represented  by
this  Warrant  will,  upon  issuance,   be  validly   issued,   fully  paid  and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.  The Company  further  covenants and agrees that it will pay when
due and  payable  any and all  federal  and state  taxes which may be payable in
respect  of the  issue of this  Warrant  or any  Common  Stock  or  certificates
therefor  issuable  upon the  exercise  of this  Warrant.  The  Company  further
covenants  and agrees that the  Company  will at all times have  authorized  and
reserved,  free from preemptive  rights, a sufficient number of shares of Common
Stock to provide  for the  exercise  in full of the rights  represented  by this
Warrant.  If at any time the number of authorized but unissued  shares of Common
Stock of the  Company  shall not be  sufficient  to effect the  exercise  of the
Warrant in full,  subject to the  limitations  set forth in Section  1.3 hereto,
then the Company will take all such  corporate  action as may, in the opinion of
counsel to the Company,  be necessary or advisable to increase the number of its
authorized  shares of Common Stock as shall be sufficient to permit the exercise
of the  Warrant in full,  subject to the  limitations  set forth in Section  1.3
hereto,  including  without  limitation,  using its best  efforts  to obtain any
necessary  stockholder approval of such increase.  The Company further covenants
and agrees that if any shares of capital stock to be reserved for the purpose of
the issuance of shares upon the exercise of this  Warrant  require  registration
with or approval of any  governmental  authority  under any federal or state law
before such shares may be validly issued or delivered  upon  exercise,  then the
Company will in good faith and as expeditiously  as possible  endeavor to secure
such registration or approval,  as the case may be. If and so long as the Common
Stock  issuable  upon the  exercise  of this  Warrant is listed on any  national
securities  exchange or the Nasdaq Stock Market,  the Company will, if permitted
by the rules of such  exchange or market,  list and keep listed on such exchange
or market,  upon  official  notice of issuance,  all shares of such Common Stock
issuable upon exercise of this Warrant.

3. OTHER ADJUSTMENTS.

3.1 SUBDIVISION OR COMBINATION OF SHARES.  In case the Company shall at any time
subdivide  its  outstanding  Common Stock into a greater  number of shares,  the
Warrant  Price  in  effect  immediately  prior  to  such  subdivision  shall  be
proportionately  reduced, and the number of Shares subject to this Warrant shall
be  proportionately  increased,  and conversely,  in case the outstanding Common
Stock of the Company  shall be  combined  into a smaller  number of shares,  the
Warrant  Price  in  effect  immediately  prior  to  such  combination  shall  be
proportionately  increased,  and the number of Shares  subject  to this  Warrant
shall be proportionately decreased.

3.2 DIVIDENDS IN COMMON STOCK,  OTHER STOCK OR PROPERTY.  If at any time or from
time to time the  holders  of  Common  Stock  (or any  shares  of stock or other
securities at the time  receivable upon the exercise of this Warrant) shall have
received or become entitled to receive, without payment therefor:

(a) Common  Stock,  Options or any shares or other  securities  which are at any
time directly or indirectly  convertible  into or exchangeable for Common Stock,
or any rights or options to subscribe for,  purchase or otherwise acquire any of
the foregoing by way of dividend or other distribution;

(b) any cash paid or payable otherwise than as a regular cash dividend; or

(c) Common Stock or additional shares or other securities or property (including
cash) by way of spin-off, split-up,  reclassification,  combination of shares or
similar corporate rearrangement (other than Common Stock issued as a stock split
or  adjustments in respect of which shall be covered by the terms of Section 3.1
above) and additional shares,  other securities or property issued in connection
with a Change (as defined below) (which shall be covered by the terms of Section
3.4  below),  then and in each such case,  the  Holder  hereof  shall,  upon the
exercise of this Warrant,  be entitled to receive,  in addition to the number of
shares  of  Common  Stock  receivable  thereupon,  and  without  payment  of any
additional  consideration therefor, the amount of stock and other securities and
property  (including  cash in the cases referred to in clause (b) above and this
clause (c)) which such Holder  would hold on the date of such  exercise had such
Holder  been the holder of record of such  Common  Stock as of the date on which
holders of Common  Stock  received or became  entitled to receive such shares or
all other additional stock and other securities and property.

3.3  REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION,  MERGER OR SALE.  If any
recapitalization, reclassification or reorganization of the share capital of the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or  substantially  all of its shares  and/or  assets or other
transaction (including,  without limitation,  a sale of substantially all of its
assets  followed by a liquidation)  shall be effected in such a way that holders
of Common Stock shall be entitled to receive shares,  securities or other assets
or property  (a  "CHANGE"),  then,  as a condition  of such  Change,  lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter  have the right to purchase  and receive (in lieu of the Common Stock
of the Company  immediately  theretofore  purchasable  and  receivable  upon the
exercise of the rights  represented  hereby)  such shares,  securities  or other
assets or  property as may be issued or payable  with  respect to or in exchange
for the number of  outstanding  Common  Stock which such Holder  would have been
entitled to receive had such Holder exercised this Warrant  immediately prior to
the  consummation  of such Change.  The Company or its successor  shall promptly
issue to Holder a new Warrant for such new securities or other property. The new
Warrant shall provide for adjustments which shall be as nearly equivalent as may
be practicable to give effect to the adjustments  provided for in this Section 3
including,  without  limitation,  adjustments  to the  Warrant  Price and to the
number of securities or property issuable upon exercise of the new Warrant.  The
provisions of this Section 3.3 shall similarly apply to successive Changes.

4. OWNERSHIP AND TRANSFER.

4.1  OWNERSHIP  OF THIS  WARRANT.  The  Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until  presentation of this Warrant for registration of transfer
as provided in this Section 4.

4.2  TRANSFER  AND  REPLACEMENT.  This  Warrant  and all  rights  hereunder  are
transferable  in whole or in part upon the books of the  Company  by the  Holder
hereof in person or by duly authorized attorney,  and a new Warrant or Warrants,
of the same tenor as this Warrant but  registered in the name of the  transferee
or  transferees  (and in the  name  of the  Holder,  if a  partial  transfer  is
effected)  shall be made and  delivered  by the Company  upon  surrender of this
Warrant duly endorsed,  at the office of the Company in accordance  with Section
5.1 hereof. Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss,  theft or  destruction,  and,  in such  case,  of  indemnity  or
security  reasonably  satisfactory  to it, and upon surrender of this Warrant if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu of this Warrant;  provided that if the Holder hereof is an  instrumentality

                                                                          Page 2

<PAGE>

of a state or local government or an institutional  holder or a nominee for such
an instrumentality or institutional holder an irrevocable agreement of indemnity
by such Holder  shall be  sufficient  for all purposes of this  Warrant,  and no
evidence of loss or theft or destruction shall be necessary.  This Warrant shall
be promptly  cancelled by the Company upon the  surrender  hereof in  connection
with any transfer or  replacement.  Except as otherwise  provided  above, in the
case of the loss,  theft or destruction of a Warrant,  the Company shall pay all
expenses,  taxes and other charges  payable in  connection  with any transfer or
replacement  of this Warrant,  other than income taxes and stock  transfer taxes
(if any) payable in connection  with a transfer of this Warrant,  which shall be
payable by the Holder.  Holder  will not  transfer  this  Warrant and the rights
hereunder except in compliance with federal and state securities laws and except
after  providing  evidence of such  compliance  reasonably  satisfactory  to the
Company.

5. MISCELLANEOUS PROVISIONS.

5.1 NOTICES.  Any notice or other document  required or permitted to be given or
delivered  to the Holder  shall be  delivered  or forwarded to the Holder at c/o
Mercator Advisory Group, LLC, 555 South Flower Street,  Suite 4500, Los Angeles,
California 90071, Attention: David F. Firestone (Facsimile No. 213/553-8285), or
to such other  address or number as shall have been  furnished to the Company in
writing by the Holder, with a copy to Sheppard Mullin Richter & Hampton LLP, 333
South Hope Street,  48th Floor,  Los Angeles,  California  90071-1448  Attention
David C.  Ulich  (Facsimile  No.  213/620-1398).  Any  notice or other  document
required or permitted to be given or delivered to the Company shall be delivered
or forwarded  to the Company AT  International  Card  Establishment,  Inc.,  300
Esplanade  Drive,  19th  Floor,  Oxnard,  California  93036,  Attention  William
Lopshire (Facsimile No. 866-556-7642,  with a copy to Ronald J. Stauber, Inc., A
Law  Corporation,  1880  Century Park East,  Suite 300, Los Angeles,  California
90067 Attention:  Ronald J. Stauber,  Esq. (Facsimile No.  310-556-3687),  or to
such other  address or number as shall have been  furnished to Holder in writing
by the Company.

5.2 All notices,  requests and  approvals  required by this Warrant  shall be in
writing and shall be conclusively  deemed to be given (i) when hand-delivered to
the other  party,  (ii) when  received if sent by  facsimile  at the address and
number set forth above;  provided that notices  given by facsimile  shall not be
effective,  unless  either  (a) a  duplicate  copy of such  facsimile  notice is
promptly given by depositing the same in the mail, postage prepaid and addressed
to the party as set forth below or (b) the  receiving  party  delivers a written
confirmation of receipt for such notice by any other method permitted under this
paragraph;  and further  provided  that any notice given by  facsimile  received
after  5:00 p.m.  (recipient's  time) or on a  non-business  day shall be deemed
received on the next business day; (iii) five (5) business days after deposit in
the United States mail,  certified,  return receipt requested,  postage prepaid,
and  addressed  to the party as set forth below;  or (iv) the next  business day
after deposit with an international overnight delivery service, postage prepaid,
addressed  to the  party as set forth  below  with next  business  day  delivery
guaranteed;  provided that the sending party receives  confirmation  of delivery
from the delivery service provider.

5.3 NO RIGHTS AS  SHAREHOLDER;  LIMITATION OF LIABILITY.  This Warrant shall not
entitle the Holder to any of the rights of a shareholder  of the Company  except
upon exercise in accordance with the terms hereof.  No provision  hereof, in the
absence of affirmative  action by the Holder to purchase shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder,  shall
give rise to any liability of the Holder for the Warrant Price hereunder or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

5.4 GOVERNING LAW. This Warrant shall be governed by and construed in accordance
with  the  laws of the  State of  California  as  applied  to  agreements  among
California  residents  made and to be  performed  entirely  within  the State of
California, without giving effect to the conflict of law principles thereof.

5.5  BINDING  EFFECT ON  SUCCESSORS.  This  Warrant  shall be  binding  upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets and/or  securities.  All of the
obligations of the Company  relating to the Shares issuable upon the exercise of
this Warrant shall survive the exercise and termination of this Warrant.  All of
the  covenants  and  agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder.

5.6 WAIVER,  AMENDMENTS AND HEADINGS.  This Warrant and any provision hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by both parties (either generally or in a particular  instance and either
retroactively or  prospectively).  The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.

5.7 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  5.1 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 a Holder 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.

5.8  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.


                                                                          Page 3


<PAGE>


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer this ___ day of December, 2004.


COMPANY:
                                         INTERNATIONAL CARD ESTABLISHMENT, INC.




                                         BY_____________________________________

                                         PRINT NAME:____________________________

                                         TITLE:_________________________________



                                                                          Page 4

<PAGE>


                                   SCHEDULE A

                           FORM OF NOTICE OF EXERCISE

                [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT


The  undersigned  hereby elects to purchase  _______ shares of Common Stock (the
"Shares")  of  International  Card  Establishment,  Inc.  under the  Warrant  to
Purchase  Common  Stock dated  September  __ , 2004,  which the  undersigned  is
entitled to purchase pursuant to the terms of such Warrant.  The undersigned has
delivered  $_________,  the aggregate  Warrant Price for _____ Shares  purchased
herewith,  in full in  cash or by  certified  or  official  bank  check  or wire
transfer.

         Please issue a certificate or certificates  representing such shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below and in the denominations as is set forth below:

         _______________________________________________________________________
         [Type Name of Holder as it should appear on the stock certificate]

         _______________________________________________________________________
         [Requested Denominations - if no denomination is specified, a single
         certificate will be issued]

         _______________________________________________________________________
         The  initial  address  of such  Holder  to be  entered  on the books of
         Company shall be:


         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


         The undersigned  hereby represents and warrants that the undersigned is
acquiring such shares for his own account for investment  purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.



                                     By: _______________________________________

                                     Print Name: _______________________________

                                     Title:_____________________________________

                                     Dated:_____________________________________


                                      -1-

<PAGE>

                               FORM OF ASSIGNMENT
                                    (ENTIRE)

               [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT



FOR  VALUE  RECEIVED   ___________________________  hereby  sells,  assigns  and
transfers  unto  _______________________________  all rights of the  undersigned
under and  pursuant  to the within  Warrant,  and the  undersigned  does  hereby
irrevocably  constitute and appoint  _____________________  Attorney to transfer
the  said  Warrant  on the  books  of  _________________,  with  full  power  of
substitution.




__________________________________________________
[Type Name of Holder]



By: _______________________________________________
Title:_____________________________________________


Dated:_____________________________________________




NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant,  without  alteration or enlargement
or any change whatsoever.


                                      -1-

<PAGE>

                               FORM OF ASSIGNMENT
                                    (PARTIAL)

              [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT



FOR  VALUE  RECEIVED   ___________________________  hereby  sells,  assigns  and
transfers unto ____________________________ (i) the rights of the undersigned to
purchase  ____________________  shares of Common Stock under and pursuant to the
within  Warrant,  and (ii) on a  non-exclusive  basis,  all other  rights of the
undersigned  under and pursuant to the within Warrant,  it being understood that
the undersigned shall retain, severally (and not jointly) with the transferee(s)
named herein, all rights assigned on such  non-exclusive  basis. The undersigned
does  hereby  irrevocably  constitute  and  appoint   __________________________
Attorney  to  transfer  the said  Warrant  on the  books of  International  Card
Establishment, Inc., with full power of substitution.


___________________________________________________
[Type Name of Holder]

By:________________________________________________
Title:_____________________________________________



Dated:_____________________________________________



NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant,  without  alteration or enlargement
or any change whatsoever.


                                      -1-


</TEXT>
</DOCUMENT>
