Exhibit "2"
                                       To
                       Innovative Card Technologies, Inc.
                      Subscription Application & Agreement


                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of ________  ___,  2005 among  Innovative  Card  Technologies,  Inc.,  a
Delaware corporation (the "Company"), and the subscribers signatory hereto (each
such subscriber is a "Subscriber" and collectively, the "Subscribers").

      This  Agreement  is  made  pursuant  to  the  Subscription  Application  &
Agreement,  dated as of the date hereof  among the  Company and the  Subscribers
(the "Offering").

      The Company and the Subscribers hereby agree as follows:

      1. Definitions

      Capitalized  terms used and not otherwise  defined herein that are defined
in the  Subscription  Agreement  shall have the meanings given such terms in the
Subscription  Agreement.  As used in this  Agreement,  the following terms shall
have the following meanings:

            "Advice" shall have the meaning set forth in Section 7(b).

            "Commission" means the Securities and Exchange Commission.

            "Common  Stock"  means the common  stock of the  Company,  par value
$0.001 per share,  and any other class of securities  into which such securities
may hereafter have been reclassified or changed into.

            "Common Stock  Equivalents"  means any  securities of the Company or
its  subsidiaries  which would entitle the holder thereof to acquire at any time
Common Stock,  including,  without  limitation,  any debt,  debentures,  rights,
options,  warrants or other  instrument that is at any time  convertible into or
exercisable  or  exchangeable  for, or otherwise  entitles the holder thereof to
receive, Common Stock.

            "Effective  Date"  means  the  date  that the  initial  Registration
Statement filed by the Company pursuant to this Registration Rights Agreement is
first declared effective by the Commission.

            "Effectiveness Date" means, with respect to the initial Registration
Statement  required to be filed  hereunder,  the 90th calendar day following the
date  hereof  (the  120th  calendar  day in the case of a "full  review"  by the
Commission)  and, with respect to any additional  Registration  Statements which
may be required  pursuant to Section  3(c),  the 75th calendar day following the
date on which the Company  first knows,  or reasonably  should have known,  that
such additional Registration Statement is required hereunder; provided, however,
in the event the  Company is notified  by the  Commission  that one of the above
Registration  Statements will not be reviewed or is no longer subject to further
review and comments,  the Effectiveness  Date as to such Registration  Statement
shall be the fifth  Trading  Day  following  the date on which the Company is so
notified if such date precedes the dates required above.
<PAGE>

            "Effectiveness  Period"  shall have the meaning set forth in Section
2(a).

            "Event" shall have the meaning set forth in Section 2(b).

            "Event Date" shall have the meaning set forth in Section 2(b).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and the rules and regulations promulgated thereunder.

            "Filing  Date"  means,  with  respect  to the  initial  Registration
Statement  required  hereunder,  the 30th calendar day following the date hereof
and,  with  respect  to any  additional  Registration  Statements  which  may be
required  pursuant to Section  3(c),  the 30thth day following the date on which
the Company first knows,  or reasonably  should have known that such  additional
Registration Statement is required hereunder.

            "Holder" or "Holders"  means any  Subscriber  who holds  Registrable
Securities  and any holder of  Registrable  Securities to whom the  registration
rights conferred by this Agreement have been transferred.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Plan of  Distribution"  shall have the meaning set forth in Section
2(a).

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus   included  in  a  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities  covered by a Registration  Statement,  and all other  amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

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<PAGE>

            "Registrable  Securities" means, as of the date in question, (i) all
of the shares of Common Stock underlying the Subscribed Units purchased pursuant
to the Subscription  Agreement,  (ii) any securities issued or issuable upon any
stock split,  dividend or other distribution,  recapitalization or similar event
with  respect to the  foregoing  and (iii) any  additional  shares  issuable  in
connection  with any  anti-dilution  provisions  associated  with the Subscribed
Units (in each case,  without giving effect to any  limitations set forth in the
warrants issued pursuant to the Subscription Agreement), provided, however, that
Registrable  Securities  shall not include any shares of Common  Stock that have
previously been registered or which have been sold to the public either pursuant
to a  registration  statement  or Rule 144, or which have been sold in a private
transaction  in which the  transferor's  rights  under  this  Agreement  are not
assigned.

            "Registration  Statement" means the registration statements required
to be filed hereunder and any additional registration statements contemplated by
Section  3(c),   including  (in  each  case)  the  Prospectus,   amendments  and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement  in  compliance  with the  Securities  Act and  applicable  rules  and
regulations thereunder.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same purpose and effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same purpose and effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same purpose and effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

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<PAGE>

            "Selling Shareholder Questionnaire" shall have the meaning set forth
in Section 3(a).

            "Trading  Day" means a day on which the Common  Stock is traded on a
Trading Market.


      2. Registration

            (a) On or prior to each Filing Date,  the Company shall use its best
efforts  to  prepare  and file  with the  Commission  a  Registration  Statement
covering  the resale of the  Registrable  Securities  on such Filing Date for an
offering to be made on a continuous basis pursuant to Rule 415. The Registration
Statement  shall be on Form S-3 (except if the  Company is not then  eligible to
register for resale the  Registrable  Securities on Form S-3, in which case such
registration  shall be on another  appropriate form in accordance  herewith) and
shall contain (unless otherwise directed by the Holders) substantially the "Plan
of  Distribution"  attached  hereto  as Annex A.  Subject  to the  terms of this
Agreement,  the  Company  shall  use its best  efforts  to cause a  Registration
Statement  to be  declared  effective  under the  Securities  Act as promptly as
possible  after the filing  thereof,  but in any event  prior to the  applicable
Effectiveness  Date,  and shall use its best  efforts to keep such  Registration
Statement  effective  under the  Securities Act by preparing and filing with the
Commission  such amendments and  supplements to the  Registration  Statement and
Prospectus  and taking such other  action,  if any, as may be  necessary to keep
such Registration Statement effective under the Securities Act until the earlier
of: (i) the date that all Registrable  Securities  covered by such  Registration
Statement  have been sold pursuant to the  Registration  Statement,  or (ii) the
date that all Registrable  Securities covered by the Registration  Statement may
be sold without volume restrictions pursuant to Rule 144(k) as determined by the
counsel to the Company  pursuant  to a written  opinion  letter to such  effect,
addressed  and  acceptable  to the  Company's  transfer  agent and the  affected
Holders  (the  "Effectiveness  Period").  The Company  shall use best efforts to
request effectiveness of a Registration  Statement as of 5:00 pm Eastern Time on
a Trading Day. The Company shall immediately notify the Holders via facsimile of
the  effectiveness of a Registration  Statement on the same Trading Day that the
Company telephonically  confirms effectiveness with the Commission,  which shall
be the date requested for effectiveness of a Registration Statement. The Company
shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date, file
a Form  424(b)  with the  Commission.  Failure to so notify the Holder  within 1
Trading Day of such notification shall be deemed an Event under Section 2(b).

            (b) If: (i) a Registration Statement is not filed on or prior to its
Filing Date (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a),  the Company  shall not be deemed to have  satisfied  this clause (i)), or
(ii) the Company fails to file with the Commission a request for acceleration in
accordance  with Rule 461  promulgated  under the  Securities  Act,  within five
Trading  Days of the date that the  Company is  notified  (orally or in writing,
whichever is earlier) by the Commission  that a Registration  Statement will not
be  "reviewed,"  or not  subject  to  further  review,  or  (iii)  prior  to its
Effectiveness  Date,  the Company  fails to file a  pre-effective  amendment and
otherwise  respond in writing to comments  made by the  Commission in respect of
such  Registration  Statement  within 10  calendar  days  after the  receipt  of
comments by or notice from the  Commission  that such  amendment  is required in
order  for a  Registration  Statement  to  be  declared  effective,  or  (iv)  a
Registration  Statement  filed or required to be filed hereunder is not declared
effective by the Commission by its Effectiveness Date (unless the reason for the
Registration Statement not being declared effective by the Effectiveness Date is
solely  attributable  to the  failure  of the  Holders  to  timely  provide  the
requisite   information  to  the  Company  with  respect  to  such  Registration
Statement), or (v) after the Effectiveness Date, a Registration Statement ceases
for any reason to remain effective as to all Registrable Securities for which it
is required to be  effective,  or the Holders are not  permitted  to utilize the
Prospectus  therein to resell such  Registrable  Securities  for 10  consecutive
calendar  days but no more than an  aggregate  of 15  calendar  days  during any
12-month  period (which need not be consecutive  Trading Days) (any such failure
or breach  being  referred to as an "Event",  and for  purposes of clause (i) or
(iv) the date on which such Event  occurs,  or for  purposes  of clause (ii) the
date on which such five  Trading  Day period is  exceeded,  or for  purposes  of
clause  (iii) the date which such 10  calendar  day period is  exceeded,  or for
purposes of clause (v) the date on which such 10 or 15 calendar  day period,  as
applicable,  is exceeded being referred to as "Event Date"), then in addition to
any other rights the Holders may have hereunder or under applicable law, on each
such Event Date and on each monthly  anniversary of each such Event Date (if the


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<PAGE>

applicable  Event shall not have been cured by such date)  until the  applicable
Event is  cured,  the  Company  shall pay to each  Holder an amount in cash,  as
partial liquidated damages and not as a penalty,  equal to 2.0% of the aggregate
purchase price paid by such Holder  pursuant to the  Subscription  Agreement for
any Registrable Securities then held by such Holder. If the Company fails to pay
any partial  liquidated  damages  pursuant to this  Section in full within seven
days after the date payable,  the Company will pay interest thereon at a rate of
18% per annum (or such lesser  maximum  amount that is  permitted  to be paid by
applicable  law) to the  Holder,  accruing  daily  from  the date  such  partial
liquidated  damages are due until such amounts,  plus all such interest thereon,
are paid in full. The partial  liquidated  damages  pursuant to the terms hereof
shall  apply on a daily  pro-rata  basis for any portion of a month prior to the
cure of an Event.

      3. Registration Procedures.

            In connection with the Company's registration obligations hereunder,
the Company shall:

      (a)  Not  less  than  five  Trading  Days  prior  to the  filing  of  each
Registration  Statement or any related Prospectus or any amendment or supplement
thereto  (including  any  document  that would be  incorporated  or deemed to be
incorporated  therein by  reference),  the  Company  shall,  (i) furnish to each
Holder copies of all such documents proposed to be filed, which documents (other
than those  incorporated  or deemed to be  incorporated  by  reference)  will be
subject  to the  review  of such  Holders,  and  (ii)  cause  its  officers  and
directors,  counsel and independent  certified public  accountants to respond to
such inquiries as shall be necessary,  in the  reasonable  opinion of respective
counsel  to  conduct  a  reasonable  investigation  within  the  meaning  of the
Securities Act. The Company shall not file a Registration  Statement or any such
Prospectus or any  amendments or  supplements  thereto to which the Holders of a
majority of the Registrable  Securities shall  reasonably  object in good faith,
provided  that,  the Company is notified of such  objection  in writing no later
than 5 Trading  Days after the  Holders  have been so  furnished  copies of such
documents.   Each   Holder   agrees  to  furnish  to  the  Company  a  completed
Questionnaire  in the form  attached  to this  Agreement  as Annex B (a "Selling
Shareholder  Questionnaire")  not less than two Trading Days prior to the Filing
Date or by the end of the fourth  Trading Day  following  the date on which such
Holder receives draft materials in accordance with this Section.

                                       5
<PAGE>

      (b) (i) Prepare and file with the Commission  such  amendments,  including
post-effective  amendments,  to a Registration Statement and the Prospectus used
in  connection  therewith as may be necessary to keep a  Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period and prepare and file with the Commission  such  additional
Registration Statements in order to register for resale under the Securities Act
all of the  Registrable  Securities;  (ii) cause the  related  Prospectus  to be
amended or supplemented by any required  Prospectus  supplement  (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant
to Rule 424;  and (iii)  respond  as  promptly  as  reasonably  possible  to any
comments  received from the Commission with respect to a Registration  Statement
or any  amendment  thereto and as promptly as  reasonably  possible  provide the
Holders  true  and  complete  copies  of  all  correspondence  from  and  to the
Commission relating to a Registration Statement.

      (c) Notify the Holders of Registrable  Securities to be sold (which notice
shall,  pursuant  to clauses  (ii)  through  (v) hereof,  be  accompanied  by an
instruction  to suspend the use of the  Prospectus  until the requisite  changes
have been made) as promptly as reasonably  possible  (and, in the case of (i)(A)
below,  not less than five Trading Days prior to such filing) and (if  requested
by any such Person) confirm such notice in writing no later than one Trading Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to a  Registration  Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders);  and (C) with
respect to a Registration  Statement or any post-effective  amendment,  when the
same has become  effective;  (ii) of any request by the  Commission or any other
Federal or state  governmental  authority  for  amendments or  supplements  to a
Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission or any other federal or state governmental  authority
of any stop order  suspending  the  effectiveness  of a  Registration  Statement
covering  any or all of the  Registrable  Securities  or the  initiation  of any
Proceedings  for  that  purpose;  (iv)  of the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (v) of the  occurrence  of any event or passage of time that makes
the financial  statements  included in a Registration  Statement  ineligible for
inclusion  therein  or  any  statement  made  in  a  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material  respect or that  requires any  revisions to a
Registration Statement,  Prospectus or other documents so that, in the case of a
Registration  Statement  or the  Prospectus,  as the  case  may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

                                       6
<PAGE>

      (d) Use its best efforts to avoid the  issuance of, or, if issued,  obtain
the withdrawal of (i) any order  suspending the  effectiveness of a Registration
Statement,  or (ii) any  suspension  of the  qualification  (or  exemption  from
qualification)   of  any  of  the   Registrable   Securities  for  sale  in  any
jurisdiction, at the earliest practicable moment.

      (e) Furnish to each Holder, without charge, at least one conformed copy of
each such Registration Statement and each amendment thereto, including financial
statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by reference to the extent  requested by such Person,  and
all exhibits to the extent requested by such Person  (including those previously
furnished  or  incorporated  by  reference)  promptly  after the  filing of such
documents with the Commission.

      (f) Promptly deliver to each Holder, without charge, as many copies of the
Prospectus  or  Prospectuses  (including  each  form  of  prospectus)  and  each
amendment  or  supplement  thereto as such  Persons  may  reasonably  request in
connection with resales by the Holder of Registrable Securities.  Subject to the
terms  of  this  Agreement,  the  Company  hereby  consents  to the  use of such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto, except after
the giving on any notice pursuant to Section 3(c).

      (g) Prior to any resale of  Registrable  Securities  by a Holder,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption from the Registration or qualification) of such Registrable Securities
for the  resale  by the  Holder  under the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  reasonably  requests  in
writing,  to keep each  registration or qualification  (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of
the Registrable  Securities  covered by each Registration  Statement;  provided,
that the Company  shall not be required to qualify  generally  to do business in
any jurisdiction  where it is not then so qualified,  subject the Company to any
material tax in any such jurisdiction  where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

      (h) If requested by the Holders,  cooperate with the Holders to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which  certificates  shall be free, to the extent  permitted by the Subscription
Agreement and Registration  Statement, of all restrictive legends, and to enable
such Registrable  Securities to be in such  denominations and registered in such
names as any such Holders may request.

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<PAGE>

      (i) Upon the  occurrence of any event  contemplated  by this Section 3, as
promptly as reasonably possible under the circumstances  taking into account the
Company's good faith  assessment of any adverse  consequences to the Company and
its stockholders of the premature disclosure of such event, prepare a supplement
or amendment,  including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document so
that,  as  thereafter  delivered,  neither  a  Registration  Statement  nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  If the Company  notifies the Holders in accordance with clauses
(ii)  through  (v) of Section  3(c) above to suspend  the use of any  Prospectus
until the requisite  changes to such Prospectus have been made, then the Holders
shall suspend use of such  Prospectus.  The Company will use its best efforts to
ensure  that  the  use of  the  Prospectus  may be  resumed  as  promptly  as is
practicable.  The Company  shall be  entitled  to exercise  its right under this
Section  3(i) to  suspend  the  availability  of a  Registration  Statement  and
Prospectus,  subject to the payment of partial  liquidated  damages  pursuant to
Section 2(b),  for a period not to exceed 60 days (which need not be consecutive
days) in any 12 month period.

      (j) During the period when  copies of the  Prospectus  are  required to be
delivered  under the  Securities  Act, file all  documents  required to be filed
pursuant to the Exchange Act of 1934, as amended,  and all applicable  rules and
regulations thereunder.

      (k) The Company may require each selling  Holder to furnish to the Company
a certified  statement as to the number of shares of Common  Stock  beneficially
owned by such Holder and, if required by the Commission, the person thereof that
has voting and dispositive control over the Shares.  During any periods that the
Company  is  unable  to meet  its  obligations  hereunder  with  respect  to the
registration  of the Registrable  Securities  solely because any Holder fails to
furnish such information within three Trading Days of the Company's request, any
liquidated  damages  that are accruing at such time as to such Holder only shall
be tolled and any Event that may  otherwise  occur solely  because of such delay
shall be suspended as to such Holder only,  until such  information is delivered
to the Company.

      4.  Registration   Expenses.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue  Sky  qualifications  or  exemptions  of  the  Registrable  Securities  and
determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such jurisdictions as requested by the Holders), (ii) printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  reasonably  requested  by the  holders  of a  majority  of the
Registrable Securities included in a Registration  Statement),  (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance,  if the Company so desires such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this  Agreement.  In addition,  the Company shall be responsible  for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the

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transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
provided for in the Subscription Agreement, any legal fees or other costs of the
Holders.

      5. Indemnification

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each  Holder,  the  officers,  directors,  and each person who controls any such
Holder  (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act), to the fullest extent  permitted by applicable  law, from and
against any and all losses,  claims,  damages,  liabilities,  costs  (including,
without  limitation,  reasonable  attorneys'  fees) and expenses  (collectively,
"Losses"),  as incurred,  to which such Holders or such controlling  persons may
become  subject  insofar as such Losses  arise out of or relate to any untrue or
alleged  untrue  statement  of a  material  fact  contained  in  a  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement thereto or in any preliminary  prospectus,  or arise out of or relate
to any  omission or alleged  omission of a material  fact  required to be stated
therein  or  necessary  to make  the  statements  therein  (in  the  case of any
Prospectus  or form  of  prospectus  or  supplement  thereto,  in  light  of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (i) such untrue  statements or omissions are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company by such Holder  expressly  for use  therein,  or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder  expressly for use in a Registration  Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
(it being  understood  that the  Holder  has  approved  Annex A hereto  for this
purpose) or (ii) in the case of an occurrence of an event of the type  specified
in Section  3(c)(ii)-(v),  the use by such Holder of an  outdated  or  defective
Prospectus  after the  Company  has  notified  such  Holder in writing  that the
Prospectus  is outdated or defective  and prior to the receipt by such Holder of
the Advice  contemplated  in Section 7(b).  The Company shall notify the Holders
promptly of the institution,  threat or assertion of any Proceeding arising from
or in connection with the  transactions  contemplated by this Agreement of which
the Company is aware.

                                       9
<PAGE>

      (b)  Indemnification  by Holders.  Each Holder  shall,  severally  and not
jointly,  indemnify and hold harmless the Company, its directors,  officers, and
each person who  controls  the Company  (within the meaning of Section 15 of the
Securities  Act and  Section 20 of the  Exchange  Act),  to the  fullest  extent
permitted by applicable law, from and against all Losses, as incurred,  to which
the Company,  each of its directors,  officers or controlling persons may become
subject  insofar as such  Losses  arise out of or based  solely  upon:  (x) such
Holder's  failure to comply with the  prospectus  delivery  requirements  of the
Securities  Act, (y) any untrue or alleged  untrue  statement of a material fact
contained  in  any  Registration  Statement,  any  Prospectus,  or any  form  of
prospectus,  or in any  amendment or  supplement  thereto or in any  preliminary
prospectus,  or arise out of or relate to any omission or alleged  omission of a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  (i) to the extent,  but only to the extent,  that such
untrue  statement or omission is contained  in any  information  so furnished in
writing  by such  Holder  to the  Company  specifically  for  inclusion  in such
Registration  Statement or such  Prospectus  or (ii) to the extent that (1) such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in a
Registration Statement (it being understood that the Holder has approved Annex A
hereto for this purpose),  such  Prospectus or such form of Prospectus or in any
amendment or supplement  thereto or (2) in the case of an occurrence of an event
of the type  specified  in Section  3(c)(ii)-(v),  the use by such  Holder of an
outdated or defective  Prospectus  after the Company has notified such Holder in
writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice  contemplated  in Section 7(b), and (z) on the part of
such Holder to comply with the  agreements  contained in Section _6 _with regard
to the sale of the  Registrable  Securities.  In no event shall the liability of
any selling Holder  hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

      (c) Conduct of  Indemnification  Proceedings.  If any Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant  to this  Agreement,  except  (and only) to the extent that it shall be
finally determined by a court of competent  jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the Indemnifying Party.

                                       10
<PAGE>

      An Indemnified  Party shall have the right to employ  separate  counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall reasonably believe that a material conflict of interest is likely to exist
if  the  same  counsel  were  to  represent  such  Indemnified   Party  and  the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and the reasonable fees and expenses of one
separate  counsel  shall  be at the  expense  of the  Indemnifying  Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such Proceeding.

      Subject to the terms of this  Agreement,  all reasonable fees and expenses
of the Indemnified  Party (including  reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party,  as incurred,  within ten Trading Days of written  notice  thereof to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable to such actions for which such  Indemnified  Party is not entitled to
indemnification  hereunder,  determined  based upon the  relative  faults of the
parties.

      (d)  Contribution.  If the  indemnification  under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses,  then each  Indemnifying  Party shall contribute to the
amount  paid or payable by such  Indemnified  Party,  in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the  limitations set forth in this  Agreement,  any reasonable  attorneys' or
other reasonable fees or expenses  incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

                                       11
<PAGE>

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.

      6. Resales of Securities

                  (a) Each Holder  covenants  and agrees not to make any sale of
all  or  a  portion  of  the  Registrable   Securities  without  satisfying  the
requirements  of the  Securities Act and the rules and  regulations  thereunder,
including,  in the event of any resale  under the  Registration  Statement,  the
prospectus delivery requirements under the Securities Act as applicable to it.

            (b) Each Holder agrees that it will  promptly  notify the Company of
any changes in the information set forth in the Registration Statement regarding
the Holder or its plan of distribution.

7. Miscellaneous

      (a) Remedies.  In the event of a breach by the Company or by a Holder,  of
any of their  obligations under this Agreement,  each Holder or the Company,  as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

      (b)  Discontinued  Disposition.  Each Holder agrees by its  acquisition of
such  Registrable  Securities that, upon receipt of a notice from the Company of
the  occurrence of any event of the kind  described in Section 3(c) or any other
event requiring  discontinued use of the Prospectus,  such Holder will forthwith
discontinue  disposition  of such  Registrable  Securities  under a Registration
Statement  until  such  Holder's  receipt  of the  copies  of  the  supplemented
Prospectus  and/or  amended  Registration  Statement,  or until it is advised in
writing (the "Advice") by the Company that the use of the applicable  Prospectus
may be resumed,  and, in either case,  has received  copies of any additional or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration Statement. The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as promptly
as it practicable.  The Company agrees and acknowledges  that any periods during
which the Holder is required to discontinue  the  disposition of the Registrable
Securities hereunder shall be subject to the provisions of Section 2(b).

                                       12
<PAGE>

      (c) Amendments and Waivers.  The provisions of this  Agreement,  including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless the same shall be in writing  and signed by the  Company and each
Holder  of the then  outstanding  Registrable  Securities.  Notwithstanding  the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates  exclusively to the rights of Holders and that does not
directly  or  indirectly  affect  the  rights of other  Holders  may be given by
Holders of all of the  Registrable  Securities  to which such  waiver or consent
relates;  provided,  however,  that the  provisions  of this sentence may not be
amended,  modified,  or supplemented except in accordance with the provisions of
the immediately preceding sentence.

      (d) Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Subscription Agreement.

      (e) Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall inure to the  benefit of each  Holder.  Each  Holder may assign  their
respective  rights hereunder in the manner and to the Persons as permitted under
the Subscription Agreement.

      (f)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement  with  respect  to its  securities,  that  would  have the  effect  of
impairing  the rights  granted to the  Holders in this  Agreement  or  otherwise
conflicts  with the  provisions  hereof.  Except as set forth on Schedule  7(i),
neither the Company nor any of its subsidiaries has previously  entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

      (g)  Execution  and  Counterparts.  This  Agreement may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                                       13
<PAGE>

      (h) Governing Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this Agreement shall be determined with the
provisions of the Subscription Agreement.

      (i) Cumulative  Remedies.  The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.

      (j) Severability.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

      (k)  Headings.  The  headings in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

      (l) Independent Nature of Holders' Obligations and Rights. The obligations
of each Holder  hereunder are several and not joint with the  obligations of any
other Holder  hereunder,  and no Holder shall be  responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing contained
herein or in any other  agreement or document  delivered at any closing,  and no
action  taken by any  Holder  pursuant  hereto  or  thereto,  shall be deemed to
constitute the Holders as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by this  Agreement.  Each Holder  shall be entitled to protect and
enforce its rights,  including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.

                              ********************


                                       14
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this  Registration  Rights
Agreement as of the date first written above.


                                            INNOVATIVE CARD TECHNOLOGIES, INC.


                                            By:_____________________________
                                               Name:
                                               Title:


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       15
<PAGE>

Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________


                           [SIGNATURE PAGES CONTINUE]


                                       16
<PAGE>

                                     ANNEX A

                              Plan of Distribution

      Each Selling Stockholder (the "Selling  Stockholders") of the common stock
("Common Stock") of Innovative Card Technologies,  Inc., a Delaware  corporation
(the "Company") and any of their pledgees,  assignees and successors-in-interest
may,  from time to time,  sell any or all of their shares of Common Stock on the
Trading Market or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits purchasers;

      o     block  trades in which the  broker-dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker-dealer  as  principal  and  resale  by  the
            broker-dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     settlement of short sales  entered into after the effective  date of
            the registration statement of which this prospectus is a part;

      o     broker-dealers  may agree with the  Selling  Stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale;

      o     through  the  writing or  settlement  of  options  or other  hedging
            transactions, whether through an options exchange or otherwise; or

      o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       17
<PAGE>

      In connection with the sale of the Common Stock or interests therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
Common Stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the Common  Stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the Common
Stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The  Selling  Stockholders  and any  broker~dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker~dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

      The Company is required to pay certain fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has advised us that they have not entered  into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the resale shares. There is no underwriter or coordinating
broker acting in  connection  with the proposed sale of the resale shares by the
Selling Stockholders.

      We agreed to keep this  prospectus  effective until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(e) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

                                       18
<PAGE>

      Under applicable rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making  activities with respect to the Common Stock for the applicable
restricted  period, as defined in Regulation M, prior to the commencement of the
distribution.   In  addition,  the  Selling  Stockholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including Regulation M, which may limit the timing of purchases and
sales of shares of the Common  Stock by the  Selling  Stockholders  or any other
person.  We  will  make  copies  of this  prospectus  available  to the  Selling
Stockholders  and  have  informed  them of the  need to  deliver  a copy of this
prospectus to each purchaser at or prior to the time of the sale.


                                       19
<PAGE>

                                     Annex B

                       INNOVATIVE CARD TECHNOLOGIES, INC.

                 Selling Securityholder Notice and Questionnaire

      The  undersigned  beneficial  owner of common stock,  par value $0.001 per
share (the "Common Stock"),  of Innovative Card  Technologies,  Inc., a Delaware
corporation (the "Company"), (the "Registrable Securities") understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the  "Commission")  a registration  statement on Form S-3 (or if the Company is
ineligible  to use Form S-3,  then on Form SB-2 or Form S-1) (the  "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities  Act"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
August ___, 2005 (the "Registration  Rights  Agreement"),  among the Company and
the Subscribers  named therein.  A copy of the Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

      Certain   legal   consequences   arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

      The  undersigned  beneficial  owner  (the  "Selling   Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.

                                       20
<PAGE>

The undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       Name.

         (a)      Full Legal Name of Selling Securityholder

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

         (b)      Full Legal Name of Registered Holder (if not the same as (a)
                  above) through which Registrable Securities Listed in Item 3
                  below are held:

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


         (c)      Full Legal Name of Natural Control Person (which means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities covered by the
                  questionnaire):

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


2.  Address for Notices to Selling Securityholder:


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

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

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

Telephone:
          ----------------------------------------------------------------------
Fax:
          ----------------------------------------------------------------------

Contact Person:
               -----------------------------------------------------------------

3.  Beneficial Ownership of Registrable Securities:

         (a) Type and Number of Registrable Securities beneficially owned:


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

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

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

                                       21
<PAGE>



4.  Broker-Dealer Status:

      (a)   Are you a broker-dealer?

                                            Yes |_|     No |_|

      (b)   If  "yes"  to  Section  4(a),  did  you  receive  your   Registrable
            Securities as compensation  for investment  banking  services to the
            Company.

                                            Yes |_|     No |_|

      Note: If no,  the  Commission's  staff has  indicated  that you  should be
            identified as an underwriter in the Registration Statement.

      (c)   Are you an affiliate of a broker-dealer?

                                            Yes |_|     No |_|

      (d)   If you are an affiliate of a broker-dealer,  do you certify that you
            bought  the  Registrable   Securities  in  the  ordinary  course  of
            business,  and  at  the  time  of the  purchase  of the  Registrable
            Securities to be resold,  you had no  agreements or  understandings,
            directly  or   indirectly,   with  any  person  to  distribute   the
            Registrable Securities?

                                            Yes |_|     No |_|

      Note: If no,  the  Commission's  staff has  indicated  that you  should be
            identified as an underwriter in the Registration Statement.

      5.    Beneficial Ownership of Other Securities of the Company Owned by the
            Selling Securityholder.

            Except as set forth below in this Item 5, the undersigned is not the
            beneficial  or  registered  owner of any  securities  of the Company
            other than the Registrable Securities listed above in Item 3.

            (a)   Type and Amount of Other Securities  beneficially owned by the
                  Selling Securityholder:

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

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



                                       22
<PAGE>

6.    Relationships with the Company:

      Except  as  set  forth  below,  neither  the  undersigned  nor  any of its
      affiliates,  officers, directors or principal equity holders (owners of 5%
      of more of the equity securities of the undersigned) has held any position
      or office or has had any other material  relationship with the Company (or
      its predecessors or affiliates) during the past three years.

      State any exceptions here:


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      The undersigned  agrees to promptly notify the Company of any inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

      By signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

      IN WITNESS WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                          Beneficial Owner:
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                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


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