AMENDMENT TO TECHNOLOGY PURCHASE AGREEMENT

     THIS AMENDMENT to Technology Purchase Agreement is made as of
the 15th day of September, 1999, by and between AMERICAN CARD
TECHNOLOGY, INC., a Delaware corporation ("American Card") and
SOFTCHIP ISRAEL LTD., a corporation organized under the laws of
Israel ("SoftChip").

    WITNESSETH:

    WHEREAS, American Card and SoftChip are parties to a technology
purchase agreement dated as of March 7, 1998, as amended by
Amendments, dated August 17, 1998, October 29, 1998,  December 10,
1998, March 15, 1999 and June 15, 1999 (as amended the "Purchase
Agreement"); and

    WHEREAS, American Card will not be closing an initial public
offering of its securities (the "IPO") by September 15, 1999; and

    WHEREAS, SoftChip is willing to extend the date by which
American Card may purchase the technology pursuant to the Purchase
Agreement through December 31th, 1999 or the Closing Date as defined
below, whichever is earlier.

    NOW THEREFORE, in consideration of the foregoing and the
covenants contained herein, the parties hereto agree as follows:

    1.   The definition of "Closing Date" in Section 1 of the
Purchase Agreement is hereby replaced by; '"Closing Date" shall mean
(i) December 31, 1999 or (ii) the closing of an initial public
offering of securities of the Buyer or (iii) the closing of
cumulative private placement equal or larger than the minimum
offering under the initial public offering or (iv)  closing a
combination of (ii) and/or of (iii) together equal or larger than
the minimum offering under the initial public offering.'

    2.   Except as amended hereby, the Purchase Agreement remains in
full force and effect and is hereby ratified and confirmed.

    IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the day and year first above written.


Signed, Sealed, and Delivered
in the Presence of:             AMERICAN CARD TECHNOLOGY, INC.

                                 By:  /S/ RAYMOND FINDLEY, JR.

                                 ---------------------------------------
                                      Its President


                                SOFTCHIP ISRAEL LTD.


                                By: /S/ MICKEY COHEN

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

                                    Its Director