RECITALS

                                                                    EXHIBIT 10.8

                            SHARES FOR DEBT AGREEMENT

      This Shares For Debt Agreement (the  "Agreement") is made and entered into
as of June 22, 2004, by and between  Innovative  Card  Technologies,  a Delaware
corporation, (the "Company") and Xxx Xxxxxxxx (the "Creditor") with reference to
the following facts:

                                    RECITALS

      WHEREAS,  the Company desires to pay Creditor amounts due for a portion of
the  outstanding  services  provided  to the Company as of March 31, 2004 in the
amount of $65,000 (the "Outstanding Debt"); and

      WHEREAS,  the Company has agreed to issue and the  Creditor  has agreed to
accept preferred shares of the Company's Series A Convertible Preferred Stock as
full and complete settlement of the Outstanding Debt.

      NOW  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, and for valuable consideration, the receipt and sufficiency of
which  are  hereby  mutually   acknowledged,   the  parties  to  this  Agreement
(collectively "parties" and individually a "party") agree as follows:

                                    AGREEMENT

      1.    The Company agrees to issue and the Creditor  agrees to accept sixty
            five thousand  (65,000) shares of the Company's Series A Convertible
            Preferred  Stock at a deemed price of $1.00 per share as payment for
            the Outstanding  Debt (the "Debt Shares").  The Debt Shares shall be
            issued to in the name of Xxx Xxxxxxxx.

      2.    The parties shall hereafter execute all documents and do all that is
            necessary,  convenient or desirable in the reasonable opinion of the
            other party to effect the provisions of this Agreement.

      3.    For the  convenience of the parties,  this Agreement may be executed
            by facsimile  signatures  and in  counterparts  that shall  together
            constitute  the  agreement  of the  parties  as  one  and  the  same
            instrument.  It is the  intent  of the  parties  that a copy of this
            Agreement  signed by any party  shall be fully  enforceable  against
            that party.



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

INNOVATIVE CARD TECHNOLOGIES, INC.
a Delaware corporation


BY: /S/ XXXX XXXXXXXXXXX
----------------------------------
Xxxx Xxxxxxxxxxx
Chief Executive Officer




/s/ Xxx Xxxxxxxx
----------------------------------
Name: Xxx Xxxxxxxx