**SUBLEASE
      AGREEMENT**




This
      Sublease Agreement (“Sublease”) is made as of the 11th day of September, 2006,
      by and between BERGMAN & DACEY, INC., a California corporation
      (“Sublandlord”), and INNOVATIVE CARD TECHNOLOGIES, INC., a Delaware Corporation
      (“Subtenant”).




**RECITALS**




This
      Sublease is made with regard to the following facts:




A.  Sublandlord
      is the tenant under that certain Office Lease dated January 31, 1994, which
      was
      amended by a First Amendment dated March 24, 1999, and by a Second Amendment
      dated April 15, 2003 (collectively the “Master Lease”), with CA-10880 Wilshire
      Limited Partnership, a Delaware limited partnership (as successor in interest
      to
      10880 Property Corporation, a Delaware corporation) (the “Master Landlord”). A
      copy of that Master Lease is attached to this Sublease as Exhibit A and
      incorporated herein by this reference. Under the Master Lease, Sublandlord
      leases approximately 19,182 rentable square feet of office space (the
“Premises”) located on the 9th floor of the building (the “Building”) located at
      10880 Wilshire Boulevard, Los Angeles, California 90024.




B.  Subtenant
      desires to sublease from Sublandlord a portion of the Premises (the “Subleased
      Premises”), as detailed on Exhibit “B” attached hereto and incorporated herein
      by this reference. Sublandlord has agreed to sublease the Subleased Premises
      to
      Subtenant on the terms, covenants and conditions stated in this Sublease. The
      Subleased Premises shall be known as Suite 950.




C.  NOW,
      THEREFORE, in consideration of the mutual covenants contained in this Sublease,
      and for valuable consideration, the receipt and sufficiency of which are
      acknowledged by the parties, the parties agree as follows:




1.  Sublease .
      Sublandlord subleases to Subtenant and Subtenant subleases from Sublandlord
      the
      Subleased Premises, subject to the terms, covenants, and conditions contained
      in
      this Sublease. Sublandlord and Subtenant agree that the Subleased Premises
      contain 6,218 rentable square feet of space. If either party discovers that
      the
      rentable square feet is different than stated above it shall have no effect
      on
      the rent due hereunder.




2.  Term .
      Subject
      to the condition set forth in Section 13.6 below, the terms and provisions
      of this Sublease shall be effective between Sublandlord and Subtenant as of
      the
      date of this Sublease. The term of this Sublease will commence on
      October 1, 2006 (the “Commencement Date”), and will expire, unless sooner
      terminated on July 31, 2009 (the “Expiration Date”). Should Subtenant fail to
      surrender and vacate the Subleased Premises by the Expiration Date, Subtenant
      shall be subject to the applicable terms of the Master Lease, including, without
      limitation, Article 16 (Holding Over) thereof. Any occupancy by Subtenant prior
      to the Commencement Date shall be subject to all terms of this Sublease, except
      the payment of monthly rent; provided, however, Subtenant shall be responsible
      for all other charges incurred by Subtenant pursuant to this Sublease,
      including, but not limited to, Sections 8.8 and 13.10 hereof,
      below.




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3.  Rent .




3.1  Payment
      of Rent; Late Charges .
      Subtenant will pay the rent addressed to Sublandlord at Bergman & Dacey,
      Inc., 10880 Wilshire Boulevard, Suite 900, Los Angeles, California 90024,
      Attention: Gregory M. Bergman, Esq.. The rent will be due on the first (1st)
      day
      of each month during the term of this Sublease. If any installment of base
      rent
      is not received by Sublandlord on or before the fifth (5th) day of the month,
      a
      late fee of five percent (5%) of the amount of base rent then delinquent shall
      be charged to Subtenant. This late fee amount constitutes a fair and reasonably
      estimate of the cost and expense Sublandlord will incur as a result of
      Subtenant’s delinquent payment, the exact amount of which would be extremely
      difficult to ascertain. In addition, delinquent rent shall accrue interest,
      chargeable beginning on the first (1st) day of the month, at a rate of ten
      percent (10%) per annum. Furthermore, in the event that the term of this
      Sublease begins or ends on a date that is not the first day of the month, base
      rent will be prorated as of that date. Concurrent with Subtenant’s execution of
      this Sublease, Subtenant will deliver to the Sublandlord the first month’s base
      rent in the amount of $16,788.60. During the period commencing on the
      Commencement Date through and including September 30, 2007, base rent shall
      be
      $16,788.60 per month. During the period commencing on October 1, 2007 through
      and including September 30, 2008, base rent shall be $17,292.25. During the
      period commencing on October 1, 2008 through and including July 31, 2009, base
      rent shall be $17,811.00. If Subtenant fails to pay base rent or other rent
      or
      charges due hereunder, or a default (as defined in the Master Lease) occurs,
      Sublandlord may use, apply or retain all or any portion of the Security Deposit
      (as defined in Section 3.2 below) for the payment of any amount due Sublandlord
      or to reimburse or compensate Sublandlord for any liability, cost, expense,
      loss
      or damage (including attorney’s fees) which Sublandlord may suffer or incur by
      reason thereof. In the event that Subtenant has never been in default under
      the
      terms of this Sublease or the Master Lease, the rent due for the 25 th month of
      this Sublease shall be applied from the security deposit (as defined below).
      In
      the event that Subtenant has never been in default under the terms of this
      Sublease or the Master Lease, the rent due for the last month of this Sublease
      shall be applied from the security deposit (as defined below).




3.2  Security
      Deposit .
      Concurrent with Subtenant’s execution of this Sublease, Subtenant will deliver
      to the Sublandlord the security deposit (“Security Deposit”) in the amount of
      $71,244.00. The Security
      Deposit shall be held by Sublandlord as security for the faithful performance
      by
      Subtenant of all the terms, covenants and conditions of the Sublease to be
      kept
      and performed by Subtenant during the entirety of the Sublease Term. If
      Subtenant defaults with respect to any provision of this Sublease (including,
      but not limited to, the provisions relating to the payment of rent, Sublandlord
      may, but shall not be required to, use, apply or retain all or any part of
      the
      Security Deposit (a) for the payment of any rent or any other sum in default,
      (b) for the payment of any other amount which Sublandlord may spend or become
      obligated to spend by reason of Subtenant's default, and/or (c) to compensate
      Sublandlord for any loss or damage which Sublandlord may suffer by reason of
      Subtenant's default. If any portion of the Security Deposit is so used or
      applied, Subtenant shall, within five (5) days after demand therefor, deposit
      cash with Sublandlord in an amount sufficient to restore the Security Deposit
      to
      its original amount. Failure on the part of Subtenant to so restore the Security
      Deposit shall be a default under the terms of this Sublease. Subtenant
      understands that Sublandlord shall not be required to keep the Security Deposit
      separate from its general funds and Subtenant shall not be entitled to interest
      on such Security Deposit at the end of the Sublease Term. If Subtenant shall
      fully and faithfully perform every provision of this Sublease to be performed
      by
      it, the Security Deposit or any balance thereof shall be returned to Subtenant
      within thirty (30) days after the expiration of the Sublease Term.




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4.  Additional
      Rent .
      Subtenant acknowledges that pursuant to the terms of the Master Lease,
      Sublandlord is obligated to pay Additional Rent, which includes Sublandlord’s
      estimated share of common area operating expenses, taxes and insurance
      (“Sublandlord’s Share”). Subtenant agrees that in addition to the base rent due
      under Section 3.1 above, Subtenant shall pay to Sublandlord thirty two and
      one-half percent (32.5%) of Sublandlord’s Share of Additional Rent (“Subtenant’s
      Share”) for any increase in such Additional Rent in excess of the amount due for
      calendar year 2006. Subtenant shall pay Subtenant’s Share to Sublandlord at
      least five (5) days prior to the date Sublandlord must pay its share of
      Additional Rent to Master Landlord pursuant to the terms of the Master Lease.
      Notwithstanding the foregoing, for purposes of this Sublease, the Base Year
      shall mean calendar year 2006.




5.  Use .
      Subtenant agrees to use the Subleased Premises for general office space in
      accordance with the provisions of the Master Lease and this Sublease, and for
      no
      other purpose.




6.  Master
      Lease .
      As
      applied to this Sublease, the words “Landlord” and “Tenant” in the Master Lease
      will be deemed to refer to Sublandlord and Subtenant, respectively, under this
      Sublease.




Except
      as
      otherwise expressly provided in Section 8 of this Sublease, the covenants,
      agreements, provisions, and conditions of the Master Lease to the extent that
      they relate to the Subleased Premises and to the extent that they are not
      inconsistent with the terms of this Sublease are made a part of and incorporated
      into this Sublease as if recited in full in this Sublease.




The
      rights and obligations of the Master Landlord and the Tenant under the Master
      Lease will be deemed the rights and obligations of Sublandlord and Subtenant,
      respectively, under this Sublease, and will inure to the benefit of, and be
      binding on, Sublandlord and Subtenant, respectively. As between the parties
      to
      this Sublease only, in the event of a conflict between the terms of the Master
      Lease and the terms of this Sublease, the terms of this Sublease will
      control.




7.  Performance
      by Sublandlord; Status of Master Lease




7.1  Sublandlord’s
      Performance Conditioned on Master Landlord’s Performance .
      Subtenant recognizes that Sublandlord is not in a position to render any of
      the
      services or to perform any of the obligations required of Master Landlord by
      the
      terms of the Master Lease. Therefore, despite anything to the contrary in this
      Sublease, Subtenant agrees that performance by Sublandlord of its obligations
      under this Sublease is conditioned on performance by the Master Landlord of
      its
      corresponding obligations under the Master Lease, and Sublandlord will not
      be
      liable to Subtenant for any default of the Master Landlord under the Master
      Lease.




Subtenant
      will not have any claim against Sublandlord based on the Master Landlord’s
      failure or refusal to comply with any of the provisions of the Master Lease
      unless that failure or refusal is a result of Sublandlord’s act or failure to
      act. Despite the Master Landlord’s failure or refusal to comply with any of
      those provisions of the Master Lease, this Sublease will remain in full force
      and effect and Subtenant will pay the base rent and additional rent and all
      other charges provided for in this Sublease without any abatement, deduction
      or
      setoff. Except as expressly provided in this Sublease, Subtenant agrees to
      be
      subject to, and bound by, all of the covenants, agreements, terms, provisions,
      and conditions of the Master Lease, as though Subtenant was the Tenant under
      the
      Master Lease.




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7.2  Preservation
      of Master Lease .
      Subtenant will refrain from any act or omission that would result in the failure
      or breach of any of the covenants, provisions, or conditions of the Master
      Lease
      on the part of the Tenant under the Master Lease.




8.  Variations
      from Master Lease .
      As
      between Sublandlord and Subtenant, the terms and conditions of the Master Lease
      are modified as stated below in this Section 8:




8.1  Base
      Rent; Term .
      Despite
      anything to the contrary stated in the Master Lease, the term of this Sublease,
      base rent and additional rent payable under this Sublease are as stated in
      Sections 2, 3 and 4 above.




8.2  Brokers .
      The
      parties to this Sublease warrant to each other that neither party dealt with
      any
      broker or finder in connection with the consummation of this Sublease other
      than
      First Property Realty Corporation (“FPRC”), which exclusively represents
      Sublandlord, and Stone Miller (“SM”), which exclusively represents Subtenant and
      each party agrees to protect, defend, indemnify and hold the other party
      harmless from and against any and all claims or liabilities for brokerage
      commissions or finder’s fees arising out of that party’s acts in connection with
      this Sublease to anyone other than FPRC and SM. The provisions of this
      Section 8.2 will survive the expiration or earlier termination of this
      Sublease. The commission or fees payable to FPRC and SM will be paid by
      Sublandlord under the terms of separately executed agreements.




8.3  Insurance
      and Condemnation Proceeds .
      Despite
      anything contained in the Master Lease to the contrary, as between Sublandlord
      and Subtenant only, in the event of damage to or condemnation of the Subleased
      Premises, (i) all insurance proceeds received by or available to Sublandord
      pursuant to its insurance policies covering the Subleased Premises (or initially
      received by or available to Master Landlord pursuant to its insurance policies
      covering the Subleased Premises and thereafter delivered to Sublandlord for
      reimbursement of the damage to the Subleased Premises repaired by Sublandlord),
      and (ii) all condemnation awards received by Sublandlord under the Master Lease
      will be deemed to be the property of Sublandlord.  Notwithstanding the
      receipt or availability of insurance proceeds and/or condemnation
      awards, Sublandlord shall have no obligation to rebuild or restore the
      Subleased Premises or any portion thereof affected by damage, destruction,
      or
      condemnation. Subtenant shall maintain during the term hereof liability and
      property damage insurance in such amounts and coverages and in such form as
      are
      required of Sublandlord under the terms of the Master Lease, but only for the
      Subleased Premises. All such insurance shall specifically name Master Lessor
      and
      Sublandlord (together with any other party or parties as required under the
      terms of the Master Lease) as parties insured thereunder. Such insurance shall
      not be subject to cancellation, termination or change with respect to Master
      Lessor, Sublandlord or such other parties without thirty (30) days’ prior
      written notice. A duplicate original of the policy or a certificate of such
      insurance shall be delivered to each of Master Lessor and
      Sublandlord prior to
      the commencement of the Sublease




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8.4  Notices .
      Any
      notice that may or must be given by either party under this Sublease will be
      delivered (i) personally, (ii) by certified mail, return receipt
      requested, or (iii) by a nationally recognized overnight courier, addressed
      to the party to whom it is intended. Any notice given to Sublandlord or
      Subtenant shall be sent to the respective address set forth on the signature
      page below, or to such other address as that party may designate for service
      of
      notice by a notice given in accordance with the provisions of this
      Section 8.4. A notice sent pursuant to the terms of this Section 8.4
      shall be deemed delivered (A) when delivery is attempted, if delivered
      personally, (B) three (3) business days after deposit into the United
      States mail, or (C) the day following deposit with a nationally recognized
      overnight courier.




8.5  Amounts
      Payable .
      All
      amounts payable under this Sublease by Subtenant are payable directly to
      Sublandlord.




8.6  Provisions
      of Master Lease Not Applicable .
      All
      provisions of the Master Lease apply to this Sublease, except for the following
      provisions: the Master Lease Sections 21.2, 29.26, 29.28, Exhibit D, Exhibit
      H,
      the First Amendment to the Master Lease Sections III, VI, and VIII, and the
      Second Amendment to the Master Lease Sections VIII. F, and VIII H through J.




8.7  “ As-Is .”
      Sublandlord will deliver to Subtenant, and Subtenant hereby accepts from
      Sublandlord, the Subleased Premises in their current “as is” condition;
      provided, however, following the execution of this Sublease, Sublandlord, shall,
      at its cost, construct a reception area and demising wall in accordance with
      the
      space plan attached hereto as Exhibit “C” and incorporated herein by this
      reference. Any other improvements not designated on said plan shall be at the
      sole cost and expense of Subtenant and done only after the approval of
      Sublandlord and pursuant to the terms of the Master Lease. Subtenant
      acknowledges that the work to be performed by Sublandlord shall be performed
      during the term of this Sublease, and that such work shall not result in any
      abatement of rent and shall not be deemed to constitute a constructive eviction
      of Subtenant from the Subleased Premises. Sublandlord
      and Subtenant acknowledge that the Sublease Premises contain certain equipment,
      furniture and other non-fixed improvements as listed in the Furniture Inventory
      included on Exhibit “D” attached hereto and incorporated herein by this
      reference (collectively, the "Furniture"). In consideration for the rents to
      be
      paid by Subtenant hereunder, Sublandlord hereby grants to Subtenant the right
      to
      use such Furniture throughout the Sublease Term; however, all actual ownership
      rights to such Furniture shall belong to Sublandlord. In the event that any
      of
      such Furniture is damaged, lost or stolen during the Sublease Term (with
      reasonable wear and tear expected), for whatever reason, all costs of repair
      or
      replacement of such Furniture shall be borne solely by Subtenant. In the event
      that Subtenant has failed to repair or replace such Furniture on or before
      the
      termination of the Sublease Term, Sublandlord shall give written notice of
      such
      failure to Subtenant within fifteen (15) days after the termination of the
      Sublease Term to Subtenant. If Subtenant fails to repair or replace such
      Furniture within thirty (30) days of Sublandlord's notice, Sublandlord may
      thereafter repair or replace such damaged, lost or stolen Furniture in its
      reasonable discretion and Subtenant shall be obligated to reimburse 110% of
      Sublandlord's actual costs for such repair and/or replacement; such obligation,
      shall survive the Sublease Term. The election whether to repair or to replace
      any lost, damaged or stolen Furniture shall be Sublandlord's election to be
      exercised in its reasonable discretion .




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8.8  Parking . Sublandlord
      shall provide up to nineteen (19) unreserved parking spaces from Sublandlord's
      lease allocation in the parking structure. All parking spaces will be at the
      then prevailing building rates, which charges shall be paid directly to the
      parking operator by Subtenant .




9.  Indemnity .
      Subtenant agrees to protect, defend, indemnify, and hold Sublandlord harmless
      from and against any and all liabilities, claims, expenses, losses and damages
      (including reasonable attorney fees and costs), that may at any time be asserted
      against Sublandlord by (a) the Master Landlord for failure of Subtenant to
      perform any of the covenants, agreements, terms, provisions, or conditions
      contained in the Master Lease that Subtenant is obligated to perform under
      the
      provisions of this Sublease; or (b) any person as a result of Subtenant’s
      use or occupancy of the Subleased Premises, except to the extent any of the
      foregoing is caused by the negligence or willful misconduct of Sublandlord.
      The
      provisions of this Section 9 will survive the expiration or earlier
      termination of the Master Lease or this Sublease. Sublandlord shall not be
      responsible or liable to Subtenant for any and all liabilities, claims,
      expenses, losses and damages (including reasonable attorney fees and costs)
      due
      to any action or inaction on the part of Master Landlord relating to the
      Building or the Subleased Premises.




10.  Cancellation
      of Master Lease .
      In the
      event the Master Lease is canceled or terminated for any reason, or
      involuntarily surrendered by operation of law before the expiration date of
      this
      Sublease, Subtenant agrees, at the sole option of the Master Landlord, to attorn
      to the Master Landlord for the balance of the term of this Sublease and on
      the
      then executory terms of this Sublease.




That
      attornment will be evidenced by an agreement in form and substance reasonably
      satisfactory to the Master Landlord. Subtenant agrees to execute and deliver
      such an agreement at any time within ten (10) business days after request by
      the
      Master Landlord. Subtenant waives the provisions of any law now or later in
      effect that may provide Subtenant any right to terminate this Sublease or to
      surrender possession of the Subleased Premises in the event any proceeding
      is
      brought by the Master Landlord to terminate the Master Lease.




11.  Certificates .
      Each
      party to this Sublease will, from time to time as requested by the other party,
      on not less than ten (10) days prior written notice, execute, acknowledge,
      and
      deliver to the other party a statement in writing certifying that this Sublease
      is unmodified and in full force and effect (or if there have been modifications
      that this Sublease is in full force and effect as modified and stating the
      modifications). That statement will certify the dates to which base rent,
      additional rent, and any other charges have been paid. That statement will
      also
      state whether, to the knowledge of the person signing the certificate, the
      other
      party is in default beyond any applicable grace period provided in this Sublease
      in the performance of any of its obligations under this Sublease. If the other
      party is in default beyond any applicable grace period, the statement will
      specify each default of which the signer then has knowledge. It is intended
      that
      this statement may be relied on by others with whom the party requesting that
      certificate may be dealing.




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12.  Assignment
      or Subleasing .
      Subject
      to the rights of the Master Landlord and the restrictions contained in the
      Master Lease in connection with an assignment or subletting, Subtenant is not
      entitled to assign this Sublease or to sublet all or any portion of the
      Subleased Premises without the prior written consent of Sublandlord, which
      consent shall not be unreasonably withheld. Subtenant shall provide Sublessor
      with notice (“Notice”) of Subtenant’s desire to assign or sublease all or a
      portion of the Subleased Premises. The Notice shall include the name of the
      assignee or sublessee, contact information for such party, and relevant
      financial information to allow the Master Landlord and Sublandlord to make
      their
      decision to consent or not consent. Sublandlord shall be entitled to retain
      fifty percent (50%) of all amounts received in connection with any such sublease
      or assignment in excess of Subtenant’s rent obligation under this Sublease.
      Notwithstanding the foregoing, in the event Subtenant wants to sublease or
      assign more than twenty five percent (25%) of the Subleased Premises,
      Sublandlord shall have the right to recapture such space by providing Subtenant
      notice of such desire within thirty (30) days of receipt of the
      Notice.




13.  General
      Provisions




13.1  Severability .
      If any
      provision of this Sublease or the application of any provision of this Sublease
      to any person or circumstance is, to any extent, held to be invalid or
      unenforceable, the remainder of this Sublease or the application of that
      provision to persons or circumstances other than those as to which it is held
      invalid or unenforceable, will not be affected, and each provision of this
      Sublease will be valid and be enforced to the fullest extent permitted by
      law.




13.2  Entire
      Agreement; Waiver .
      This
      Sublease constitutes the final, complete and exclusive statement between the
      parties to this Sublease pertaining to the Subleased Premises, supersedes all
      prior and contemporaneous understandings or agreements of the parties, and
      is
      binding on and inures to the benefit of their respective heirs, representatives,
      successors, and assigns. No party has been induced to enter into this Sublease
      by, nor is any party relying on, any representation or warranty outside those
      expressly set forth in this Sublease. Any agreement made after the date of
      this
      Sublease is ineffective to modify, waive, release, terminate, or effect an
      abandonment of this Sublease, in whole or in part, unless that agreement is
      in
      writing, is signed by the parties to this Sublease, and specifically states
      that
      that agreement modifies this Sublease.




13.3  Captions .
      Captions to the sections in this Sublease are included for convenience only
      and
      do not modify any of the terms of this Sublease.




13.4  Further
      Assurances .
      Each
      party to this Sublease will at its own cost and expense execute and deliver
      such
      further documents and instruments and will take such other actions as may be
      reasonably required or appropriate to evidence or carry out the intent and
      purposes of this Sublease.




13.5  Governing
      Law .
      This
      Sublease will be governed by and in all respects construed in accordance with
      the laws of the State of California.




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13.6  Consent
      of Landlord .
      The
      Master Landlord’s written consent to this Sublease in accordance with the terms
      of Article 14 of the Master Lease is a condition subsequent to the validity
      of
      this Sublease. If the Master Landlord’s consent has not been obtained and a copy
      of that consent delivered to Subtenant by the eleventh (11th) business day
      following the date the Transfer Notice (as such term is defined in Section
      14.2
      of the Master Lease) is delivered to Master Landlord, Subtenant shall thereafter
      have the ongoing right, subject to the terms of this Section 13.6, to
      terminate this Sublease pursuant to a notice (the “Termination Notice”) so
      stating delivered to Sublandlord. If Sublandlord fails to deliver to Subtenant
      the consent of Master Landlord to this Sublease within ten (10) days following
      receipt of the Termination Notice (the “Termination Date”), this Sublease shall
      automatically terminate and the parties shall be released from any further
      obligations under this Sublease. If, however, Sublandlord delivers to Subtenant
      the consent of Master Landlord on or before the Termination Date, the condition
      subsequent set forth in this Section 13.6 shall be satisfied and this
      Sublease shall continue in full force and effect.




13.7  Capitalized
      Terms .
      All
      terms spelled with initial capital letters in this Sublease that are not
      expressly defined in this Sublease will have the respective meanings given
      such
      terms in the Master Lease.




13.8  Word
      Usage .
      Unless
      the context clearly requires otherwise, (a) the plural and singular numbers
      will each be deemed to include the other; (b) the masculine, feminine, and
      neuter genders will each be deemed to include the others; (c) “shall,”
“will,” “must,” “agrees,” and “covenants” are each mandatory; (d) “may” is
      permissive; (e) “or” is not exclusive; and (f) “includes” and
“including” are not limiting.




13.9  Form
      W-9 .
      Concurrently with the execution and delivery of this Sublease to Sublandlord,
      Subtenant shall deliver to Sublandlord a copy of its Form W-9 Request for
      Taxpayer Identification Number and Certification.




13.10  Building
      Services .
      Pursuant to the Master Lease, Master Landlord shall (i) furnish standard office
      heating, ventilating and air conditioning (HVAC) during the standard hours
      which
      are currently 8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m.
      to
      1:00 p.m. Saturdays, excluding holidays, (ii) clean the Subleased Premises
      five
      (5) days per week, excluding holidays, and (c) furnish to the Subleased Premises
      electricity for standard office lighting fixtures and equipment and accessories
      customary for office space. Sublandlord shall not be responsible or liable
      to
      Subtenant for any and all liabilities, claims, expenses, losses and damages
      (including reasonable attorney fees and costs) due to any change in the above
      services or for any failure on the part of Master Landlord to deliver such
      services to the Subleased Premises. Subtenant shall be responsible for directly
      paying Master Landlord for all extra services required by Subtenant, including,
      but not limited to, (i) extra cleaning requirement, (ii) after hours HVAC usage,
      (iii) additional utility needs, and (iv) replacement of non-building standard
      light bulbs such as those located in the conference room.




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      remainder of this page is intentionally left blank.]




9




The
      parties have executed this Sublease as of the date specified above.




**“SUBLANDLORD”:****BERGMAN
                & DACEY, INC.**,
              a
                California corporationBy:Name:Title:


**“SUBTENANT”:****INNOVATIVE
                  CARD TECHNOLOGIES, INC.**
                a
                  Delaware corporationBy:Name:Title:
 By:Name:Title: