INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (“Agreement”) is effective as of this 19th day of
      November 2007, by and between Innovative Card Technologies, Inc., a Delaware
      corporation (the “Company”), and ________________ (“Indemnitee”).

     

    WHEREAS,
      the Company and Indemnitee recognize the continued difficulty in obtaining
      liability insurance for its directors, officers, employees, agents and
      fiduciaries, the significant increases in the cost of such insurance and the
      general reductions in the coverage of such insurance;

     

    WHEREAS,
      the Company and Indemnitee further recognize the substantial increase in
      corporate litigation in general, subjecting directors, officers, employees,
      agents and fiduciaries to expensive litigation risks at the same time as the
      availability and coverage of liability insurance has been severely
      limited;

     

    WHEREAS,
      Indemnitee does not regard the current protection available as adequate under
      the present circumstances, and the Indemnitee and other directors, officers,
      employees, agents and fiduciaries of the Company may not be willing to continue
      to serve in such capacities without additional protection; and 

     

    WHEREAS,
      the Company desires to attract and retain the services of highly qualified
      individuals, such as Indemnitee, to serve the Company and, in part, in order
      to
      induce Indemnitee to continue to provide services to the Company, wishes to
      provide for the indemnification and advancing of expenses to Indemnitee to
      the
      maximum extent permitted by law.

     

    NOW,
      THEREFORE, the Company and Indemnitee hereby agree as follows:

     

    1. Indemnification.

     

    (a) Indemnification
      of Expenses.
      The
      Company shall indemnify Indemnitee
      to the fullest extent permitted by law if Indemnitee was or is or becomes a
      party to or witness or other participant in, or is threatened to be made a
      party
      to or witness or other participant in, any pending or filed action, suit,
      proceeding or alternative dispute resolution mechanism, or any hearing, inquiry
      or investigation presided over by a federal or state government agency or body
      that Indemnitee in good faith believes might lead to the institution of any
      such
      action, suit, proceeding or alternative dispute resolution mechanism, whether
      civil, criminal, administrative, investigative or other (hereinafter a “Claim”)
      by reason of (or arising in part out of) any event or occurrence related to
      the
      fact that Indemnitee is or was a director, officer, employee, consultant, agent
      or fiduciary of the Company; or any subsidiary of the Company, or is or was
      serving at the request of the Company as a director, officer, employee, agent
      or
      fiduciary of another corporation, partnership, joint venture, trust or other
      enterprise, or by reason of any action or inaction on the part of Indemnitee
      while serving in such capacity (hereinafter an “Indemnifiable Event”) against
      any and all expenses (including attorneys’ fees and all other costs, expenses
      and obligations incurred in connection with investigating, defending, being
      a
      witness in or participating in (including on appeal), or preparing to defend,
      be
      a witness in or participate in, any such action, suit, proceeding, alternative
      dispute resolution mechanism, hearing, inquiry or investigation), judgments,
      fines, penalties and amounts paid in settlement (if such settlement is approved
      in advance by the Company, which approval shall not be unreasonably withheld)
      of
      such Claim and any federal, state, local or foreign taxes imposed on the
      Indemnitee as a result of the actual or deemed receipt of any payments under
      this Agreement (collectively, hereinafter “Expenses”), including all interest,
      assessments and other charges paid or payable in connection with or in respect
      of such Expenses. Such payment of Expenses shall be made by the Company as
      soon
      as practicable but in any event no later than five (5) business days after
      written demand by Indemnitee therefor is presented to the Company. However,
      Indemnitee acknowledges and agrees that no indemnification of expenses shall
      be
      required with respect to: (a) any settlement by Indemnitee effected without
      the
      Company’s prior written consent, which shall not be unreasonably withheld or
      delayed; (b) Indemnitee’s breach of any of the representations, warranties,
      covenants or agreements made by Indemnitee in any agreement with the Company;
      and (c) any conduct by Indemnitee which constitutes fraud, gross negligence,
      willful misconduct or malfeasance.

     

    
      
        
        

      

      
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    (b) Reviewing
      Party.
      Notwithstanding the foregoing, (i) the obligations
      of the Company under Section 1(a) shall be subject to the condition that the
      Reviewing Party (as described in Section 10(e) hereof) shall not have determined
      (in a written opinion, in any case in which the Independent Legal Counsel
      referred to in Section 1(c) hereof is involved) that Indemnitee would not be
      permitted to be indemnified under applicable law, and (ii) the obligation of
      the
      Company to make an advance payment of Expenses to Indemnitee pursuant to Section
      2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and
      to the extent that the Reviewing Party determines that Indemnitee would not
      be
      permitted to be so indemnified under applicable law, the Company shall be
      entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
      Company) for all such amounts theretofore paid; provided, however, that if
      Indemnitee has commenced or thereafter commences legal proceedings in a court
      of
      competent jurisdiction to secure a determination that Indemnitee should be
      indemnified under applicable law, any determination made by the Reviewing Party
      that Indemnitee would not be permitted to be indemnified under applicable law
      shall not be binding and Indemnitee shall not be required to reimburse the
      Company for any Expense Advance until a final judicial determination is made
      with respect thereto (as to which all rights of appeal therefrom have been
      exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any
      Expense Advance shall be unsecured and no interest shall be charged thereon.
      If
      there has not been a Change in Control (as defined in Section 10(c) hereof),
      the
      Reviewing Party shall be selected by the Board of Directors, and if there has
      been such a Change in Control (other than a Change in Control which has been
      approved by a majority of the Company’s Board of Directors who were directors
      immediately prior to such Change in Control), the Reviewing Party shall be
      the
      Independent Legal Counsel referred to in Section 1(c) hereof. If there has
      been
      no determination by the Reviewing Party or if the Reviewing Party determines
      that Indemnitee substantively would not be permitted to be indemnified in whole
      or in part under applicable law, Indemnitee shall have the right to commence
      litigation seeking an initial determination by the court or challenging any
      such
      determination by the Reviewing Party or any aspect thereof, including the legal
      or factual bases therefor, and the Company hereby consents to service of process
      and to appear in any such proceeding. Any determination by the Reviewing Party
      otherwise shall be conclusive and binding on the Company and
      Indemnitee.

    


    
      
        
        

      

      
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    (c) Change
      in Control.
      The
      Company agrees that if there is a Change in
      Control of the Company (other than a Change in Control which has been approved
      by a majority of the Company’s Board of Directors who were directors immediately
      prior to such Change in Control) then with respect to all matters thereafter
      arising concerning the rights of Indemnitee to payments of Expenses and Expense
      Advances under this Agreement or any other agreement or under the Company’s
      Certificate of Incorporation or Bylaws as now or hereafter in effect,
      Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected
      by the Indemnitee and approved by the Company (which approval shall not be
      unreasonably withheld). Such counsel, among other things, shall render its
      written opinion to the Company and Indemnitee as to whether and to what extent
      Indemnitee would have permitted to be indemnified under applicable law and
      the
      Company agrees to abide by such opinion. The Company agrees to pay the
      reasonable fees of the Independent Legal Counsel referred to above and to fully
      indemnify such counsel against any and all expenses (including attorneys’ fees),
      claims, liabilities and damages arising out of or relating to this Agreement
      or
      its engagement pursuant hereto.

    


    (d) Mandatory
      Payment of Expenses.
      Notwithstanding any other provision
      of this Agreement other than Section 9 hereof, to the extent that Indemnitee
      has
      prevailed on the merits or otherwise, including, without limitation, the
      dismissal of an action without prejudice, in defense of any action, suit,
      proceeding, inquiry or investigation referred to in Section (1) (a) hereof
      or in
      the defense of any claim, issue or matter therein, Indemnitee shall be
      indemnified against all Expenses incurred by the Indemnitee in connection
      therewith. 

     

    2. Expenses;
      Indemnification Procedure.

     

    (a) Advancement
      of Expenses.
      The
      Company shall advance all Expenses
      incurred by the Indemnitee. The advances to be made hereunder shall be paid
      by
      the Company to Indemnitee as soon as practicable but in any event no later
      than
      five days after written demand by Indemnitee therefor to the
      Company.

    


    (b) Notice/Cooperation
      by Indemnitee.
      Indemnitee shall, as a condition
      precedent to Indemnitee’s right to be indemnified under this Agreement, give the
      Company notice in writing as soon as practicable of any claim made against
      Indemnitee for which indemnification will or could be sought under this
      Agreement. Notice to the Company shall be directed to the Chairman of the Board
      of Directors of the Company at the address shown on the signature page of this
      Agreement (or such other address as the Company shall designate in writing
      to
      the Indemnitee). In addition, Indemnitee shall give the Company such information
      and cooperation as it may reasonably require and as shall be within Indemnitee’s
      power.

    


    
      
        
        

      

      
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    (c) No
      Presumptions; Burden of Proof.
      For
      purposes of this Agreement,
      the termination of any Claim by judgment, order, settlement (whether with or
      without court approval) or conviction, or upon a plea of nolo
      contendere,
      or its
      equivalent, shall not create of presumption that Indemnitee did not meet any
      particular standard of conduct or have any particular belief or that a court
      has
      determined that indemnification is not permitted by applicable law. In addition,
      neither the failure of the Reviewing Party to have made a determination as
      to
      whether Indemnitee has met any particular standard of conduct or had any
      particular belief, nor an actual determination by the Reviewing Party that
      Indemnitee has not met such standard of conduct or did not have such belief,
      prior to the commencement of legal proceedings by Indemnitee to secure a
      judicial determination that Indemnitee should be indemnified under applicable
      law, shall be a defense to Indemnitee’s claim or create a presumption that
      Indemnitee has not met any particular standard of conduct or did not have any
      particular belief. In connection with any determination by the Reviewing Party
      or otherwise as to whether the Indemnitee is entitled to be indemnified
      hereunder, the burden of proof shall be on the Company to establish that
      Indemnitee is not so entitled.

    


    (d) Notice
      to Insurers.
      If, at
      the time of the receipt by the Company of a
      notice
      of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance
      in effect which may cover such Claim, the Company shall give prompt notice
      of
      the commencement of such Claim to the insurers in accordance with the procedures
      set forth in the respective policies. The Company shall thereafter take all
      necessary or desirable action to cause such insurers to pay, on behalf of the
      Indemnitee, all amounts payable as a result of such action, suit, proceeding,
      inquiry or investigation in accordance with the terms of such
      policies.

    


    (e) Selection
      of Counsel.
      In the
      event the Company shall be obligated hereunder
      to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled
      to assume the defense of such Claim with counsel approved by Indemnitee, upon
      the delivery to Indemnitee of written notice of its election so to do. After
      delivery of such notice, approval of such counsel by Indemnitee and the
      retention of such counsel by the Company, the Company will not be liable to
      Indemnitee under this Agreement for any fees of counsel subsequently incurred
      by
      Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall
      have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s
      expense and (ii) if (A) the employment of counsel by Indemnitee has been
      previously authorized by the Company, (B) Indemnitee shall have reasonably
      concluded that there may be a conflict of interest between the Company and
      Indemnitee in the conduct of any such defense, or (C) the Company shall not
      continue to retain such counsel to defend such Claim, then the fees and expenses
      of Indemnitee’s counsel shall be at the expense of the Company.

     

    3. Additional
      Indemnification Rights; Nonexclusivity.

     

    (a) Scope.
      The
      Company hereby agrees to indemnify the Indemnitee to
      the
      fullest extent permitted by law, notwithstanding that such indemnification
      is
      not specifically authorized by the other provisions of this Agreement, the
      Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In
      the event of any change after the date of this Agreement in any applicable
      law,
      statute or rule which expands the right of a Delaware corporation to indemnify
      a
      member of its Board of Directors or an officer, employee, agent or fiduciary,
      it
      is the intent of the parties hereto that Indemnitee shall enjoy by this
      Agreement the greater benefits afforded by such change. In the event of any
      change in any applicable law, statute or rule which narrows the right of a
      Delaware corporation to indemnify a member of its Board of Directors or an
      officer, employee, agent or fiduciary, such change, to the extent not otherwise
      required by such law, statute or rule to be applied to this Agreement, shall
      have no effect on this Agreement or the parties’ rights and obligations
      hereunder except as set forth in Section 8(a) hereof.

    


    
      
        
        

      

      
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    (b) Nonexclusivity.
      The
      indemnification provided by this Agreement shall
      be
      in addition to any rights to which Indemnitee may be entitled under the
      Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of
      stockholders or disinterested directors, the General Corporation Law of the
      State of Delaware, or otherwise. The indemnification provided under this
      Agreement shall continue as to Indemnitee for any action taken or not taken
      while serving in an indemnified capacity even though Indemnitee may have ceased
      to serve in such capacity.

     

    4. No
      Duplication of Payments.
      The
      Company shall not be liable under this Agreement
      to make any payment in connection with any Claim made against Indemnitee to
      the
      extent Indemnitee has otherwise actually received payment (under any insurance
      policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts
      otherwise indemnifiable hereunder.

     

    5. Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this
      Agreement to indemnification by the Company for some or a portion of Expenses
      incurred in connection with any Claim, but not, however, for all of the total
      amount thereof, the Company shall nevertheless indemnify Indemnitee for the
      portion of such Expenses to which Indemnitee is entitled.

    


    6. Mutual
      Acknowledgement.
      Both
      the Company and Indemnitee acknowledge
      that in certain instances, Federal law or applicable public policy may prohibit
      the Company from indemnifying its directors, officers, employees, agents or
      fiduciaries under this Agreement or otherwise. Indemnitee understands and
      acknowledges that the Company has undertaken or may be required in the future
      to
      undertake with the Securities and Exchange Commission to submit the question
      of
      indemnification to a court in certain circumstances for a determination of
      the
      Company’s right under public policy to indemnify Indemnitee.

    


    7. Liability
      Insurance.
      To the
      extent the Company maintains liability insurance
      applicable to directors, officers, employees, agents or fiduciaries, Indemnitee
      shall be covered by such policies in such a manner as to provide Indemnitee
      the
      same rights and benefits as are accorded to the most favorably insured of the
      Company’s directors, if Indemnitee is a director; or of the Company’s officers,
      if Indemnitee is not a director of the Company but is an officer; or of the
      Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer
      or director but is a key employee, agent or fiduciary.

     

    8. Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the
      Company shall not be obligated pursuant to the terms of this
      Agreement:

     

    
      
        
        

      

      
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    (a) Excluded
      Action or Omissions.
      To
      indemnify Indemnitee for acts, omissions
      or transactions from which Indemnitee may not be relieved of liability under
      applicable law. Moreover, Indemnitee acknowledges and agrees that no
      indemnification of expenses shall be required with respect to: (a) any
      settlement by Indemnitee effected without the Company’s prior written consent,
      which shall not be unreasonably withheld or delayed; (b) Indemnitee’s breach of
      any of the representations, warranties, covenants or agreements made by
      Indemnitee in any agreement with the Company; and (c) any conduct by Indemnitee
      which constitutes fraud, gross negligence, willful misconduct or
      malfeasance.

     

    (b) Claims
      Initiated by Indemnitee.
      To
      indemnify or advance expenses
      to Indemnitee with respect to Claims initiated or brought voluntarily by
      Indemnitee and not by way of defense, except (i) with respect to actions or
      proceedings brought to establish or enforce a right to indemnification under
      this Agreement or any other agreement or insurance policy or under the Company’s
      Certificate of Incorporation or Bylaws now or hereafter in effect relating
      to
      Claims for Indemnifiable Events, (ii) in specific cases if the Board of
      Directors has approved the initiation or bringing of such Claim, or (iii) as
      otherwise as required under Section 145 of the Delaware General Corporation
      Law,
      regardless of whether Indemnitee ultimately is determined to be entitled to
      such
      indemnification, advance expense payment or insurance recovery, as the case
      may
      be.

    


    (c) Lack
      of Good Faith.
      To
      indemnify Indemnitee for any expenses incurred
      by the Indemnitee with respect to any proceeding instituted by Indemnitee to
      enforce or interpret this Agreement, if a court of competent jurisdiction
      determines that each of the material assertions made by the Indemnitee in such
      proceeding was not made in good faith or was frivolous; or

    


    (d) Claims
      Under Section 16(b).
      To
      indemnify Indemnitee for expenses
      and the payment of profits arising from the purchase and sale by Indemnitee
      of
      securities in violation of Section 16(b) of the Securities Exchange Act of
      1934,
      as amended, or any similar successor statute.

    


    9. Period
      of Limitations.
      No
      legal action shall be brought and no cause of action
      shall be asserted by or in the right of the Company against Indemnitee,
      Indemnitee’s estate, spouse, heirs, executors or personal or legal
      representatives after the expiration of two years from the date of accrual
      of
      such cause of action, and any claim or cause of action of the Company shall
      be
      extinguished and deemed released unless asserted by the timely filing of a
      legal
      action within such two-year period; provided,
      however,
      that if
      any shorter period of limitations is otherwise applicable to any such cause
      of
      action, such shorter period shall govern.

    


    
      
        
        

      

      
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    10. Construction
      of Certain Phrases.

     

    (a) For
      purposes of this Agreement, references to the “Company” shall include,
      in addition to the resulting corporation, any constituent corporation (including
      any constituent of a constituent) absorbed in a consolidation or merger which,
      if its separate existence had continued, would have had power and authority
      to
      indemnify its directors, officers, employees, agents or fiduciaries, so that
      if
      Indemnitee is or was a director, officer, employee, agent or fiduciary of such
      constituent corporation, or is or was serving at the request of such constituent
      corporation as a director, officer, employee, agent or fiduciary of another
      corporation, partnership, joint venture, employee benefit plan, trust or other
      enterprise. Indemnitee shall stand in the same position under the provisions
      of
      this Agreement with respect to the resulting or surviving corporation as
      Indemnitee would have with respect to such constituent corporation if its
      separate existence had continued.

     

    (b) For
      purposes of this Agreement, references to “other enterprises” shall
      include employee benefit plans; references to “fines” shall include any excise
      taxes assessed on Indemnitee with respect to an employee benefit plan; and
      references to “serving at the request of the Company” shall include any service
      as a director, officer, employee, agent or fiduciary of the Company which
      imposes duties on, or involves services by, such director, officer, employee,
      agent or fiduciary with respect to an employee benefit plan, its participants
      or
      its beneficiaries; and if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in the interest of the participants and
      beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
      acted in a manner “not opposed to the best interests of the Company” as referred
      to in this Agreement.

    


    (c) For
      purposes of this Agreement a “Change in Control” shall be deemed
      to
      have occurred if (i) any “person” (as such term is used in Sections 13(d) and
      14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee
      or other fiduciary holding securities under an employee benefit plan of the
      Company or a corporation owned directly or indirectly by the stockholders of
      the
      Company in substantially the same proportions as their ownership of stock of
      the
      Company, (A) who is or becomes the beneficial owner, directly or indirectly,
      of
      securities of the Company representing 10% or more of the combined voting power
      of the Company’s then outstanding Voting Securities, increases his beneficial
      ownership of such securities by 5% or more over the percentage so owned by
      such
      person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under
      said Act), directly or indirectly, of securities of the Company representing
      more than 20% of the total voting power represented by the Company’s then
      outstanding Voting Securities, (ii) during any period of two consecutive years,
      the individuals who at the beginning of such period constitute the Board of
      Directors of the Company and any new director whose election by the Board of
      Directors or nomination for election by the Company’s stockholders was approved
      by a vote of at least two-thirds of the directors then still in office who
      either were directors at the beginning of the period or whose election or
      nomination for election was previously so approved, cease for any reason to
      constitute a majority thereof, or (iii) the stockholders of the Company approve
      a merger or consolidation of the Company with any other corporation other than
      a
      merger or consolidation which would result in the Voting Securities of the
      Company outstanding immediately prior thereto continuing to represent (either
      by
      remaining outstanding or by being converted into Voting Securities of the
      surviving entity) at least 80% of the total voting power represented by the
      Voting Securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation, or the stockholders of the
      Company approve a plan of complete liquidation of the Company or an agreement
      for the sale or disposition by the Company of (in one transaction or a series
      of
      transactions) all of substantially all of the Company’s assets.

     

    
      
        
        

      

      
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    (d) For
      purposes of this Agreement, “Independent Legal Counsel” shall
      mean an attorney or firm of attorneys, selected in accordance with the
      provisions of Section 1(c) hereof, who shall not have otherwise performed
      services for the Company or Indemnitee within the last three years (other than
      with respect to matters concerning the rights of Indemnitee under this
      Agreement, or of other indemnitees under similar indemnity
      agreements.)

     

    (e) For
      purposes of this Agreement, a “Reviewing Party” shall mean any
      appropriate person or body consisting of a member or members of the Company’s
      Board of Directors or any other person or body appointed by the Board of
      Directors who is not a party to the particular Claim for which Indemnitee is
      seeking indemnification, or Independent Legal Counsel.

    


    (f) For
      purposes of this Agreement, “Voting Securities” shall mean any
      securities of the Company that vote generally in the election of
      directors.

    


    11. Counterparts.
      This
      Agreement may be executed in one or more counterparts,
      each of which shall constitute an original.

    


    12. Binding
      Effect; Successors and Assigns.
      This
      Agreement shall be binding upon
      and
      inure to the benefit of and be enforceable by the parties hereto and their
      respective successors, assigns, including any direct or indirect successor
      by
      purchase, merger, consolidation or otherwise to all or substantially all of
      the
      business and/or assets of the Company, spouses, heirs, and personal and legal
      representatives. The Company shall require and cause any successor (whether
      direct or indirect by purchase, merger, consolidation or otherwise) to all,
      substantially all, or a substantial part, of the business and/or assets of
      the
      Company, by written agreement in form and substance satisfactory to Indemnitee,
      expressly to assume and agree to perform this Agreement in the same manner
      and
      to the same extent that the Company would be required to perform if no such
      succession had taken place. This Agreement shall continue in effect regardless
      of whether Indemnitee continues to serve as a director or officer of the Company
      or of any other enterprise at the Company’s request.

    


    13. Attorneys’
      Fees.
      In any
      claim or action between the Parties involving this Agreement,
      the prevailing party shall be entitled to recover from the other party, in
      addition to damages, injunctive or other relief, if any, all costs and expenses
      (whether or not allowable as “cost” items by law) reasonably incurred at, before
      and after trial or on appeal, or in any bankruptcy proceeding, including without
      limitation, attorneys’ fees, witness fees (expert or otherwise), deposition
      costs, copying charges and other expenses. 

     

    
      
        
        

      

      
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    14. Notice.
      All
      notices, requests, demands and other communication under this
      Agreement shall be in writing and shall be deemed duly given (i) if delivered
      by
      hand and signed for by the party addressed, on the date of such delivery, or
      (ii) if mailed by domestic certified or registered mail with postage prepaid,
      on
      the third business day after the date postmarked. Addresses for notice to either
      party are as shown on the signature page of this Agreement, or as subsequently
      modified by written notice.

    


    15. Consent
      to Jurisdiction.
      The
      Company and Indemnitee each hereby irrevocably
      consent to the jurisdiction of the courts of the State of California for all
      purposes in connection with any action or proceeding which arises out of or
      relates to this Agreement.

    


    16. Severability.
      The
      provisions of this Agreement shall be severable in the event
      that any of the provisions hereof (including any provision within a single
      section, paragraph or sentence) are held by a court of competent jurisdiction
      to
      be invalid, void or otherwise unenforceable, and the remaining provisions shall
      remain enforceable to the fullest extent permitted by law. Furthermore, to
      the
      fullest extent possible, the provisions of this Agreement (including, without
      limitations, each portion of this Agreement containing any provision held to
      be
      invalid, void or otherwise unenforceable that is not itself invalid, void or
      unenforceable) shall be construed so as to give effect to the intent manifested
      by the provision held invalid, illegal or unenforceable.

    


    17. Choice
      of Law.
      This
      Agreement shall be governed by and its provisions construed
      and enforced in accordance with the laws of the State of California, as applied
      to contracts between California residents, entered into and to be performed
      entirely within the State of California, without regard to the conflict of
      laws
      principles thereof.

     

    18. Amendment
      and Termination.
      No
      amendment, modification, termination Or
      cancellation of this Agreement shall be effective unless it is in writing signed
      by both the parties hereto. No waiver of any of the provisions of this Agreement
      shall be deemed or shall constitute a waiver of any other provisions hereof
      (whether or not similar) nor shall such waiver constitute a continuing
      waiver.

    


    19. Integration
      and Entire Agreement.
      This
      Agreement sets forth the entire understanding
      between the parties hereto and supercedes and merges all previous written and
      oral negotiations, commitments, understandings and agreements relating to the
      subject matter hereof between the parties hereto.

     

    20. No
      Construction as Employment Agreement.
      Nothing
      contained in this Agreement
      shall be construed as giving Indemnitee any right to be retained in the employ
      of the Company or any of its subsidiaries.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

    


    INNOVATIVE
      CARD TECHNOLOGIES, INC.

    


    
      	
              By:

            	 

	 	
              Donald
                Joyce, Chairman

            
	 	 
	 	 
	
              AGREED
                TO AND ACCEPTED

            
	 
	
              INDEMNITEE:

            
	 
	 

	
              (signature)

            
	 


 

    
      
        
        

      

      
        10