EXHIBIT 10.2
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is entered into as of
December 6, 2004 with reference to the following:
WHEREAS, MONARCH POINTE FUND, LTD., (the "FUND") and MERCATOR ADVISORY
GROUP, LLC ("MERCATOR") (the Fund and Mercator are referred to individually as a
"Holder" and collectively as the "HOLDERS"), and INTERNATIONAL CARD
ESTABLISHMENT, INC., a Delaware corporation (the "COMPANY") previously entered
into that certain Registration Rights Agreement dated September 13, 2004 (the
"Agreement"); and
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, for good and valuable consideration, the parties agree
as follows:
1. The second WHEREAS clause is deleted in its entirety and the following
is inserted: "WHEREAS, each Fund and MAG have acquired Warrants
(together, the "WARRANTS") from the Company, pursuant to which the
Holders have the right to purchase in the aggregate up to 7,509,387
shares of the Common Stock through the exercise of the Warrants;
2. Paragraph 2(a) of the Agreement is deleted in its entirety and the
following is inserted: On or before January 15, 2005 (the "Registration
Date"), the Company shall file a registration statement (the
"Registration Statement") on Form SB-2 or S3 with the SEC registering
the maximum number of shares of Common Stock to be issued upon
conversion of the Preferred Stock and exercise of the Warrants. The
Company shall use its best efforts to have the Registration Statement
declared effective within 80 days after the initial filing with the
SEC. Once effective, the Company shall maintain the effectiveness of
the Registration Statement until the earlier of (i) the date that all
of the Registrable Securities have been sold, or (ii) the date that the
Company receives an opinion of counsel to the Company that all of the
Registrable Securities may be freely traded without registration under
the Securities Act, under Rule 144 promulgated under the Securities Act
or otherwise.
3. Paragraph 2(b) of the Agreement is deleted in its entirety and the
following is inserted: "The Company will initially include in the
Registration Statement as Registrable Securities 15,509,387 shares of
Common Stock.
In all other respects, the Agreement shall remain unchanged and in full force
and effect.
Signature Page to Follow
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto as of the date first above written.
INTERNATIONAL CARD ESTABLISHMENT, INC.
By:_________________________________________
Name: ______________________________________
Its: ______________________________________
MONARCH POINTE FUND, LTD.
By: _______________________________________
Name: Xxxxx Xxxxxxxxx
Its: President
MERCATOR ADVISORY GROUP, LLC
By: ________________________________________
Name: Xxxxx Xxxxxxxxx
Its: Managing Member
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