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17-May-2006

Completion of Acquisition or Disposition of Assets, Financia


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 9, 2006, International Card Establishment, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Agreement"), by and among GlobalTech Acquisition, LLC (the "Acquiror"), a Delaware limited liability company and GlobalTech Leasing, Inc. ("GlobalTech Leasing"), a wholly owned subsidiary of the Company. Pursuant to the Agreement, the Company sold and the Acquiror merged with GlobalTech Leasing. In consideration for the cancellation of the common stock of GlobalTech Leasing held by the Company, the Company received an aggregate of $2,500,000 in consideration, consisting of $808,943 in cash and the assumption of $1,691,057 of debt.

The closing of the merger of GlobalTech into Acquiror occurred on May 11, 2006. No material relationship exists between the Acquiror and the Company and/or its affiliates, directors, officers or any associate of an officer or director.

GlobalTech Leasing is an equipment leasing firm that specializes in financing point-of-sale transaction systems.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

10.1 Agreement and Plan of Merger, dated May 9, 2006, issued by and among GlobalTech Acquisition, LLC, GlobalTech Leasing, Inc. and International Card Establishment, Inc.



About I.C.E.

I.C.E. (http://www.cardnetone.com/) is a rapidly growing provider of diversified products and services to the electronic transaction processing industry. I.C.E. establishes merchant accounts for businesses that enable them to accept credit cards, debit cards and other forms of electronic payments; supplies point-of-sale systems; facilitates processing; and markets a proprietary “Smart Card"-based system – which allows gift and loyalty functions to be stored on one card -- that enables merchants to offer store-branded gift and loyalty cards.

Forward-Looking Statements

This press release may contain forward-looking statements that are subject to risks and uncertainties. Important factors which could cause actual results to differ materially from those in the forward-looking statements, include but are not limited to: the company's short operating history which makes it difficult to predict its future results of operations; the company's initial history of operating losses with possible future losses which could impede its ability to address the risks and difficulties encountered by companies in new and rapidly evolving markets; the company's future operating results could fluctuate which may cause volatility or a decline in the price of the company's stock; the possibility that the company may not be able to price its services above the overall cost causing its financial results to suffer; and other factors detailed in this press release and in future company filings with the Securities and Exchange Commission, at such time as the company is required to report its results of operations under the Securities Exchange Act of 1934, as amended.


Investor Relations Contact:
PAN Consultants, Ltd.
Philippe Niemetz,
toll-free: 800/477-7570
212/344-6464
email: p.niemetz@panconsultants.com

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