<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>15
<FILENAME>v05609_ex10-6.txt
<TEXT>
                                                                   EXHIBIT 10.6

                            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  Alan  Finkelstein  (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 $75,000 (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 seventy five
     thousand  (75,000) 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
     Alan Finkelstein.

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.

<PAGE>


     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/ Brad Ross
    ----------------------
    Brad Ross
    Chief Financial Officer



/s/ Alan Finkelstein
------------------------------------
Name: Alan Finkelstein

</TEXT>
</DOCUMENT>