[CONFIDENTIAL TREATMENT
                         REQUESTED. CERTAIN PORTIONS OF
                            THIS AGREEMENT HAVE BEEN
                         REDACTED AND FILED SEPARATELY
                              WITH THE COMMISSION]


SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


                                    AGREEMENT

This Agreement is entered into as of the 25 day of July 2005 by and between
SmartDisplayer Technology, Co., Ltd., having a place of business at 20th
Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221Taipei county, Taiwan
(hereinafter referred to as "SD") and Innovative Card Technologies, Inc., having
a place of business at 11601 Wilshire Blvd Suite 2150, Los Angeles, California
90025 (hereinafter referred to as "InCard").

WITNESSETH

WHEREAS, SD has developed and manufactured custom Electronic Paper Module
(hereinafter referred to as "EPM") that consists of electronic paper and
own-designed ASIC SD120 on flex print circuit. (See Appendix A EPM brochure and
Appendix B SD120 brief specification datasheet)

WHEREAS, InCard has an agreement with Visa to be the exclusive supplier of
powered cards for Visa payment card applications and desires to purchase SD's
EPM to develop and manufacture its DisplayCard powered by an embedded battery.
(See Appendix C Visa's letter to InCard and Appendix D InCard's Powered Card
brochure)

NOW, THEREFORE, in consideration of these premises, and the mutual promises,
covenants, agreements, terms and conditions set forth in the Agreement, the
parties agree to the following:

1.    In consideration of becoming the exclusive worldwide supplier to InCard of
      displays for powered cards, SD agrees to the following:


                                      1/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


1.1   The term "Exclusive Field" is understood to mean powered payment (credit,
      debit and gift) cards and other powered cards issued for authentication,
      validation or identification purposes that are issued under the auspices
      of or endorsed by Visa, MasterCard, JCB, American Express, Europay, Carte
      Blanche and Diners Club. The Exclusive Field shall also include any device
      that is capable of mimicking or emulating any of the foregoing or that
      stores information from any of the foregoing for use in conducting a
      transaction.

1.2   SD commits that InCard is the only party to whom it will sell EPM for use
      in the Exclusive Field for the valid duration of this Agreement, provided
      that InCard adheres to the projected minimum purchase quantities stated in
      2.3 or such lesser quantities as may be dictated by SD's production
      capacity. InCard agrees to not sell SD's products for use in non Exclusive
      Field without SD's permission.

1.3   SD commits to the following minimum production capacity of EPM suitable
      for InCard's applications for the indicated periods. The minimum
      production capacity of each month in the first contract year (defined
      below) shall be *** (***) pieces. The minimum production capacity of each
      month in the second contract year shall be *** (***) pieces. The minimum
      production capacity of each month in the third contract year shall be ***
      (***) pieces.

1.4   SD commits to offer EPM suitable for InCard's applications at the
      following prices based on the specifications in Appendices A and B or such
      other specifications as the parties mutually agree to. A custom EPM per
      InCard's required specification shall be re-priced by mutual agreement.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
PERIOD                      first contract year     second contract year       third contract year
-------------------------------------------------------------------------------------------------------
                           quantity  price(USD)   quantity     price(USD)    quantity    price(USD)
-------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>         <C>           <C>          <C>          <C>
minimum quantity of the      ***          ***       ***            ***         ***           ***
first order in the period
-------------------------------------------------------------------------------------------------------
accumulated quantity in      ***          ***       ***            ***         ***           ***
the period
-------------------------------------------------------------------------------------------------------
accumulated quantity in      ***          ***       ***            ***         ***           ***
the period
-------------------------------------------------------------------------------------------------------
accumulated quantity in      ***          ***       ***            ***         ***           ***
the period
-------------------------------------------------------------------------------------------------------
</TABLE>

***Confidential Treatment Requested
                                      2/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


      Subject to the prices of each accumulated quantity in period, SD will
      refund the payment which was over-paid by InCard. For example, in the
      first contract year, InCard had purchased *** from SD and is going to
      purchase the other *** then InCard just pay SD *** USD (***). Next time,
      InCard want to purchase the other *** then InCard has to pay SD *** USD
      (***).

1.5   SD commits 60 days from the day of down payment received to exert all
      reasonable efforts to expand the production capacity if InCard needs more
      quantity than the projected quantities stated in 2.3

2.    In consideration of receiving exclusive worldwide rights to use EPM in the
      Exclusive Field, InCard agrees to the following:

2.1   InCard commits that SD is InCard's exclusive supplier of displays for
      Powered Cards in the Exclusive Field for the valid term of this Agreement
      following the Commitment Date (defined below), provided that InCard
      remains SD's exclusive customer in the Exclusive Field. For so long as SD
      is InCard's exclusive supplier, InCard commits to not purchase displays
      from another supplier unless the Quality of such other supplier's product
      is the same as or better than the Quality of SD's product and the price is
      at least *** less than SD's for a display with the same size and same
      number of digits. The "Quality" requirements are: (1) ***; (2) ***; (3)
      ***; (4) ***; and (5) ***.

2.2   InCard commits to place monthly purchase orders to SD. The first purchase
      order for the first contact year shall be placed by InCard within sixty
      (60) days following SD's delivery of a production sample of the EPM
      (including display, driver, power pump, etc., but not including InCard's
      firmware) in compliance with the specifications set forth in Appendices A
      and B as verified by InCard's acceptance testing (the date of InCard's
      first purchase order shall be the "Commitment Date" of this Agreement).
      The first "contract year" shall begin on the Commitment Date and end one
      year thereafter. Subsequent contract years shall run consecutively for
      periods of twelve months. The first purchase order for the second contract
      year should be placed 30 days prior to the starting day of the second
      contract year. The first purchase order for the third contract year should
      be placed 30 days prior to the starting day of the third contract year.

***Confidential Treatment Requested.

                                      3/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


2.3   InCard projects the following minimum purchase quantities for the
      indicated periods. The minimum quantity in the first contract year shall
      be *** (***) pieces. The minimum quantity in the second contract year
      shall be *** (***) pieces. The minimum quantity in the third contract year
      shall be *** (***) pieces.

2.4   Each party allows the other to change the price if the exchange rate of
      USD and NTD changes more than 2% relative to the price in original
      purchase order and letter of credit.

2.5   InCard commits SD has the ***.

3.    Purchase Order

3.1   InCard will provide to SD the forecast of monthly shipment quantity for
      the following six (6) months.

3.2   InCard will issue to SD non-cancelable monthly purchase orders, subject to
      SD's written acceptance, in accordance with the stipulated forecast
      mechanism. SD shall notify InCard of acceptance of a Purchase Order in
      writing or in any other manner mutually agreed upon separately within five
      (5) business days after the date of SD's receipt of said purchase order.
      In the event SD fails to notify InCard, such Purchase Order shall be
      deemed to be accepted by SD as of the expiration of said five (5) business
      days.

***Confidential Treatment Requested.

                                      4/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


4.    Shipment

      SD shall deliver the EPMs to InCard on the scheduled delivery date
      provided in the purchase orders for the shipment to the destination
      designated by InCard in the Purchase Order. SD shall promptly replace the
      EPMs with defect.

5.    Warranty and Indemnification

5.1   SD agrees to defend, at its expense, any suit or proceeding brought
      against InCard by anyone submitting a claim alleging infringement of a
      patent or any other intellectual property resulting from use of SD's
      products.

5.2   SD represents and warrants that during twenty-four (24) months following
      the shipment and acceptance by InCard, each SD product shall be free from
      defects in material and workmanship and shall conform to the agreed
      specifications and all standards and other quality requirements set forth
      herein and any accepted purchase order, or other descriptions furnished or
      adopted by InCard and agreed to by SD, so long as the SD's products have
      been stored in normal conditions for storage of theSD's products and the
      defect is not a result of any improper use, undue treatment or wear and
      tear or InCard's or its subcontractor's manufacturing process. Such
      warranty by SD shall run only to the benefit of InCard, and the entire
      warranty claim made by InCard's customers shall be passed by InCard onto
      SD in accordance with this Section. If, during the above-mentioned
      warranty period, any SD product is found to be defective: (i) InCard shall
      notify SD, in writing, with a description of the alleged defects promptly
      upon discovery of any non-conformance in the SD products; (ii) InCard
      shall, based on SD's request, offer SD the opportunity to inspect, under
      confidentiality's obligations, the allegedly non-conforming SD products;
      (iii) upon SD authorization, InCard shall return such SD products, freight
      prepaid, to SD factory, and, (iv) provided SD's examination of such SD
      products confirms that such SD products do not conform with the agreed
      specification, and provided further that such non-conformance is not
      caused by accident, abuse, misuse, negligence, improper installation or
      packaging, improper testing or alteration by InCard, InCard's
      representative or agent or any third party not authorized by SD, then SD
      will, at its option, either replace, or credit InCard for such
      non-conforming SD products. This Section 5.2 shall in no event extend the
      warranty period for any SD products replaced hereunder beyond the original
      warranty period.


                                      5/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


6.    Term and Termination

6.1   This Agreement shall become effective upon execution and continue in full
      force and effect until the end of the third contract year, unless
      terminated earlier in accordance with Section 6.2. The renewal of this
      Agreement will be subject to the mutual written agreement of the parties.
      InCard shall have the right to terminate this Agreement upon written
      notice to SD if the Commitment Date is not observed by September 30, 2005.

6.2   Either party may immediately terminate this Agreement at any time for
      cause in the event of any incurable material breach of this Agreement by
      the other party or in the event the other party files (or has filed or has
      filed against it) any bankruptcy, insolvency, or receivership proceeding.
      If a material breach of this Agreement can be cured, then the
      non-breaching party shall provide the breaching party with written notice
      of the material breach specifying the conditions constituting the breach
      and the corrective action, which must be undertaken to cure such breach.
      If the material breach is not cured within 90 days of the written notice
      thereof, then this Agreement shall terminate as set forth in the written
      notice of material breach. If the material breach is not cured within 30
      days of the written notice thereof, then this Agreement shall terminate.

7.    Confidentiality/Non-Disclosure Agreement


                                      6/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


7.1   In the course of doing business under this agreement, one party may
      furnish to the other party data, designs, drawings, tracings, layouts,
      specifications, samples, equipment, pricing, costs, yield information and
      other written information which may be confidential and proprietary to the
      furnishing party, and which is clearly marked as "Confidential" or
      "Proprietary" (hereinafter referred to as "Confidential Information").
      Both parties agree to restrict the dissemination of Confidential
      Information to only those employees, individual contractors and advisors
      who must be directly involved in using the Confidential Information in the
      performance of their respective duties hereunder. Each of the parties may
      disclose Confidential Information of the other on a "need to know" basis
      to vendors and other third parties engaged in manufacturing activities
      related to the parties' respective products, provided that such vendors
      and other third parties have a written obligation to protect the
      Confidential Information in substantially the same manner as provided
      herein and provided that the party making such a disclosure gives written
      notice to the other party identifying each such vendor and other third
      party. Both parties agree to not release details of this Agreement or to
      disclose Confidential Information to any party other than those authorized
      above without the written approval of the other party. The receiving party
      shall promptly notify the furnishing party in writing of any unauthorized
      use or disclosure of any Confidential Information.

7.2   Neither party shall have an obligation to preserve the confidential or
      proprietary nature of any Confidential Information received by such party
      hereunder which (i) was already known to the receiving party free of any
      obligation to keep it confidential at the time of its disclosure by the
      furnishing party as evidenced, for example, by written records prepared
      prior to such disclosure; (ii) is or becomes publicly known through no
      wrongful act of the receiving party; (iii) is rightfully received from a
      third person having no direct or indirect secrecy or confidentiality
      obligation with respect to such Confidential Information; (iv) is
      independently developed by an employee, agent or contractor of the
      receiving party; (v) is disclosed to a third person by the furnishing
      party without similar restrictions on such third person's rights; (vi) is
      approved for release by written authorization of the furnishing party; or
      (vii) is disclosed by the receiving party pursuant to a valid order of a
      court or other governmental body or any political subdivisions thereof;
      provided, however, that the receiving party shall first have given
      reasonable notice to the furnishing party and shall comply with any
      applicable protective order or equivalent.


                                      7/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


8.    Terms of Payment:

8.1   SD will submit invoices to InCard referencing the necessary information to
      match line items from the purchase orders. Receipts will either be
      registered by direct shipment or by drop shipment. In the case of drop
      shipment, the contractor or third party receiving the goods will pass to
      InCard formal receiving documentation indicating the date of receipt and
      the quantity of each receipt for each line item on the InCard Purchase
      Order.

8.2   Payment by InCard to SD shall be made by letter of credit subject to
      monthly purchase order with 20% down payment within 7 days after purchase
      order confirmed by SD and the remainder of monthly delivery to be paid
      within 7 days after InCard's inspection in SD's factory and before
      shipping subject to SD's invoice.

9.    General Provisions

9.1   Force Majeure. No Party shall be considered in default of performance of
      its obligations (exclusive of either Party's obligation of payment) under
      this Agreement to the extent that its performance is delayed or prevented
      by causes beyond its reasonable control, including, acts of God, civil
      disorders, acts of any civil or military authority, or judicial action.

9.2   Severability. Should any provision of this Agreement be held to be
      invalid, illegal or incapable of being enforced by reason of any rule or
      regulation of law, or public policy of any government, or agency of
      government, all other conditions and provisions of this Agreement shall,
      nevertheless, remain in full force and effect; and no covenant, condition
      or provision shall be deemed dependent upon any other covenant, condition
      or provision unless so expressed herein. The parties agree to substitute
      for any invalid, illegal or unenforceable provision a valid, lawful and
      enforceable provision that effectuates, to the fullest extent possible,
      the legal and commercial objectives of the invalid, illegal or
      unenforceable provision.


                                      8/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


9.3   Non-Waiver. A failure of either party to exercise any right given to it
      hereunder, or to insist upon strict compliance by the other party of any
      obligation hereunder, shall not constitute a waiver of the first party's
      right to exercise such a right, or to exact compliance with the terms
      hereof. Moreover, waiver by either party of a particular default by the
      other party shall not be deemed a continuing waiver so as to impair the
      aggrieved party's rights in respect to any subsequent default of the same
      or a different nature.

9.4   Relationship of the Parties. SD and InCard are each independent
      contractors. Each party shall be solely responsible for determining its
      manner of performance of its obligations under this Agreement. Neither
      party shall be, nor represent itself to be, the partner, joint venturer,
      broker, employee, servant, agent, or legal representative of the other
      party for any purpose whatsoever. Neither party is granted any right or
      authority to assume or create any obligations or responsibility, express
      or implied, on behalf of or in the name of the other party or to bind the
      other party in any matter or thing whatsoever.

9.5   Assignments. Neither Party may assign or delegate this Agreement or any of
      its rights, privileges or obligations, tasks or activities hereunder
      without the prior written consent of the other Party, which consent shall
      not be unreasonably withheld. Any such attempted assignment or delegation
      in violation of the foregoing shall be null and void.

9.6   Applicable Law. The substantive law applicable to this Agreement and
      Annexes shall be the laws in force in the State of California, USA,
      without regard to its conflict-of-laws rules.

9.7   Resolution of Dispute. The Parties shall discuss and negotiate in good
      faith any dispute arising from or in connection with this Agreement. If no
      settlement can be reached through such discussions and negotiations, the
      Parties agree that the dispute shall be resolved exclusively and finally
      by binding arbitration to be held in Los Angeles, California, or in such
      other city as the parties mutually agree upon. Disputes in which
      injunctive relief is sought are expressly excluded from the foregoing
      provision. Any controversy concerning whether a dispute is an arbitrable
      dispute shall be determined by the arbitrator(s). In any arbitration
      hereunder, the parties shall be entitled to conduct discovery to the
      fullest extent permitted by law. The parties intend their foregoing
      agreement to arbitrate disputes arising hereunder to be valid, enforceable
      and irrevocable.


                                      9/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


9.8   Attorney's Fees to Prevailing Party. In the event of any arbitration or
      court action conducted hereunder, the prevailing party shall be entitled
      to recover from the losing party all fees and expenses incurred by the
      prevailing party in connection with the arbitration or court action,
      including reasonable attorney's fees. In the case of arbitration, the
      arbitrator(s) shall determine which party is the prevailing party.

9.9   Notices. All notices required or permitted to be given hereunder shall be
      in writing, shall make reference to this Agreement, and shall be delivered
      by hand, or dispatched by prepaid air courier or by registered or
      certified airmail, postage prepaid, addressed as follows:

         InCard
         Attn: Alan Finkelstein/CEO
         11601 Wilshire Blvd Suite 2150, Los Angeles, California 90025

         SD
         Attn: George Ou/CEO
         20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih,
         221Taipei county, Taiwan

      Such notices shall be deemed served when received by addressee or, if
      delivery is not accomplished by reason of some fault of the addressee,
      when tendered for delivery. Either Party may give written notice of a
      change of address and, after notice of such change has been received, any
      notice or request shall thereafter be given to such Party at such changed
      address.

9.10  Survival. All obligations contemplated to be performed, whether as a whole
      or in part, after termination or expiration of this Agreement, shall
      survive the termination or expiration of this Agreement regardless of the
      basis for such termination.

9.11  Headings. The headings herein are inserted for convenience only and shall
      in no way be construed as part of this Agreement, considered in the
      interpretation of this Agreement, or as a limitation of the scope of the
      particular sections to which they refer.


                                     10/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


9.12  Counterparts. This Agreement may be executed in several counterparts, each
      of which shall be deemed to be an original, but all of which shall
      constitute one and the same instrument.

9.13  Expenses. Each Party shall bear its own expenses and professional fees in
      the preparation, negotiation and execution of this Agreement.


                                     11/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


In Witness Whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.


SmartDisplayer Technology Co., Ltd.

By: /s/ George Ou
    --------------------------------
    George Ou as its CEO


Innovative Card Technologies, Inc.

By: /s/ Alan Finkelstein
    --------------------------------
    Alan Finkelstein as its CEO


                                     12/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


                                     13/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


                                     14/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.



Remark: The ROM needs to be re-mask for specific appliication program
(Engineering charge is necessary for re-mask)

                                       ***
                                      ***

 1.  ***
     ***
 2.  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***
      ->  ***

***Confidential Treatment Requested.


                                     15/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


      ->  ***
      ->  ***
      ->  ***
 3. ***

***Confidential Treatment Requested.

                                     16/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.

                                       ***


***Confidential Treatment Requested.

                                     17/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


4. ***

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                 ***                         ***                                  ***
............................................................................................................................
<S>                                          <C>       <C>
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
                 ***                         ***                                  ***
............................................................................................................................
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</TABLE>

***Confidential Treatment Requested.

                                     18/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


5. ***

                                       ***

***Confidential Treatment Requested.

                                     19/21
<PAGE>

SmartDisplayer(TM)                                     www.smartdisplayer.com.tw
A PC-like Smart Card                         SmartDisplayer Technology Co., Ltd.
                                       TEL: +886-2-86982008 FAX: +886-2-86982028
20th Floor-8, No. 77, Sec. 1, Hsin-Tai-Wu Rd., Hsi-Chih, 221 Taipei county,
Taiwan.


Appendix C                 ***

[VISA LETTERHEAD]

August 9, 2004

Alan Finkelstein
CEO, InCard Technologies
11601 Wilshire Blvd Suite 2150
Los Angeles, California 90025

Dear Alan:

This letter serves to provide an overview of the relationship and agreement
between Visa International and Innovative Card Technologies (InCard). The
Strategic Alliance Agreement signed in May 2004 is binding on InCard and Visa
through its term date of 30, April 2007 with option of Protected Right of First
Negotiations as to renewal of the Agreement. The territory of this Agreement is
Worldwide.

Sales and Marketing: Visa International will prepare a comprehensive sales and
marketing kit to promote InCard products worldwide, specifically those products
that utilize your patents, pending patent applications, patent licenses and/or
manufacturing processes to include a battery. These products may include, but
are not limited to, ISO standard cards with lights, sound and/or display
capabilities. This kit will be developed with your input and may include items
such as:

      -     Sample cards
      -     Member bank-ready brochures demonstrating potential applications
      -     Fact Sheet - Q&A on operating processes, security, standards, etc.
      -     Card manufacturing price list, including manufacturing availability
            dates
      -     Consumer research results -InCard company information and contacts
      -     Visa endorsement

Regional Offices: Recipients of this kit will include card and product experts
in Visa's six regional offices (US, Canada, Latin America Caribbean, European
Union, Central Europe/Middle East/Africa, and Asia Pacific). Subject to the
agreement of each particular region, InCard will have the option of working with
Visa Regional offices directly on development of the marketing program, and Visa
will provide InCard with contact information for each of the target Regional
offices. These experts have identified a variety of opportunities to present and
discuss your concepts with Member banks in their regions. Some of these
opportunities include:

      -     One-on-one meetings with top Member bank candidates
      -     Advisor meetings held quarterly
      -     Road shows as scheduled
      -     Meetings with Visa's country-level management
      -     Trade shows as appropriate
      -     Member bank communications such as newsletters, websites, etc.

                                     20/21
<PAGE>

Our intention is to develop the kit as quickly as possible. Our regional offices
have asked for 3-4 months to be able to cover their territories and solicit
interest on your behalf. During that time, and in exchange for the above sales
and marketing efforts by Visa on behalf of your company, InCard agrees to
continue its exclusive distribution period with Visa with regard to all the
above InCard products and concepts.

Press announcements: Visa International will prepare and issue a joint press
release with your approval, stating our intention to explore possibilities
together.

Technical development: Visa International has other partnerships that we feel
would present some interesting business opportunities for you. We will make
appropriate introductions to InCard in connection with powered card or other
agreed-upon technologies. Any technology resulting from work undertaken by
InCard in cooperation with a partner introduced by Visa shall be owned by InCard
and/or such partner as they may determine. Visa will also refer new technology
solution developers to InCard for evaluation.

Visa International is excited about the Strategic Alliance Agreement with InCard
and is looking forward to working with and promoting Visa exclusive InCard
products Worldwide.

Sincerely,


Deborah Arnold
Vice President
Global Consumer Products

VISA INTERNATIONAL
Post Office Box 8999
San Francisco. CA 94128-8999
U.S.A.
Phone 650 432 3200




                                     20/21