Exhibit "1"
                                       To
                       Innovative Card Technologies, Inc.
                      Subscription Application & Agreement

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT WITH  RESPECT TO THE  SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AS SET FORTH HEREIN.


Issue Date: ______________                                         Warrant No.__

                               WARRANT TO PURCHASE
                                 _______ SHARES
                               OF COMMON STOCK OF
                       INNOVATIVE CARD TECHNOLOGIES, INC.

This certifies that _______________________,  or his/its assigns (the "Holder"),
for value received,  is entitled to purchase from INNOVATIVE CARD  TECHNOLOGIES,
INC., a Delaware  corporation  (the  "Company"),  subject to the terms set forth
below,  ____________ (_________) fully paid and nonassessable shares (subject to
adjustment as provided  herein) of the Common Stock of the Company (the "Warrant
Shares")  at a per share  price of $1.25  (the  "Exercise  Price")  (subject  to
adjustment as provided herein), subject to the provisions of Section 1.1 of this
Warrant, at any time or from time to time up to and including 5:00 p.m. (Pacific
Standard  Time) on  expiration  date as set forth in  Section  1.4  hereof  (the
"Expiration  Date") upon surrender to the Company at its principal office (or at
such other  location  as the  Company  may advise the Holder in writing) of this
Warrant  properly  endorsed with the Form of  Subscription  attached hereto duly
filled  in and  signed  and  upon  payment  in cash  or by  check  or  otherwise
hereinafter  provided of the aggregate  Exercise  Price for the number of shares
for which this Warrant is being  exercised  determined  in  accordance  with the
provisions  hereof.  The Exercise  Price is subject to adjustment as provided in
Section 3 of this Warrant.

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<PAGE>

      1.  Exercise,  Issuance of  Certificates,  Reduction  in Number of Warrant
Shares.

            1.1 General. This Warrant shall vest immediately.  The vested shares
are  exercisable  at the option of the Holder of record at any time or from time
to time for all or any part of the vested Warrant Shares (but not for a fraction
of a share)  which may be  purchased  hereunder,  as that number may be adjusted
pursuant to Section 3 of this Warrant,  on or prior to the Expiration  Date. The
Company agrees that the Warrant Shares purchased under this Warrant shall be and
are deemed to be issued to the Holder as the record owner of such Warrant Shares
as of the close of  business on the date on which this  Warrant  shall have been
surrendered,  properly endorsed, the completed and executed Form of Subscription
delivered,  and payment  made for such  Warrant  Shares (i) in cash or by check,
(ii)  cancellation of  indebtedness  or other  obligations of the company to the
Holder, or (iii) by a combination of (i) and (ii).  Certificates for the Warrant
Shares so purchased, together with any other securities or property to which the
Holder is entitled upon such  exercise,  shall be delivered to the Holder by the
Company  at the  Company's  expense  as soon as  practicable  after  the  rights
represented  by this  Warrant have been so  exercised.  In case of a purchase of
less than all the Warrant Shares which may be purchased under this Warrant,  the
Company shall cancel this Warrant and execute and deliver to the Holder within a
reasonable  time a new  Warrant or Warrants of like tenor for the balance of the
Warrant Shares  purchasable  under the Warrant  surrendered  upon such purchase.
Each stock  certificate  so  delivered  shall be  registered  in the name of the
Holder.

            1.2  Limitation  on  Exercise.  The  Company  shall not  effect  any
exercise of this  Warrant,  and the Holder  shall not have the right to exercise
any portion of this Warrant, pursuant to Section 1.1 or otherwise, to the extent
that after giving effect to such issuance after exercise,  the Holder  (together
with  the  Holder's  Affiliates),  as  set  forth  on  the  applicable  Form  of
Subscription,  would  beneficially own in excess of 9.9% of the number of shares
of the  Common  Stock  outstanding  immediately  after  giving  effect  to  such
issuance. For purposes of the foregoing sentence, the number of shares of Common
Stock  beneficially  owned by the Holder and its  Affiliates  shall  include the
number of shares of Common  Stock  issuable  upon  exercise of this Warrant with
respect to which the  determination  of such  sentence is being made,  but shall
exclude the number of shares of Common  Stock  which would be issuable  upon (A)
exercise of the  remaining,  nonexercised  portion of this Warrant  beneficially
owned by the Holder or any of its Affiliates and (B) = exercise or conversion of
the unexercised or nonconverted  portion of any other  securities of the Company
(including,  without limitation,  any convertible instrument or warrant) subject
to a limitation on conversion or exercise analogous to the limitation  contained
herein beneficially owned by the Holder or any of its Affiliates.  Except as set
forth in the preceding  sentence,  for purposes of this Section 1.2,  beneficial
ownership  shall be calculated in accordance  with Section 13(d) of the Exchange
Act. For purposes of this Section 1.2, in determining  the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding  shares
of Common Stock as reflected in (x) the Company's  most recent Form 10-Q or Form
10-K, as the case may be, (y) a more recent public  announcement  by the Company
or (z) any other notice by the Company or the Company's  Transfer  Agent setting
forth the number of shares of Common Stock outstanding. Upon the written or oral
request of the Holder,  the Company shall within two trading days confirm orally
and in  writing  to the  Holder  the  number  of shares  of  Common  Stock  then
outstanding. In any case, the number of outstanding shares of Company Common



                                       2
<PAGE>

Stock shall be determined  after giving effect to the  conversion or exercise of
securities  of  the  Company,  including  this  Warrant,  by the  Holder  or its
Affiliates  since  the date as of which  such  number of  outstanding  shares of
Common Stock was reported.  The  provisions of this Section 1.2 may be waived by
the Holder  upon,  at the  election of the Holder,  not less than 61 days' prior
notice to the Company,  and the provisions of this Section 1.2 shall continue to
apply until such 61st day (or such later date, as  determined by the Holder,  as
may be specified in such notice of waiver).

            1.3 Cashless  Exercise.  If after one year  following  the date this
Warrant is issued there is no effective  registration  statement registering the
Warrant  Shares,  this  Warrant  may also be  exercised  by means of a "cashless
exercise" in which the Holder shall be entitled to receive a certificate for the
number of Warrant Shares equal to the quotient  obtained by dividing [(A-B) (X)]
by (A), where:

            (A)   = the average of the high and low trading  prices per share of
                  Common  Stock on the  Trading Day  preceding  the date of such
                  election,  provided  if  the  Company's  Common  Stock  is not
                  trading, the fair market value of one share of Common Stock as
                  determined  by the Board of Directors of the Company,  in good
                  faith (at the date of such calculation);

            (B)   = the Exercise Price of the Warrants; and

            (X)   = the number of Warrant  Shares  issuable upon exercise of the
                  Warrants in accordance with the terms of this Warrant.

            1.4 Expiration  Date.  Unless the Company,  in its sole  discretion,
extends any expiration date set forth herein (such  extension  referred to as an
"Expiration Date Extension"), this Warrant shall terminate at 5:00 p.m. (P.S.T.)
on [insert date 5 years from the Issue Date].

            1.5 Record Ownership. To the extent permitted by applicable law, the
person  in whose  name any  certificate  for  shares  of  Common  Stock or other
evidence of ownership of any other  security is issued upon exercise or exchange
of the  Warrant  shall for all  purposes  be deemed to have become the holder of
record of such shares or other  security on the Delivery Date,  irrespective  of
the  date of  delivery  of such  certificate  or  other  evidence  of  ownership
(subject,  in the case of any  exercise  to which  Section  1.7 of this  Warrant
applies,  to the  consummation  of a  transaction  upon which such  exercise  is
conditioned),  notwithstanding that the transfer books of the Company shall then
be closed or that such  certificates  or other  evidence of ownership  shall not
then actually have been delivered to such person.

      1.6  Approvals.  If any  securities  constituting  Warrant  Shares  or any
portion  thereof to be issued upon  exercise or exchange of the Warrant  require
registration  or approval  under any applicable  law, or require  listing on any
national  securities  exchange or national  market system before such securities
may be so issued,  the Company  will as  expeditiously  as  possible  cause such
securities to be registered,  approved or listed, as applicable. The Company may
suspend  the  exercise  of  the  Warrant  for  the  period   during  which  such
registration, approval or listing is required but not in effect.

                                       3
<PAGE>

            1.7  Conditional  Exercise or Exchange.  Any form of subscription or
exchange form delivered  under Sections 1.1 or 8.2 may condition the exercise or
exchange of this Warrant on the  consummation of a transaction  being undertaken
by the Company or the Holder,  and such exercise or exchange shall not be deemed
to have occurred except  concurrently with the consummation of such transaction,
except that,  for purposes of  determining  whether such exercise or exchange is
timely  it  shall be  deemed  to have  occurred  on the  date of  delivery  (the
"Delivery  Date") of the  subscription  or exchange form. If any exercise of the
Warrant is so  conditioned,  then,  subject to delivery of the items required by
Sections 1.1 and 2 of this Warrant,  the Company shall deliver the  certificates
and other  evidence of ownership of other  securities or other  property in such
manner  as  the  Holder  shall  direct  as  required  in  connection   with  the
consummation of such transaction upon which the exercise is conditioned.  At any
time that the Holder shall give notice to the Company that such  transaction has
been  abandoned  or that the Holder has  withdrawn  from  participation  in such
transaction,  the Company shall return the items delivered  pursuant to Sections
1.1 and 2 of this  Warrant,  and the  Holder's  election to exercise the Warrant
shall be deemed rescinded.

            1.8  Regulatory  Problem.  The Holder shall not exercise or exchange
the Warrant for shares of Common Stock if after giving  effect to such  exercise
or exchange the Holder  reasonably  determines  that such exercise would violate
any  law  or  regulation  or  any  requirement  of  any  governmental  authority
applicable to Holder or his affiliates.


      2. Shares to be Fully  Paid.  The  Company  covenants  and agrees that all
Warrant  Shares,  will,  upon  issuance  and,  if  applicable,  payment  of  the
applicable  Exercise Price, be duly authorized,  validly issued,  fully paid and
nonassessable,  and free of all liens and encumbrances,  except for restrictions
on transfer provided for herein or under applicable federal and state securities
laws.

      3.  Adjustment of Exercise Price and Number of Shares.  The Exercise Price
and the number of Warrant Shares shall be proportionately  adjusted from time to
time upon the occurrence of any capital  reorganization or any  reclassification
of Common Stock, or the consolidation, merger, combination or exchange of shares
with another entity, or the divisive  reorganization  of the Company.  Upon each
adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Exercise Price resulting from such adjustment,  the
number  of  shares   obtained  by  multiplying  the  Exercise  Price  in  effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant hereto  immediately prior to such adjustment,  and dividing the product
thereof by the Exercise Price resulting from such adjustment.

      4. Voting Rights.  Nothing contained in this Warrant shall be construed as
conferring  upon the Holder the right to vote or to consent to or receive notice
as a shareholder of the Company on any other matters or any rights whatsoever as
a shareholder of the Company.

                                       4
<PAGE>

      5. Compliance with Securities Act: Transferability of Warrant, Disposition
of Shares of Common Stock.

            5.1  Compliance  with  Securities  Act.  The Holder,  by  acceptance
hereof,  agrees  that this  Warrant  and the  Warrant  Shares to be issued  upon
exercise  hereof are being  acquired for  investment and that he will not offer,
sell,  or otherwise  dispose of this Warrant or any Warrant  Shares except under
circumstances which will not result in a violation of the Securities Act of 1933
(the  "Act") or any  applicable  state  securities  laws.  This  Warrant and all
Warrant Shares (unless  registered  under the Act) shall be stamped or imprinted
with a legend in substantially the following form:

           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
           ACT OF 1933, AS AMENDED OR THE  SECURITIES OR BLUE SKY LAWS OF
           ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
           HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT  IN
           EFFECT  WITH  RESPECT TO THE  SECURITIES  UNDER SUCH ACT OR AN
           OPINION  OF  COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT SUCH
           REGISTRATION IS NOT REQUIRED,  OR UNLESS SOLD PURSUANT TO RULE
           144 OF SUCH ACT.

            5.2 Access to Information; Pre-Existing Relationship. Holder has had
the  opportunity to ask questions of, and to receive  answers from,  appropriate
executive  officers of the Company with respect to the terms and  conditions  of
the transactions contemplated hereby and with respect to the business,  affairs,
financial  condition and results of  operations  of the Company.  Holder has had
access to such  financial  and other  information  as is  necessary in order for
Holder to make a fully  informed  decision as to investment in the Company,  and
has had the opportunity to obtain any additional information necessary to verify
any of  such  information  to  which  Holder  has  had  access.  Holder  further
represents and warrants that he has either (i) a pre-existing  relationship with
the Company or one or more of its officers or directors  consisting  of personal
or business  contacts of a nature and  duration  which enable him to be aware of
the character,  business acumen and general business and financial circumstances
of the Company or the officer or director with whom such relationship  exists or
(ii) such  business  or  financial  expertise  as to be able to protect  his own
interests in connection with the purchase of the Shares.

                                       5
<PAGE>

            5.3 Warrant  Transferable.  Subject to  compliance  with  applicable
federal  and state  securities  laws under which this  Warrant was issued,  this
Warrant and all rights hereunder are transferable,  in whole or in part, without
charge to the Holder (except for transfer taxes), upon surrender of this Warrant
properly endorsed;  provided,  however, that the Holder shall notify the Company
in writing  in advance of any  proposed  transfer  and shall not  transfer  this
Warrant or any rights hereunder to any person or entity which is then engaged in
a  business  that  in the  reasonable  judgment  of  the  Company  is in  direct
competition with the Company. As promptly as practicable but in any event within
ten (10) Business Days of receipt of such properly endorsed Warrant, the Company
shall  issue,  register  and  deliver  to the  Holder  thereof a new  Warrant or
Warrants  of like  kind and tenor  representing  in the  aggregate  the right to
purchase the same number of Warrant  Shares that could be purchased  pursuant to
the Warrant  being  transferred.  Holder shall pay  Company's  reasonable  costs
incurred in effectuating such transfer.

            5.4 Disposition of Warrant Shares.  With respect to any offer, sale,
or other disposition of the Warrant or any Warrant Shares, the Holder hereof and
each  subsequent  Holder of this Warrant  agrees to give  written  notice to the
Company prior thereto,  describing  briefly the manner thereof,  together with a
written  opinion  of such  holder's  counsel,  if  reasonably  requested  by the
Company,  to the  effect  that  such  offer,  sale or other  disposition  may be
effected without  registration or qualification (under the Act as then in effect
or any federal or state law then in effect) of the Warrant or Warrant Shares, as
the case may be, and indicating  whether or not under the Act  certificates  for
the Warrant or Warrant  Shares to be sold or  otherwise  disposed of require any
restrictive legend as to applicable  restrictions on transferability in order to
insure  compliance with the Act. Promptly upon receiving such written notice and
opinion,  the Company, as promptly as practicable,  shall notify the Holder that
such Holder may sell or otherwise dispose of the Warrant or Warrant Shares,  all
in  accordance  with the terms of the  notice  delivered  to the  Company.  If a
determination  has been made pursuant to this  subparagraph 5.4 that the opinion
of the counsel for the Holder is not reasonably satisfactory to the Company, the
Company shall so notify the Holder  promptly after such  determination  has been
made.  Notwithstanding  the  foregoing,  the  Warrant or  Warrant  Shares may be
offered,  sold or otherwise  disposed of in  accordance  with Rule 144 under the
Act,  provided that the Company shall have been furnished with such  information
as the Company may request to provide  reasonable  assurance that the provisions
of Rule 144 have been satisfied.  Each  certificate  representing the Warrant or
Warrant Shares thus transferred  (except a transfer  pursuant to Rule 144) shall
bear a legend as to the applicable  restrictions on  transferability in order to
insure  compliance with the Act, unless in the aforesaid  opinion of counsel for
the Holder,  such legend is not required in order to insure  compliance with the
Act. The Company may issue stop transfer  instructions  to its transfer agent in
connection with such restrictions.

            5.5 Market  Standoff.  The Holder agrees that if so requested by the
Company  or  any   representative   of  the   underwriters  in  connection  with
registration  of the initial  public  offering of any  securities of the Company
under the Act,  the Holder  shall not sell or  otherwise  transfer  any  Warrant
Shares or other  securities of the Company  during the 120 day period  following
the effective date of such registration  statement.  The Company may impose stop
transfer  instructions  with  respect to  securities  subject  to the  foregoing
restrictions until the end of such 120 day period.

                                       6
<PAGE>

            5.6 Register. This Warrant is, and any Warrant issued,  exchanged or
transferred  hereunder  shall be registered in a warrant  register (the "Warrant
Register").  The Warrant Register shall set forth the number of the Warrant, the
name and address of the Holder hereof and the original  number of Warrant Shares
purchasable upon the exercise hereof. The Warrant Register will be maintained by
the Company and will be available for  inspection by the Holder at the principal
office of the Company or such other location as the Company may designate to the
Holder in the manner set forth in Section 7. The  Company  shall be  entitled to
treat the Holder as the owner in fact  thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in the Warrant on
the part of any other person.

      6.  Modification and Waiver.  This Warrant and any provision hereof may be
changed,  waived,  discharged,  or  terminated  only by an instrument in writing
signed by the party against which enforcement of the same is sought.

      7. Governing Law; Waiver of Jury Trial.

            7.1  Governing  Law.  All  questions  concerning  the  construction,
interpretation and validity of this Agreement shall be governed by and construed
and  enforced  in  accordance  with the  domestic  laws of the State of New York
without  giving  effect  to any  choice or  conflict  of law  provision  or rule
(whether  in the State of New York or any other  jurisdiction)  that would cause
the  application  of the laws of any  jurisdiction  other  than the State of New
York. In furtherance of the foregoing, the internal law of the State of New York
will control the  interpretation  and  construction of this  Agreement,  even if
under  such  jurisdiction's  choice  of law or  conflict  of law  analysis,  the
substantive  law of some other  jurisdiction  would  ordinarily  or  necessarily
apply.

            7.2 Waiver of Jury Trial.  BECAUSE  DISPUTES  ARISING IN  CONNECTION
WITH COMPLEX FINANCIAL  TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY  RESOLVED
BY AN  EXPERIENCED  AND EXPERT  PERSON AND THE PARTIES WISH  APPLICABLE  LAWS TO
APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH  APPLICABLE  LAWS.  THEREFORE,  TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,  THE
PARTIES  HERETO  WAIVE  ALL  RIGHT  TO  TRIAL  BY  JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  BROUGHT  TO ENFORCE  OR DEFEND  ANY  RIGHTS OR  REMEDIES  UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

      8. Exchange of Warrant for Warrants.

            8.1 Lost Warrant.  The Company represents and warrants to the Holder
hereof that upon receipt of evidence  reasonably  satisfactory to the Company of
the loss, theft, destruction,  or mutilation of this Warrant and, in the case of
any such loss,  theft or  destruction,  upon receipt of an indemnity  reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and  cancellation  of the Warrant,  the Company will, at the Company's
expense,  make and deliver a new  Warrant,  of like tenor,  in lieu of the lost,
stolen, destroyed or mutilated Warrant.

                                       7
<PAGE>

            8.2  Exchange.  The Holder may exchange  this Warrant at his option,
upon  presentation and surrender of this Warrant to Company,  for other Warrants
of different  denominations,  entitling  the Holder to purchase in the aggregate
the same number of Warrant  Shares.  A Warrant  may be divided or combined  with
other  Warrants  that carry the same rights,  upon  presentation  thereof at the
principal  office of the Company,  together with written  notice  specifying the
names and denominations in which new Warrants are to be issued and signed by the
holder  thereof.  In order to effect an exchange  permitted by this Section 8.2,
the Holder shall  deliver to the Company this Warrant  accompanied  by a written
request  signed by the Holder  specifying  the number and  denominations  of the
Warrant or the Warrants to be issued in such exchange and the names in which the
Warrant or Warrants  are to be issued.  As promptly  as  practicable  but in any
event within ten (10)  Business  Days of receipt of such a request,  the Company
shall, without charge, issue, register and deliver to the Holder each Warrant to
be issued in such exchange.

      9. Fractional  Shares.  No fractional shares shall be issued upon exercise
of this Warrant. The Company shall, in lieu of issuing any fractional share, pay
the  Holder  entitled  to such  fraction  a sum in cash  equal to such  fraction
(calculated to the nearest 1/100th of a share)  multiplied by the then effective
Exercise Price on the date the Form of Subscription is received by the Company.

      10.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors of the Company
and the  Holder.  The  provisions  of this  Warrant  are  intended to be for the
benefit  of all  Holders  from  time  to  time of this  Warrant,  and  shall  be
enforceable by any such Holder.


                                       8
<PAGE>


                               NOTICE OF EXERCISE

(To be signed only upon exercise of Warrant)

To:   Innovative Card Technologies, Inc.

      The undersigned,  the holder of the attached Common Stock Warrant,  hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
for,  and to purchase  thereunder,  shares of Common  Stock of  Innovative  Card
Technologies,  Inc. (the "Company") and herewith makes payment (i) in cash or by
check,  (ii) cancellation of indebtedness or other obligations of the company to
the Holder, or by a combination of (i) and (ii), of $_________ therefor.  Please
issue the share  certificate  representing  the  warrant  shares in the name of:
____________________.

The warrant shares shall be delivered to:

---------------------
---------------------
---------------------

The  undersigned  represents  that he is acquiring such Common Stock for his own
account for investment and not with a view to or for sale in connection with any
distribution thereof.

DATED:  ___________

                                    -----------------------------------------
                                    (Signature must conform in all respects
                                    to name of  Holder as specified on the
                                    face of the Warrant)

                                    Name: ___________________________________

                                    Title: __________________________________


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