Summary of INNOVATIVE CARD TECHNOLOGIES INC

Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2009 Innovative Card Technologies, Inc., ("Company") was notified by EMC Corporation that it had fulfilled all of its obligations and conditions under the Assignment of Debenture and Common Stock Warrant agreement entered into by the parties on July 11, 2009. As a result, on October 1, 2009, approximately $7,585,328.97 (which includes interest, penalties and all other costs, expenses and charges associated therewith) of the Company's 8% Senior Secured Convertible Debentures ("Debentures") and common stock purchase warrants ("Warrants") to purchase 1,008,064 shares of common stock were assigned back to the Company and retired. The agreement was previously reported on the Company's Current Report on Form 8-K which was filed with the Securities and Exchange Commission ("SEC") on July 17, 2009 and which is incorporated herein by reference.

On September 30, 2009, the Company also entered into a series of transactions with the holders of the remaining Debentures ("Holders") and certain creditors.

Waiver, Amendment and Exchange Agreement

Pursuant to the terms of the Waiver, Amendment and Exchange Agreement, the remaining Holders agreed to waive all existing events of default under the Debentures and to waive any late fees, increased interest and liquidated damages that accrued prior to September 30, 2009. The Holder's also agreed to amend the terms of the: (i) Securities Purchase Agreements, (ii) Security Agreements, and
(iii) Guarantee, entered into on January 8, 2008 and April 15, 2008 which were previously filed with the SEC and on the Company's Current Reports on Form 8-K on January 9 and April 16, 2008, respectively, and which are incorporated herein by reference.

The Company also agreed to issue to each of the Holders, in exchange for their Debentures and Warrants, Amended and Exchanged Original Issuance Discount Debentures ("Amended Debentures"), with a principal amount equal to each Holder's current Debenture plus interest through April 2, 2010 and Amended and Exchanged Warrants ("Amended Warrants") in an amount equal to each Holders current Warrant. The Amended Debentures (i) bear interest at 8% per year commencing on April 1, 2010, paid quarterly, commencing July 1, 2010, in cash or, subject to certain conditions, registered shares of our common stock; (ii) have a maturity of January 8, 2011, (iii) are convertible at the Holders' option into shares of our common stock at $1.00 per share, (iv) are secured by all of our and our subsidiaries' assets, including inventory, receivables, unencumbered equipment and intellectual property, and (v) have a forced conversion feature which allows the Registrant to force the conversion of the Amended Debentures if our common stock trades above $1.00 for 10 consecutive trading days. Such a forced conversion may be limited by contractual restrictions on the amount of our common stock which the Holder may own and certain other conditions. Each Amended Warrant has a term of 5 years from the initial issuance date which is January 8, 2008 and an exercise price of $0.25 per share. The Amended Warrants also provide for the issuance of a replacement warrant in the event they are exercised for cash.

Pursuant to the Waiver, Amendment and Exchange Agreement, we issued an aggregate of $3,975,974 of our Amended Debentures and Amended Warrants to purchase 700,000 common shares in exchange for the Debentures and Warrants.

In addition to the exchange of the Debentures and Warrants, we also exchanged certain outstanding obligations owed to creditors of the Company in an aggregate amount of $672,243 in exchange for Amended Debentures in the amount of $699,354 and Amended Warrants to purchase 135,533.

Both the conversion price of the Amended Debentures and the exercise price of the Amended Warrants are subject to "full-ratchet" price protection in the event of stock issuances below their respective conversion or exercise prices, except for specified exempted issuances including grants of stock options and stock issuances to officers, directors, employees and consultants.

Debenture & Warrant Purchase Agreement

Pursuant to the terms of the Debenture and Warrant Purchase Agreement, the Company sold an additional $1,127,321 of its Amended Debentures (convertible into 4,509,284 common shares) and 2,254,642 Amended Warrants. The Amended Debentures and Warrants issued to these investors have a conversion price and exercise price of $0.25 and $0.25, respectively. As a condition to the closing, the investors required any Holders not participating in the Debenture and Warrant Purchase Agreement to further amend their Amended Debentures and Warrants to remove the anti-dilution provisions in each document relating to subsequent equity issuances, including this financing. All other terms and conditions are identical to the Amended Debentures and Warrants. As a result, Amended Debentures in the amount of $3,336,287 were repriced to a conversion price of $0.25.

The effect of these transactions is a follows:

· Cancellation of $7,585,329 Debenture and Warrants to purchase 1,008,064 shares;

· Issuance of $1,339,041 Amended Debentures ($1.00 conversion price) and 246,460 Amended Warrants ($0.25 exercise price) these Amended Debentures and Warrants do not contain any anti-dilution or repricing provisions;

· Issuance of $4,463,608 Amended Debentures ($0.25 conversion price) and . . .