Exhibit
      10.2

     

    CONSULTING
      SERVICES AGREEMENT

    


    This
      Consulting Services Agreement (“Agreement”) between Innovative Card
      Technologies, Inc. (“INCARD"), a Delaware corporation having its principal place
      of business at 10880 Wilshire Blvd. Suite 950 Los Angeles, CA 90024 and Bennet
      P. Tchaikovsky, an individual (hereinafter “Consultant”). 

    


    
      	 	
              1.

            	
              Independent
                Contractor Relationship:
                The INCARD and Consultant desire to enter into an independent contractor
                relationship as set forth in this Agreement. It is the intent and
                purpose
                of this Agreement that Consultant shall at all times be an independent
                contractor of INCARD and nothing contained herein shall be construed
                to
                create or establish the relationship of employer and employee, principal
                and agent, joint venturer, or partner between the INCARD and Consultant.
                Both parties acknowledge that Consultant is not an employee of Company
                for
                state or federal tax purposes. Consultant is an independent contractor
                and
                therefore shall be liable for any state and federal payroll taxes
                in
                connection with this agreement. Consultant shall have no authority
                to
                assume or create any obligation or liability in the name of, or on
                behalf
                of, INCARD or subject INCARD to any obligation or liability.
                

            


    

    


    
      	 	
              2.

            	
              Consultant’s
                Representations and Warrantees.
                Consultant acknowledges and agrees that as an independent, separate
                business, Consultant is solely responsible for whatever profit or
                loss
                Consultant may incur through performance of this agreement. Consultant
                represents that he has the qualifications and ability to perform
                the
                services sought in a professional manner, without the advice, control,
                or
                supervision of INCARD. Consultant shall be solely responsible for
                the
                professional performance of the services as set forth in Sections
                4 and 5
                below. Consultant further acknowledges and agrees that he shall have
                no
                authority to bind INCARD contractually or otherwise in any manner.
                In
                executing this Agreement, Consultant specifically acknowledges that
                he has
                consulted or had a reasonable opportunity to consult with counsel
                of his
                own choice and that he has executed this Agreement after independent
                investigation and without fraud, duress, coercion or undue influence.
                Consultant represents that Consultant is free of any Federal. State
                or
                Local restrictions on the performance of services contemplated; and
                Consultant warrants that he is not prohibited from performing services
                for
                INCARD for any other reason. Furthermore, Consultant represents that
                he
                has no other existing conflict of interest in entering into this
                agreement
                or in providing any of the services
                contemplated.

            


    

    


    
      	 	
              3.

            	
              Term:
                The term of this consulting agreement shall commence on October29,
                2007
                and end on June 29, 2008. In the event either party wishes to terminate
                the agreement prior to the end of the term, they may do so under
                Section
                7.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.

            	
              Consulting
                Services:
                Consultant agrees to provide the following services (the
                “Services”):

            


    

    


    
      	 	
              a.

            	
              Accounting
                and business consulting services on an as needed basis for INCARD.
                However, Consultant is not performing such services in his capacity
                as a
                Certified Public Accountant or as an attorney. INCARD shall retain
                its own
                counsel and outside Certified Public Accounting firm to review
                Consultant’s work. 

            


    

    
      	 	
              b.

            	
              Consultant’s
                primary task shall be to assist with the preparation and filing of
                INCARD’s September 30, 2007 10-QSB and to assist INCARD’s subsequently
                appointed Chief Financial Officer (“CFO”) with any other items related to
                the CFO transitioning into his new position. After January 1, 2008,
                Consultant will make himself available to answer questions on a limited
                basis of no more than one hour per month for the remainder of the
                term.
                

            


    

    


    
      	 	
              5.

            	
              Scope
                and Rules Governing Provision of Services:
                Consultant’s provision of the Services shall be defined and governed as
                follows:

            


    

    


    
      	 	
              a.

            	
              Consultant
                shall perform all services hereunder in a commercially reasonable
                manner
                and to the best of his ability. However, Consultant shall have no
                liability to INCARD for any loss, liability, cost or expense suffered
                or
                incurred by INCARD as a result of any act or omission by Consultant,
                except such as arise from the gross negligence or willful misconduct
                of
                Consultant. 

            


    

    
      	 	
              b.

            	
              Consultant
                agrees that all research records, diagrams/drawings, photos/film,
                documents, technical data, formulae, processes, software, methods
                of
                manufacture, inventions and improvements and like, all list of customers,
                records of customer requirements and usage, and other information
                concerning the business of INCARD or its affiliates, whether prepared
                by
                Consultant, or coming into his possession in the course of his duties
                under this Agreement (all of the forgoing hereinafter referred to
                as
                “data”), are considered INCARD property (the “Proprietary Information”).
                Proprietary Information also includes, but is not limited to, specific
                customer requirements, customer and potential customer lists, including
                information concerning INCARD’s employees, agents or divisions, and
                pricing information.

            


    

    
      	 	
              c.

            	
              Consultant
                will maintain in confidence and will not, directly or indirectly,
                disclose
                or use, either during or after the term of this Agreement, any Proprietary
                Information or confidential information or know-how belonging to
                INCARD,
                whether or not it is in written or permanent form, except to the
                extent
                necessary to perform the Services. Upon termination of Consultant’s
                services to INCARD, or at the request of INCARD before termination,
                Consultant shall deliver to INCARD all material in Consultant’s possession
                relating to INCARD’s business, including, but not limited to, any and all
                copies of any materials given to the Consultant by INCARD or generated
                by
                Consultant. The obligations concerning Proprietary Information extend
                to
                information belonging to customers and suppliers of INCARD about
                whom
                Consultant may have gained knowledge as a result of performing the
                Services. 

            


    

    
      	 	
              d.

            	
              Consultant
                further acknowledges and agrees that any material or work product
                created
                or developed by Consultant pursuant to this Agreement in connection
                with
                the Services and all the elements thereof furnished by INCARD hereunder
                will be created within the scope of Consultant’s engagement by INCARD and,
                accordingly, the parties expressly agree that, immediately upon creation
                thereof, said materials and work are, and shall be, considered INCARD’s
                sole and exclusive property for purposes of intellectual property
                rights
                and that INCARD is, and shall be considered, the author of said materials
                and work product for all purposes. If, for any reason, it should
                be
                determined that such materials and work product are not work made
                for
                hire, then this Agreement shall be deemed an assignment by Consultant
                to
                INCARD of all such rights.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              6.

            	
              Compensation
                to Consultant:
                In exchange for Services, INCARD agrees to pay Consultant as
                follows:

            


    

    


    
      	
              Invoice
                Date

            	 	
              Base
                Fee

            	 	
              Medical Reimbursement

            	 	
              Cellphone

            	 
	
              October
                29, 2007

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	
              NTE
                $400.00

            	 
	
              November
                29, 2007

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	
              NTE
                $400.00

            	 
	
              December
                29, 2007

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	
              NTE
                $400.00

            	 
	
              January
                29, 2008

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	 	 
	
              February
                29, 2008

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	 	 
	
              March
                29, 2008

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	 	 
	
              April
                29, 2008

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	 	 
	
              May
                29, 2008

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	 	 
	
              June
                29, 2008

            	 	
              $

            	
              10,833

            	 	
              $

            	
              1,437

            	 	 	 	 
	
              Totals

            	 	
              $

            	
              97,497

            	 	
              $

            	
              12,933

            	 	 	
              NTE
                $1,200

            	 


    

    


    NTE-
      not to exceed

    


    
      	 	
              (a)

            	
              Consultant,
                at the beginning of each period, shall provide INCARD with and invoice
                for
                the base fee, medical reimbursement and cellphone costs (where
                appropriate) for the coming period. Consultant will be paid upon
                five (5)
                business days upon presentation of such invoice.
                

            


    

    
      	 	
              (b)

            	
              Consultant
                shall be entitled to reimbursement for reasonable expenses while
                Consultant performs services provided that Consultant obtains a Purchase
                Order prior to incurring the expenditure that is approved by an officer
                of
                INCARD.

            


    

    
      	 	
              (c)
                

            	
              Consultant
                will not be entitled to any other compensation or expense reimbursement
                unless approved in advance and with a valid Purchase
                Order.

            


    

     

     

    
      	
            	
              7.

            	
              Termination
                Prior to End of Term.
                This Agreement shall automatically terminate on June 29, 2008. In
                the
                event that Consultant becomes a full-time employee of any company,
                corporation, limited liability company or other business entity prior
                to
                the end of the term, Consultant or INCARD may terminate this Agreement
                without cause. Upon transmission of written notice of termination
                by
                either Party, any obligation to pay compensation by INCARD or to
                provide
                services by Consultant shall cease immediately. Consultant shall
                be
                required to transmit written notice to INCARD immediately upon learning
                he
                has obtained full time employment with another party via facsimile
                and
                first class mail (“Employment Notification”). In the event Consultant
                fails to provide timely Employment Notification, Consultant shall
                be
                required to return all amounts paid by INCARD for any period after
                Consultant commenced such full time employment along with additional
                liquidated damages of $2,500 for each week that passes from the start
                date
                of employment and the transmission of the Employment Notification.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              8.

            	
              Miscellaneous:
                This Agreement contains the entire understanding of the parties with
                respect to the subject matter hereof and neither party has relied
                upon any
                representation, warranty or promise not contained herein.
                

            


    

    
      	 	
              a.

            	
              No
                failure by either party to insist upon the strict performance of
                any term
                or provision of this Agreement shall constitute a waiver thereof
                on that
                or any subsequent occasion. 

            


    

    
      	 	
              b.

            	
              This
                Agreement may be amended, and any term or provision hereof may be
                waived,
                only in a writing signed by the party charged with such amendment
                or
                waiver. 

            


    

    
      	 	
              c.

            	
              In
                the event of any litigation between the parties with respect to this
                Agreement or the performance of either party hereunder, the prevailing
                party shall be entitled to recover, in addition to any other relief
                awarded by the court, its reasonable attorneys’ fees and other costs of
                preparing for and participating in the litigation.
                

            


    

    
      	 	
              d.

            	
              This
                agreement shall be governed and construed by the laws of the State
                of
                California. Consultant agrees that any litigation initiated by Consultant
                relating in any manner to this Agreement shall be conducted in Los
                Angeles, California. 

            


    

    
      	 	
              e.

            	
              If
                any term, provision, condition or covenant to this Agreement or its
                application to any party or circumstance shall be held, to any extent,
                invalid or unenforceable, then the remainder of this Agreement, or
                the
                application of such term, provision, condition or covenant to any
                party or
                circumstances other than those as to whom or which it is held invalid
                or
                unenforceable, shall not be effected and shall be valid and enforceable
                to
                the fullest extent permitted by law.


            


    

    
      	 	
              f.

            	
              Each
                of the covenants, agreements, representations, and warranties contained
                in
                this Agreement shall survive the execution of this
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF, the undersigned has executed the Agreement effective this
      October 29, 2007.

     

    
      	
              Innovative
                Card Technologies, Inc.

            	Bennet
              P. Tchaikovsky
	 	 
	 	 
	
              /s/
                Steve Delcarson

            	 	
              /s/
                Bennet P. Tchaikovsky

            	 
	
              Steve
                Delcarson, CEO

            	
              Bennet
                P. Tchaikovsky