Exhibit 14.0

                      INNOVATIVE CARD TECHNOLOGIES, INC.
                     Code of Business Conduct and Ethics
                            Adopted March 8, 2006
                                 INTRODUCTION

      Ethical business conduct is critical to our business and the
responsibility of all of us. This Code of Business Conduct and Ethics (the
"Code") has been developed as a guide to our legal and ethical responsibilities.
This Code of Business Conduct and Ethics is designed to deter wrongdoing and to
promote:

      o     honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships.

      o     full, fair, accurate, timely and understandable disclosure in
            reports and documents we file with or submit to the U.S. Securities
            and Exchange Commission (the "SEC") and in our other public
            communications;

      o     compliance with applicable laws, rules and regulations;

      o     the prompt internal reporting of violations of this Code; and o
            accountability for adherence to this Code.

      This Code applies to all directors, officers and employees of Innovative
Card Technologies, Inc., its subsidiaries and any subsidiaries it may form in
the future (collectively, "InCard" or the "Company").

      This Code should help guide your conduct in the course of our business.
Many of the principles described in this Code, however, are general in nature,
and the Code does not cover every situation that may arise. Use common sense and
good judgment in applying this Code. If you have any questions about the Code,
or are unsure about whether an action or inaction that you intend to take is
permitted under the Code, please contact our Chief Financial Officer.

      We are committed to continuously reviewing and updating our policies and
procedures. We therefore, reserve the right to amend, alter or terminate this
Code at any time and for any reason, subject to applicable law. This Code is not
the exclusive source of guidance and information regarding the conduct of our
business. You should consult applicable policies and procedures for more
specific instruction, including but not limited to our Employee Handbook, and
your employment agreements, if any. Although reference is made herein to such
policies and procedures of the Company, including our Employee Handbook (the
"Handbook"), these references only are meant to provide more detailed
information and do not serve to incorporate such policies and procedures into
this Code.


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      Part of your job and ethical responsibility is to help enforce this Code.
You should be alert to possible violations and report possible violations to our
Chief Financial Officer pursuant to the "Whistleblower Process" described below.

      Violations of law, this Code or other Company policies or procedures can
lead to disciplinary action up to and including employment termination.

                                BASIC PRINCIPLES

Compliance with Government and Industry Regulation

      You must comply with all applicable federal, state and local laws,
regulations, rules and regulatory orders applicable to our business. Each
employee, director, agent, contractor and consultant must acquire appropriate
knowledge of the requirements of his or her locale relating to his or her duties
sufficient to enable him or her to recognize potential dangers and to know when
to seek advice from our Legal Department. Violations of laws, regulations, rules
and orders may subject the employee, director, agent, contractor or consultant
to individual criminal or civil liability, as well as to discipline by InCard.
These violations may also subject InCard to civil or criminal liability and/or
the loss of business.

Insider Trading

      If you have material non-public information relating to InCard, it is our
policy that neither you (nor any of your relatives) may buy or sell any InCard
securities or engage in any other action to take advantage of, or pass on to
others, that information. This policy also applies to information relating to
any other company, including our partners, competitors, affiliates, customers or
companies affiliated with our customers, obtained in the course of your
employment or service with us. For additional information, you should consult
our Insider Trading Policy. Questions regarding insider trading should be
addressed to our Chief Financial Officer.


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Prohibition Against Short Selling of Company Stock

      No InCard director, officer or other employee, agent, contractor or
consultant may, directly or indirectly, sell any InCard equity security,
including derivatives, if he or she (1) does not own the security sold, or (2)
if he or she owns the security, does not deliver it against such sale (a "short
sale against the box") within twenty days thereafter, or does not within five
days after such sale deposit it in the mails or other usual channels of
transportation. Also, no InCard director, officer or other employee, agent,
contractor or consultant may engage in any other types of short sales. A short
sale, for these purposes, means any transaction whereby one may benefit from a
decline in the price of InCard stock. Such transactions would not only violate
this Code, but in many instances would also violate U.S. or local securities
laws.

Free and Fair Competition

      InCard is committed to obeying both the letter and spirit of laws designed
to encourage and protect free and fair competition, which generally address the
following areas: pricing practices (including price discrimination),
discounting, terms of sale, promotional allowances, product bundling,
termination, and many other practices.

      Competition laws also govern, usually quite strictly, relationships
between InCard and its competitors. As a general rule, contacts with competitors
should be limited and should always avoid subjects such as prices or other terms
and conditions of sale, customers and affiliates. Employees, directors, agents,
contractors or consultants may not knowingly make false or misleading statements
regarding InCard's competitors or the products of its competitors, customers or
suppliers. Participation with competitors in a trade association is acceptable
when the association has been properly established, has a legitimate purpose,
has limited its activities to that purpose and such participation has been
approved by a supervisor.

      You should never enter into an agreement or understanding, written or
oral, express or implied, with any competitor concerning prices, discounts,
other terms or conditions of sale, profits or profit margins, costs, rebates,
referrals, allocation of product or geographic markets, allocation of customers,
or boycotts of customers or suppliers, or even discuss or exchange information
on these subjects, except where such agreement is concerning the compensation
the Company will pay to, or receive from, a competitor with regard to the
purchase or sale of an individual powered card or LensCard. In some cases,
legitimate joint ventures with competitors may permit exceptions to these rules,
but our Chief Financial Officer must review all such proposed ventures in
advance. These prohibitions are absolute and strict observances are required.
Collusion among competitors is illegal, and the consequences of a violation are
severe.

      Although the spirit of these laws, known as "antitrust," or competition,"
or "consumer protection" or "unfair competition" laws, is straightforward, their
application to particular situations can be quite complex. To ensure that InCard
complies fully with these laws, each of us should have a basic knowledge of them
and should involve our Chief Financial Officer early on when questionable
situations arise.

Business Records

      Accuracy. InCard requires its employees to honestly and accurately record
and report financial and other business information in order to make responsible
business decision and full, fair, accurate, timely and understandable financial
and other disclosures to regulatory agencies and the public. InCard is legally
required to maintain an effective system of internal controls to ensure that
transactions are properly authorized, assets are safeguarded, financial records
are reliable and operations are conducted in accordance with directives of the
Board of Directors and management. All of our books, records, accounts and
financial statements must be maintained in reasonable detail, most appropriately
reflect InCard's transactions and must conform both to applicable legal
requirements and to our system of internal controls.

      To maintain the integrity of the accounting records, all entries in
InCard's book and records must be prepared carefully and honestly and must be
supported by adequate documentation to provide a complete, accurate, and
auditable record. All employees have a responsibility to ensure that their work
is fair and accurate. No false or misleading entry may be made for any reason,
and no employee may assist any other person in making a false or misleading
entry.

      Employees must timely communicate required information to our management
to enable decisions regarding disclosure. Public statements and filings
regarding our business and financial status must be true, accurate, complete,
and not misleading in all material respects. Business records and communications
often become public and all officers, directors and employees should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies.

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      Full disclosure reinforces responsibility and acts as a powerful deterrent
to wrongdoing. Therefore, undisclosed or unrecorded transactions are not allowed
for any purpose. Any employee having information or knowledge of any undisclosed
or unrecorded transaction or the falsification of records should report it
promptly as detailed under the heading 'Whistleblower Process".

      Maintaining and Managing Records. We are required by local, state,
federal, foreign and other applicable laws, rules and regulations to retain
certain records and to follow specific guidelines in managing our records.
Records include email, paper documents, CDs, computer hard disks, floppy disks,
and all other media. Civil and criminal penalties for failure to comply with
such guidelines can be severe for employees, directors, agents, contractors and
InCard, and failure to comply with such guidelines may subject the employee,
director, agent, contractor or consultant to disciplinary action, up to and
including termination of employment or business relationship at InCard's sole
discretion.

      A legal hold suspends all document destruction procedures in order to
preserve appropriate records under special circumstances, such as litigation or
government investigations. Our Legal Department, presently overseen by our Chief
Financial Officer, determines and identifies what types of company records or
documents are required to be placed under a legal hold. Every employee,
director, agent, contractor and consultant must comply with this policy. Failure
to comply with this policy may subject the employee, director, agent, contractor
or consultant to disciplinary action, up to and including termination of
employment or business relationship at InCard's sale discretion.

      Our Legal Department will notify you if a legal hold is placed on records
for which you are responsible. You then must preserve and protect the necessary
records in accordance with instructions from our Chief Financial Officer.
Records or supporting documents that have been placed under a legal hold must
not be destroyed, altered or modified under any circumstances. A legal hold
remains effective until it is officially released in writing by our Chief
Financial Officer. If you are unsure whether a document has been placed under a
legal hold, you should preserve and protect that document while you check with
our Legal Department. If you have any questions about this policy you should
contact our Legal Department.

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Confidential or Copyrighted Information

      InCard Confidential Information. InCard's confidential information is a
valuable asset. Our confidential information includes proprietary technology,
product designs, names and lists of customers and employees, business plans and
financial information. This information is the property of InCard and may be
protected by patent, trademark, copyright and trade secret laws. All
confidential information must be used for InCard business purposes only. Every
employee, director, agent, contractor and consultant must safeguard it.

      When you joined InCard, you signed and agreement to protect and hold
confidential InCard's proprietary information. This agreement remains in effect
for as long as you work for InCard and after you leave InCard. Under this
agreement, you may not disclose InCard's confidential information to anyone or
use it to benefit anyone other than InCard without the prior written consent of
an authorized InCard officer.

      To further InCard's business, from time to time, our confidential
information may be disclosed to potential business partners. However, such
disclosure should never be done without carefully considering its potential
benefits and risks. If you determine in consultation with your manager and other
appropriate management that disclosure of confidential information is necessary,
you must then contact our Chief Financial Officer to ensure that an appropriate
written nondisclosure agreement is signed prior to the disclosure. InCard has
standard nondisclosure agreements suitable for most disclosures. You must not
sign another company's nondisclosure agreement or accept changes to our standard
nondisclosure agreements without review and approval by our Chief Financial
Officer. Nondisclosure agreements may only be signed by an authorized InCard
employee. You are also responsible for properly labeling any and all
documentation shared with or correspondence sent to our Legal Department or
outside counsel as "Attorney-Client Privileged."

      Confidential Information of Others. You must take special care to handle
the confidential information of others responsibly. You should never accept
information offered by another company that is represented as confidential, or
which appears from the context or circumstances to be confidential, unless an
appropriate nondisclosure agreement has been signed with the party offering the
information. Our Chief Financial Officer can provide nondisclosure agreements to
fit any particular situation, and will coordinate appropriate execution of such
agreements on behalf of InCard. Even after a nondisclosure agreement is in
place, you should accept only the information necessary to accomplish the
purpose of receiving it. If more detailed or extensive confidential intonation
is offered and it is not necessary for your immediate purposes, it should be
refused.

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      Once another company's confidential informational has been disclosed to
us, we have an obligation to abide by the terms of the relevant nondisclosure
agreement and limit its use to the specific purpose for which it was disclosed
and to disseminate it only to other employees with a need to know the
information. Every employee, director, agent, contractor and consultant involved
in a potential business relationship with another company must understand and
strictly observe the restrictions on the use and handling of confidential
information. When in doubt, consult our Chief Financial Officer.

      You should never attempt to obtain a competitor's confidential information
by improper means, and you should especially never contact a competitor
regarding their confidential information. While we may interview and/or employ
former employees of competitors, we recognize and respect the obligations of
those employees not to use or disclose the confidential information of their
former employers, and you should refrain from seeking such information.

      You should never steal or unlawfully use the information, material,
products, intellectual property, or proprietary or confidential information of
third parties, including customers, business partners or competitors.

      Copyrighted Information. InCard subscribes to newsletters, reference
works, online reference services, magazines, books, and other digital and
printed works. InCard also licenses copyrighted computer software. Copyright law
generally protects these works, and their unauthorized copying and distribution
constitute copyright infringement. Unauthorized duplication of copyrighted works
violates the law and is contrary to our standards of conduct. You must first
obtain the consent of the copyright holder before copying these works or
significant parts of them. When in doubt about whether you may copy a
publication, consult our Chief Financial Officer.

Protection and Proper Use of InCard Assets

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      Computers and Other Equipment. To the extent that InCard has furnished you
with equipment, you must care for that equipment and use it responsibly only for
InCard business purposes. While computers and other electronic devices arc made
available to certain employees to assist them to perform their jobs, all
computers and electronic devices, whether used entirely or partially on InCard's
promises or with the aid of InCard's equipment or resources, must remain fully
accessible to InCard and, to the maximum extent permitted by law, will remain
the sole and exclusive property of InCard. Any loss, misuse or suspected theft
of computers or other equipment should be reported to a supervisor or the Chief
Financial Officer.

      You are expected to use electronic communication devices in a legal,
ethical and appropriate manner. You should not maintain any expectation of
privacy with respect to information transmitted over, received by, or stored in
any electronic communications device owned, leased, or operated in whole or in
part by or on behalf of InCard. To the extent permitted by applicable law,
InCard retains the right to gain access to any information received by,
transmitted by, or stored in any such electronic communications device, by and
through its employees, directors, agents, contractors, or representatives, at
any time, either with or without an employee's or third party's knowledge,
consent or approval.

      All software used by employees to conduct Company business must be
appropriately licensed. Never make or use illegal or unauthorized copies of any
software, whether in the office, at home, or on the road, since doing so may
constitute copyright infringement and may expose you and InCard to potential
civil and criminal liability. In addition, use of illegal or unauthorized copies
of software may subject the employee to disciplinary action, up to and including
termination.

      Company Funds and Employees. You are responsible for all InCard funds and
employees over which you exercise control. InCard funds must be used only for
Company business purposes and InCard employees must perform work only for
Company business purposes. You must take reasonable steps to ensure that InCard
receives good value for its funds spent, and must maintain accurate and timely
records of each and every expenditure. Expense reports must be accurate and
submitted in a timely manner. You must not use InCard funds or employees for any
personal or non-InCard purpose or, without the prior written approval of our
Chief Financial Officer and, if required, our Board of Directors, for political
campaigns or other political practices.

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Corporate Opportunities

Employees, officers and directors may not exploit for their own personal gain
opportunities that are discovered through the use of corporate property,
information or position unless the opportunity is disclosed fully in writing to
our Board of Directors and the Board of Directors declines to pursue such
opportunity.

Conflicts of Interest

      Each of us has a responsibility to InCard, its stockholders and each
other. Although this duty does not prevent us from engaging in personal
transactions and investments, it does demand that we avoid situations where a
conflict of interest might occur or appear to occur. InCard is subject to
scrutiny from many different individuals and organizations. We should always
strive to avoid even the appearance of impropriety.

      Two factors that will be considered when determining whether a conflict of
interest exists are: (1) whether the employee or director is or could be in a
position to influence InCard's relationship with the competitor, partner,
affiliate, or customer; and (2) whether the judgment of the employee or director
could be affected, or could appear to be affected, as it relates to the
competitor, partner, affiliate, or customer because of the significance of the
personal interest of the employee or director. Conflicts of interest may also
arise when an employee, officer or director (or his or her family members)
receives improper personal benefits as a result of the employee's, officer's or
director's position at InCard.

      Without limiting the general scope of this policy, the following
relationships and courses of conduct will be considered to involve conflicts of
interest unless in special circumstances they are specifically approved and
compliance with this policy is waived (i) in the case of a director or executive
officer, by our Board of Directors, and (ii) in all other cases, by our Chief
Financial Officer:

      o     Making personnel decisions based on family or social relationships
            rather than based on objective job-related criteria.

      o     Initiating or approving (explicitly or implicitly) any form of
            harassment of employees.

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      o     Serving as an employee, officer or director of a company that (a) is
            in direct competition with InCard or (b) is a significant customer,
            partner, affiliate or contractor of InCard (meaning a customer,
            partner, affiliate or contractor whose transactions with InCard
            since the beginning of the last fiscal year, or whose currently
            proposed transactions with InCard, exceed $60,000).

      o     Having a direct or indirect material financial interest in any
            privately held company that (a) is in direct competition with InCard
            or (b) is a significant customer, partner, affiliate or contractor
            of InCard.

      o     Holding more than a 5% interest in any publicly held company that
            (a) is in direct competition with InCard or (b) is a significant
            customer, partner, affiliate or contractor of InCard.

      o     Lending money to, guaranteeing debts of, or borrowing money from a
            direct competitor or a significant customer, partner, affiliate or
            contractor of InCard by or for an employee or director or an
            immediate relative of an employee or director.

      o     Knowingly and improperly using or disclosing to InCard any
            proprietary information or trade secrets of any former or concurrent
            employer, or other person or entity with whom obligations of
            confidentiality exist.

      o     Unlawfully discussing prices, costs, customers, sales or markets
            with competing companies or their agents, employees or directors, or
            making any unlawful agreements with respect to prices or markets.

      o     Improperly using or authorizing the use of any inventions that are
            the subject of patent claims of any other person or entity.

      With respect to InCard directors and executive officers only, any
questions on whether a relationship or course of conduct constitutes a conflict
of interest should be submitted to our majority of independent directors. If the
majority of independent directors determines that a director or executive
officer's relationship or course of conduct may constitute a conflict of
interest, it will so notify that person and specify a reasonable period of time
in which that person can take steps to remedy the possible conflict. If the
possible conflict is not remedied within the specified period of time, the
relationship or course of conduct will be deemed to be a conflict of interest in
violation of this policy unless the relationship or course of conduct is
specifically approved and compliance with this policy is waived by our Board of
Directors.

      With respect to InCard non-executive employees only, any other employment,
consulting or other business activity must be disclosed to and approved in
writing by our Chief Financial Officer, in which case the activity will not be
deemed to constitute a conflict of interest in violation of this policy.
However, if that activity is prohibited by the terms of that person's employment
agreement with the Company, the employee must also obtain a written waiver of
the relevant terms of the employment agreement before engaging in such an
activity.

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      Because other conflicts of interest may arise, it would be impractical to
attempt to list all possible situations. If a proposed transaction or situation
raises any questions or doubts in your mind, you should consult our Chief
Financial Officer.

Payments or Gifts from Others

      Under no circumstances may employees, directors, agents, contractors or
consultants accept any offer, payment, promise to pay, or authorization to pay
any money, gift, or anything of value from customers, vendors, consultants, etc.
that is perceived as intended, directly or indirectly, to influence any business
decision, any act or failure to act, any commitment of fraud, or any opportunity
for the commission of any fraud. Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided that they are not excessive or
create an appearance of impropriety, do not violate this policy. Questions
regarding whether a particular payment or gift violates this policy are to be
directed to our Chief Financial Officer.

      Gifts given by InCard to suppliers or customers or received from suppliers
or customers should always be appropriate to the circumstances and should never
be of a kind that could create an appearance of impropriety. The nature and cost
must always be accurately recorded in our books and records.

Foreign Corrupt Practices Act

      InCard requires full compliance with the Foreign Corrupt Practices Act
("FCPA") by all of its employees, directors, agents, contractors and
consultants. All employees, directors, agents, contractors and consultants,
whether located in the United States or abroad, are responsible for FCPA
compliance and the procedures to ensure FCPA compliance. All managers and
supervisory personnel are expected to monitor continued compliance with the FCP
A to ensure compliance with the moral, ethical and professional standards. FCPA
compliance includes our policy on Maintaining and Managing Records discussed
above. In addition, no contract or agreement may be made with any business in
which a government official or employee holds a significant interest, without
the prior approval of our Chief Financial Officer.

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Company Spokespersons

      Specific policies have been established regarding who may communicate
information to the press and the financial analyst community. An inquiries or
calls from financial analysts should be referred to our Chief Financial Officer.
All inquiries or calls from the press should be referred to our Chief Financial
Officer.

      InCard has designated our Chief Executive Officer and Chief Financial
Officer as our official spokespersons for all matters, including financial
matters. These designees are the only people who may communicate with the press
or financial analysts on behalf of InCard.

      No other person may communicate with the press or financial analysts on
behalf of InCard unless specifically authorized to do so in writing in advance
by our Chief Executive Officer or Chief Financial Officer, for a specific
purpose, and then only to the extent so authorized. Any employee or director
publication or publicly made statement that might be perceived or construed as
attributable to InCard and that is made outside the scope of his or her
employment or directorship must be reviewed and approved in writing in advance
by our General Counsel and must include a disclaimer that the publication or
statement represents the views of the specific author and not of InCard.

                             "WHISTLEBLOWER" PROCESS

      InCard is committed to maintaining an atmosphere of open communication and
trust between employees and management. Furthermore, as a public company, the
integrity of our financial information is paramount. Our financial information
guides the decisions of the Board of Directors and is relied upon by our
stockholders and the financial markets. For those reasons, we must maintain a
workplace where employees who reasonably believe that they are aware of conduct
in violation of this Code or our legal duties (including, but not limited to,
questionable accounting, informal accounting controls, or auditing matters, or
the reporting of fraudulent financial information to our stockholders, the
government or the financial markets) can raise those concerns free of any
harassment, discrimination or retaliation. Therefore, we encourage those
employees to report those concerns as set forth below.

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Reporting and Investigation

      If you have reason to believe that you have become aware of a possible
violation of this Code or applicable law, you must immediately report the
possible violation. Examples of reportable actions include, but are not limited
to, any indication of fraud, misappropriation of Company resources, substantial
variation in our financial reporting methodology from prior practice or from
generally accepted accounting principles, disclosures in reports filed with the
SEC and other public disclosures that are not full, fair, accurate, timely and
understandable, conduct that is not honest and ethical, conflicts of interest,
potential violations of governmental rules and regulations or this Code, and the
falsification, concealment or inappropriate destruction of corporate or
financial records.

      Any report may be made anonymously, at your option, and must be made in
one of the following ways:

      o     By contacting your supervisor; or

      o     By contacting either or both our Chief Financial Officer

Any supervisor receiving a report must forward that report by using one of the
above reporting methods.

      Regardless of which reporting method you choose, please include in your
report a discussion of the following items: (i) a description of the matter or
irregularity, (ii) the period of time during which you observed the matter or
irregularity, and (iii) any steps that you have taken to investigate the matter
or irregularity, including reporting it to a supervisor and the supervisor's
reaction.

      All reports may include, at your option, your contact information in the
event that additional information is needed. As stated above, however, there is
no requirement that the report identify you, if you choose to remain anonymous.

      All complaints under this policy will be taken seriously and will be
promptly and thoroughly investigated. All information disclosed during the
course of the investigation will remain confidential, except as necessary to
conduct the investigation and take any remedial action, in accordance with
applicable law.

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      All employees and supervisors have a duty to cooperate in the
investigation of reports of any conduct covered by this policy. Employees will
be subject to disciplinary action, including the termination of their
employment, if they fail to cooperate in an investigation or deliberately
provide false information during an investigation.

      If, at the conclusion of its investigation, InCard determines that a
violation of our legal duties or policies has occurred, we will take remedial
action commensurate with the severity of the offense. That action may include
disciplinary action against the accused party, up to and including termination.
In addition, where warranted, the Company may seek indemnification, sue for
damages or refer the violation to law enforcement for criminal prosecution. The
specific action taken in any particular case depends on the nature and gravity
of the conduct or circumstances reported and the quality of the information
provided. Reasonable and necessary steps will also be taken to prevent any
further violations of law or policy.

Discrimination, Retaliation or Harassment

      Any employee reporting concerns under this policy has a lawful right to
raise those concerns without fear of harassment, discrimination or retaliation.
As a result, InCard strictly prohibits any discrimination, retaliation or
harassment against any person who reports conduct in violation of our legal
duties or policies (including questionable accounting or auditing matters, or
the reporting of fraudulent financial information) based on the person's
reasonable belief that such misconduct occurred.

      InCard also strictly prohibits any discrimination, retaliation or
harassment against any person who participates in an investigation of such
complaints, including:

      o     By providing information and otherwise assisting in investigations
            relating to fraud against InCard's stockholders conducted by (A) a
            federal regulatory agency, (B) a member or committee of the United
            States Congress or (C) any of our officers or employees, any member
            or committee of our Board of Directors or any agent or
            representative acting on their behalf; or

      o     By filing, testifying at, participating in or otherwise assisting a
            proceeding filed or about to be filed relating to allegations of
            fraud against our stockholders.

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      If you later believe that you have been subject to discrimination,
retaliation, or harassment for having made a report under this policy, you must
immediately report those facts to your supervisor or our Chief Financial
Officer. It is imperative that you bring those matters to attention promptly, so
that any concern of discrimination, retaliation, or harassment can be
investigated and addressed promptly and appropriately.

      Any complaint that any managers, supervisors or employees are involved in
discrimination, retaliation or harassment related to the reporting or
investigation of conduct in violation of our legal duties or policies wil1 be
promptly and thoroughly investigated in accordance with our investigation
procedures. If a complaint of discrimination, retaliation or harassment is
substantiated, appropriate disciplinary action, up to and including discharge,
will be taken.

Additional Enforcement Information

      In addition to our internal complaint procedure, employees should also be
aware that certain federal and state law enforcement agencies are authorized to
review legal compliance, including reviewing questionable accounting or auditing
matters, or potentially fraudulent reports of financial information.

      Before issues or behavior can rise to that level, employees are encouraged
to report questionable accounting or auditing matters, suspicion of fraudulent
financial information, or discrimination, retaliation or harassment related to
such reports to the Company as outlined above. Nothing in this policy is
intended to prevent an employee from reporting information to the appropriate
agency when the employee has reasonable cause to believe that the violation of a
federal or state statute or regulation has occurred.

      This Code has been developed as a guide to our legal and ethical
responsibilities to achieve and maintain the highest business standards. Conduct
that violates our policies will be viewed as unacceptable under the terms of
employment at InCard. Certain violations of our policies and practices could
even subject InCard and/or the individual employees involved to civil and/or
criminal penalties.

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                              DISCIPLINARY ACTIONS

      The matters covered in this Code are of the utmost importance to InCard,
its stockholders and its business partners, and are essential to our ability to
conduct our business in accordance with our stated values. We expect all of our
employees, directors, agents, contractors and consultants to adhere to these
rules in carrying out their duties for InCard.

      InCard will take appropriate action against any employee, director, agent,
and contractor or consultant whose actions are found to violate these policies
or any other company policies. Disciplinary actions may include immediate
termination of employment or business relationship at InCard's sole discretion.
Where InCard has suffered a loss, it may pursue its remedies against the
individuals or entities responsible. Where laws have been violated, InCard will
cooperate fully with the appropriate authorities.

                        WAIVERS AND AMENDMENT OF THE CODE

      Any waiver of any provision of this Code for a member of our Board of
Directors or an executive officer, or any amendment of this Code, must be
approved in writing by our Board of Directors and promptly disclosed pursuant to
applicable laws and regulations. Any waivers of any provision of this Code with
respect to any other employee, agent, contractor or consultant must be approved
in writing by our Chief Financial Officer.




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