EXHIBIT 10.1
September ___, 2004
International Card Establishment, Inc.
William Lopshire, Esq.
300 Esplanade Dr.
Suite 1950
Oxnard, CA 93030
NEOS Liquidating, LLC
and
Stockholders of NEOS Merchant Solutions,
Inc.
Re: LOCK-UP AGREEMENT
Each of the undersigned, constituting certain of the officers
and
directors and also holders of 5% or greater
of the shares of common stock of
International Card Establishment, Inc., a
Delaware corporation (the "Company"),
in consideration of the acquisition of NEOS
Merchant Solutions, Inc. by the
Company (the "Merger") pursuant to a
certain Agreement and Plan of Merger (the
"Merger Agreement") by and between the
Company, Ice Sub Inc., a Nevada
corporation and wholly-owned subsidiary of
the Company, and NEOS Merchant
Solutions, Inc., and for other good and
valuable consideration, hereby agrees
with NEOS Liquidating, LLC, a California
limited liability company (the
"Trust"), the Company and the stockholders
referred to in Schedule A attached
the Merger Agreement that for a period of
twenty-four (24) months commencing
with the effective time of the Merger, the
undersigned will not undertake the
following, whether any such transaction
described below is to be settled by
delivery of the Company's Common Stock or
other securities, in cash or
otherwise:
o sell, offer for sale,
pledge, or otherwise dispose of (or enter into
any transaction or device that is designed to, or could be
expected
to, result in the disposition by any person at any time in the
future
of) any of shares of Common Stock of the Company (including,
without
limitation, shares of the Company's Common Stock that may be d
