INTERNATIONAL CARD ESTABLISHMENT INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>subagree.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                     INTERNATIONAL CARD ESTABLISHMENT, INC.
    SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS

                             SUBSCRIPTION AGREEMENT

                                                              September 13, 2004



Mercator Advisory Group LLC
Monarch Pointe Fund, Ltd.
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 Monarch Pointe Fund,  Ltd. (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 Thousand  (30,000)  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)  _____________________  warrants,  substantially  in the
form  attached  hereto  at  EXHIBIT  A  (the  "WARRANTS"),   to  acquire  up  to
________________________  shares of Common  Stock (the  "WARRANT  SHARES").  The
exercise  price per share for 50% of the Warrant  Shares  shall be $ _______ 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."

         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.

                                      -1-

<PAGE>

         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
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

                                      -2-

<PAGE>

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 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

                                      -3-

<PAGE>

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 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.

                                      -4-

<PAGE>

              (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,
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.

                                      -5-

<PAGE>

              (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
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

                                      -6-

<PAGE>

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 and the fee
payable to J.P. Turner & Company,  L.L.C.,  ("JP Turner"),  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
Company,  Thirty Thousand (30,000) 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  number of
shares of Common Stock,  calculated by dividing $1,500,000 by 85% of the Ceiling

                                      -7-

<PAGE>

Price, 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  Tuesday,
September  14,  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 $1,980,000 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 $1,671,000, (b) to MAG, the sum of 66% of
the Due Diligence  Fee or $99,000,  and the legal fees in the amount of $12,000,
and to JP Turner the sum of 66% of its fee or $198,000.

         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  $1,020,000  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 the Due  Diligence  fee in the amount of  $51,000,  (c) to JP
Turner the balance of its fee or $102,000,  and (c) to the Company,  the balance
of the Purchase Price totaling $867,000.

         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.

              (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.

                                      -8-

<PAGE>

              (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.

              (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

                                      -9-

<PAGE>

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
         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

                                      -10-

<PAGE>

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.

              (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.

                                      -11-

<PAGE>

              (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.

         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

                                      -12-

<PAGE>

                   (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  November  19, 2004 (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. Notwithstanding the foregoing, in
the event that the Company  files a post  effective  amendment  to  registration
statement  #333-116956 pursuant to which the Company is restricted from filing a
subsequent  registration  statement until a specified period of time has elapsed
(the "Restriction  Period"),  then the Registration Date shall be the earlier of
(i) December 15, 2004, or end of the Restriction  Period.  The Company shall use
its best efforts to have the Registration  Statement  declared  effective within
100 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.

         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

                                      -13-

<PAGE>

action being taken  against the Company,  (ii) file the  Registration  Statement
with the SEC on or before the  Registration  Date,  (iii) have the  Registration
Statement  deemed  effective by the SEC within 100 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,  $1,400  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 $1,400 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:
Monarch Pointe Fund, Ltd.,                International Card Establishment, Inc.
a British Virgin Islands Company          a Delaware corporation


______________________________            By:           ________________________
By:            David Firestone            Name:         ________________________
Its:             President                Title:         _______________________


         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.

                                      -14-

<PAGE>


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
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

                                      -15-

<PAGE>

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.

         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

                                      -16-

<PAGE>

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           MONARCH POINTE FUND, LTD.


By:       __________________________   ______________________________
          David Firestone
          Managing Member              By:            David Firestone
                                       Its:             President

Warrants: _______________________      Preferred Shares: 30,000

                                       Purchase Price: $3,000,000

                                       Warrants: _____________________
                                       Addresses for Notice to Purchaser
                                       and MAG:

                                       Mercator Advisory Group, LLC
                                       555 South Flower Street, Suite 4500
                                       Los Angeles, California 90071
                                       Attention:  David Firestone
                                       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




                                      -18-


<PAGE>


                                   SCHEDULE A

   Direct and Indirect Subsidiaries of International Card Establishment, Inc.

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

 NEOS Merchant Solutions, Inc., a      iNetEvents, Inc., a Nevada corporation
 Nevada 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:        -0-

Common Stock Equivalents:

         Warrants:                      Approximately 10 million at an average
                                        exercise price of $0.86 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 and working capital for NEOS Merchant Solutions, Inc.: $2 million

Working Capital:                                                      $1 MILLION
                                                                      ----------

                                                     Total:           $3 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

                          Registration Rights Agreement


                                      -1-



</TEXT>
</DOCUMENT>
