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<ACCESSION-NUMBER>0000891092-01-500025
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<CONFORMED-NAME>INTELLI CHECK INC
<CIK>0001040896
<ASSIGNED-SIC>7372
<IRS-NUMBER>113234779
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FILE-NUMBER>333-59494
<FILM-NUMBER>1610339
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>775 PARK AVE
<CITY>HUNTINGTON
<STATE>NY
<ZIP>11743
<PHONE>5164212011
</BUSINESS-ADDRESS>
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<STREET1>775 PARK AVENUE
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<STATE>NY
<ZIP>11743
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<TYPE>S-3
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM S-3
<TEXT>


                    AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON APRIL 25, 2001.

                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               Intelli-Check, Inc.

             (Exact name of registrant as specified in its charter)

                  DELAWARE                          113234779

       (State or other jurisdiction of           (I.R.S. Employee
        incorporation or organization         Identification Number)

                             246 Crossways Park West
                            Woodbury, New York 11797
                                 (516) 992-1900

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                Frank Mandelbaum
                      Chairman and Chief Executive Officer
                               Intelli-Check, Inc.
                             246 Crossways Park West
                            Woodbury, New York 11797

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                        Copies to: Arnold Bressler, Esq.
                   Milberg Weiss Bershad Hynes & Lerach, LLP
                             One Pennsylvania Plaza
                         New York, New York 10119-0165

APPROXIMATE  DATE OF COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  From time to
time after this Registration Statement becomes effective.


<PAGE>

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 (as defined below),  other than securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================    ================    =================    ========================   =====================
TITLE  OF  EACH  CLASS                             PROPOSED
OF  SECURITIES  TO  BE        AMOUNT TO             MAXIMUM            PROPOSED MAXIMUM
REGISTERED                        BE            OFFERING PRICE        AGGREGATE OFFERING            AMOUNT OF
                             REGISTERED         PER SHARE (1)              PRICE (1)             REGISTRATION FEE
-----------------------    ----------------    -----------------    ------------------------   ---------------------
<S>                            <C>                   <C>                   <C>                     <C>
Common Stock $.001
par value
per share                      970,076(3)            $8.5 (2)(4)           $8,245,646(2)(4)        $2,061.41(2)
=======================    ================    =================    ========================   =====================
</TABLE>

(1)      Calculated pursuant to Rule 457 under the Securities Act of 1933.

(2)      Dividend distribution to holders of Common Stock.

(3)      Reflects up to 970,076 shares of Common Stock issuable upon exercise of
         Common Stock Purchase  Rights (the "Rights") that will be issued by the
         Company as a dividend to its Common Stockholders of record on March 30,
         2001. The Rights will be  distributed as soon as practicable  after the
         effective date of this Registration Statement.  Rights will also attach
         to shares of Common Stock underlying  vested stock options and warrants
         outstanding  on March  30,  2001.  These  Rights  will be  issued  upon
         exercise of such options and warrants.

(4)      Based upon the $8.50 per share exercise price of the Rights.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act or until this  Registration  Statement shall become  effective on
such date as the Securities  and Exchange  Commission,  Acting  Pursuant to said
Section 8(a), may determine.
================================================================================

<PAGE>

                  SUBJECT TO COMPLETION - DATED APRIL 25, 2001
================================================================================

PROSPECTUS
______________, 2001
                               Intelli-Check, Inc.

                         970,076 Shares of Common Stock

================================================================================

      Our Board of  Directors  declared a  dividend  of rights to  purchase  our
common stock to holders of record as of March 30, 2001. Through this prospectus,
we are offering the shares of common stock that  rightsholders may purchase upon
exercising the rights. These rights cannot be transferred.

-     You will  receive one right for each ten shares of our common  stock which
      you own on the record  date of March 30,  2001.  For each right  which you
      exercise,  you will be able to purchase one share of our common stock at a
      price of $8.50.

-     We will not issue fractional rights or fractional  shares, and we will not
      pay cash in place of rights or fractional shares.

-     The rights are  non-transferrable  and holders  who want to exercise  must
      certify  that they have held the common  stock to which the rights  attach
      continuously from March 30, 2001 through the exercise date.

-     The rights are  exercisable  beginning on the date of this  prospectus and
      continuing until 5:00 p.m. Eastern Standard Time on ___________, 2002, the
      expiration date. If you want to participate in this rights  offering,  you
      must submit your subscription  documents to us before the expiration date,
      in the manner described in this prospectus.

-     The  rights  are  redeemable  at our  option,  upon 30 days'  notice  at a
      redemption price of $0.01 per right, if the last sale price for our common
      stock exceeds $10.50 for 20  consecutive  trading days or upon a change of
      control.

                              Offering Price: $8.50

      Our common stock is quoted on the American Stock Exchange under the symbol
"IDN."

      Our principal  executive  offices are located at 246  Crossways  Park West
Woodbury, New York 11797, and our telephone number is (516) 992-1900.

                                   ----------

      This investment  involves risk. See "Risk Factors" beginning on page 5 for
a discussion of certain  material factors that you should consider in connection
with an investment in our common stock.

                                   ----------

<PAGE>

      Neither the  Securities and Exchange  Commission nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

      No dealer,  salesperson  or other person has been  authorized  to give any
information or to represent  anything not contained in the  prospectus.  You may
not rely on any  unauthorized  information or  representations.  We may not sell
these  securities  until the date of this  prospectus.  The prospectus is not an
offer to sell these  securities  and it is not  soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

================================================================================

                                TABLE OF CONTENTS

                                                           Page

Risk Factors. ...........................................   5
Use of Proceeds .........................................   8
Determination of Offering Price .........................   8
Plan of Distribution ....................................   8
Description of Rights ...................................   8
Certain Federal Income Tax Considerations ...............  13
Legal Matters ...........................................  16
Experts .................................................  16
Where You Can Find More Information .....................  16

================================================================================

<PAGE>

      This prospectus contains  forward-looking  statements based on our current
expectations,  assumptions,  estimates and projections about our Company and our
industry.  Our actual results could differ  materially from those anticipated in
these forward-looking  statements as a result of various factors,  including all
the risks  discussed in "Risk Factors" and elsewhere in this  prospectus.  We do
not undertake to update publicly any forward-looking  statements for any reason,
even if new information becomes available or other events occur in the future.

                                  RISK FACTORS

      You should carefully consider the following factors and other information.
The risks and  uncertainties  described  below are not the only ones  facing us.
Additional  risks and  uncertainties  may also  adversely  impair  our  business
operations.  If  any  of the  following  risks  actually  occur,  our  business,
financial  condition or results of operations  could be materially and adversely
affected.

Because we have experienced  losses and expect our expenses to increase,  we may
not be able to achieve profitability.

      We  have  incurred  operating  losses  since  our  inception.  We  had  an
accumulated  deficit of  $6,936,011  at December 31, 2000.  We cannot assure you
that  our  revenues  will  become  significant  or  that we  will  ever  achieve
profitable operations.

If we are unable to obtain additional financing when needed, we will be required
to curtail our marketing and production plans and possibly cease operations.

      Our capital  requirements  have been and will continue to be  significant.
Not  including  the proceeds  received by us from the sale of the shares in this
offering,  if any, we currently anticipate that our available cash resources and
expected  revenues combined with either the exercise of the expiring warrants by
our  warrantholders  before  expiration  or the  exercise of the warrants by our
warrantholders  should we be able to redeem them, will be sufficient to meet our
anticipated  working  capital  and  capital  expenditure   requirements  through
December 31, 2001.  If we fail to attain  significant  sales or a positive  cash
flow, we may be required to reduce  certain costs or seek  additional  equity or
debt  financing to fund the costs of our  operations.  We cannot assure you that
additional  financing  will be  available  to us when  needed,  on  commercially
reasonable terms, or at all.

We depend on our intellectual property, which may not be fully protected.

      We depend upon technology and know-how to differentiate  our products from
those of our competitors. We rely on a combination of our patent and trademarks,
trade secret laws and  nondisclosure  and  confidentiality  agreements  with our
employees and others with whom we do business, to protect our technology.  There
can be no assurance that these will provide meaningful  protection for our trade
secrets  or  proprietary  know-how  in  the  event  of any  unauthorized  use or
disclosure.  In addition,  others may obtain access to or independently  develop
technologies or know-how similar to ours.


                                      -5-
<PAGE>

A third party is seeking to invalidate our patent.

      The IdentiScan Company, LLC offers a product that electronically reads and
calculates  age  from a driver  license.  In  August  1999,  IdentiScan  filed a
complaint against us in Connecticut  which seeks to have the IdentiScan  product
declared  non-infringing  on our patent  and seeks to have our  patent  declared
invalid.  The  complaint  does not seek  monetary  damages.  We believe that our
patent, to which we hold clear title, is valid and fully enforceable, and we are
vigorously  defending it. We also believe IdentiScan's claim of non-infringement
is without  merit.  In October  1999,  we made a motion to dismiss  IdentiScan's
claim  for lack of  jurisdiction.  Subsequently,  IdentiScan  withdrew  its suit
against us and re-filed it in Delaware where it is in the preliminary stages. If
our patent  were to be declared  invalid or if our patent  were to be  otherwise
limited,  we believe it would have an adverse  effect on our business and future
success because other companies, including IdentiScan, might be able to use some
or all of the  technology  covered by our patent to develop and market  products
which will directly compete with our products.  Furthermore, if we were required
to devote a significant portion of our funds to defend our patent, we would have
less money available for other purposes.

We currently  rely on one hardware  supplier to provide us with the terminals we
need to run our ID-Check software.  Delays and inconsistencies in the quality of
the terminals could result in lost sales.

      Welch Allyn, Inc. supplies us with our hardware  terminals,  which run our
patented software.  If Welch Allyn does not meet our delivery  requirements,  we
may have to seek an alternate  supplier.  While we believe  alternate  suppliers
would be available,  any delay in securing a new source on satisfactory terms or
within the time  frame to meet our sales  goals  could  have a material  adverse
effect on our marketing  plans.  Since we will not have direct  control over the
manufacturing  process, the possibility of delays and inconsistencies in quality
could  result in the failure to fulfill  sales  orders and the  cancellation  of
potential orders, which could damage our reputation.

If  governmental  agencies were to stop sharing data with us, our business would
be damaged.

      Currently,  a number of states and Canadian provinces which conform to the
guidelines  established by standardization bodies cooperate with us by providing
sample  driver  licenses  and  identification  cards so that we may  program the
ID-Check  terminal  to read and analyze  the  encoded  information  found on the
driver  licences  and  identification  cards.  We cannot  assure  you that these
jurisdictions will continue to cooperate with us.

Future government  regulation  restricting access to information  electronically
stored on driver licenses could adversely affect our business.

      Our  products  can be used to capture  information  from driver  licenses.
Currently,  our customers are not legally restricted from using this information
for their own use.  Because  issues of personal  privacy  are  currently a major
topic of public policy debate,  it is possible that in the future  merchants may
be  restricted  from  capturing  this  information.  In  that  event,  we  could
anticipate an adverse effect on our business.


                                      -6-
<PAGE>

If we fail to conform to emerging  technological  standards,  our products could
become outdated and less attractive to potential customers.

      Our success  depends upon our ability to maintain and develop  competitive
technologies  to  continue to enhance  our  products  and to conform to emerging
technological standards in a timely and cost-effective manner.  Developing these
products may require  substantial time and expense. We cannot assure you that we
will  be  able  to  respond   quickly,   cost-effectively   or  sufficiently  to
developments  affecting  our  market.  Our  business,  financial  condition  and
operating  results may be adversely  affected if we are unable to  anticipate or
respond quickly to any developments.

We may not be able to attract and retain the key personnel we need to succeed.

      In order to  successfully  implement our business plan, we need to attract
and retain qualified and experienced managerial,  technical and sales personnel.
Competition for the type of qualified  individuals  that we seek is intense.  We
cannot assure you that we will be able to retain  existing  employees or that we
will be able to attract and retain the qualified personnel we need.

Our success depends on our senior officers.

      Our success depends on our senior officers, Frank Mandelbaum, our Chairman
of the  Board  and Chief  Executive  Officer,  and  Kevin  Messina,  our  Senior
Executive Vice  President-Technology  and Chief Technical Officer, Bob Holloway,
our  Senior  Executive  Vice  President-Sales  and  Edwin  Winiarz,  our  Senior
Executive Vice President-Finance and Treasurer and Chief Accounting Officer. The
loss of the services of any of them could materially and adversely affect us. We
do not  intend  to  obtain  "key  man"  life  insurance  on the  lives  of these
individuals.

Our stock price could be extremely volatile.

      The trading  price of our common stock may be highly  volatile as a result
of factors  specific to us or  applicable to our market and industry in general.
These factors, include:

      o     variations in our annual or quarterly  financial results or those of
            our competitors;

      o     changes by financial  research analysts in their  recommendations or
            estimates of our earnings;

      o     conditions  in  the  economy  in  general  or  in  the   information
            technology service sector in particular;

      o     announcements  of  technological  innovations  or  new  products  or
            services by us or our competitors; and

      o     unfavorable publicity or changes in applicable laws and regulations,
            or their judicial or administrative interpretations, affecting us or
            the information technology service sectors.


                                      -7-
<PAGE>

                                USE OF PROCEEDS

      We will use the net  proceeds,  if any,  realized from the exercise of the
rights for working capital and for general corporate purposes, at the discretion
of our management.

                         DETERMINATION OF OFFERING PRICE

      The offering  price of the shares  offered upon  exercise of the rights is
$8.50 per share.  We  determined  the  exercise  price per right and it bears no
relationship  to the market price of our common  stock,  the  prevailing  market
conditions,  our operating  results in recent  periods,  our book value or other
recognized criteria of value.

                              PLAN OF DISTRIBUTION

      The rights  entitle  the  holders to acquire up to  approximately  970,076
shares of common  stock on a fully  diluted  basis and  assuming  all rights are
exercised upon payment of the applicable exercise price. We issued the rights as
a dividend to all of our  stockholders of record on March 30, 2001.  Rights also
attached  to shares of common  stock  underlying  all vested  stock  options and
warrants outstanding on March 30, 2001.

      We are  offering  the shares of common  stock  underlying  the rights.  No
underwriter or placement  agent has been engaged to assist us in this regard and
no commissions or similar compensation will be paid to any person. The shares of
common  stock to be issued upon  exercise of the rights are offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act.

                              DESCRIPTION OF RIGHTS

GENERAL

      The shares of common  stock  being  offered  are  issuable to you upon the
exercise of the rights.  Stockholders of record on March 30, 2001 will receive a
dividend of one right for every ten (10) shares of common  stock that they hold.
The rights will be  distributed  as soon as  practicable  after the date of this
prospectus.  Each Right will  entitle the holder to purchase one share of common
stock at an exercise price of $8.50.  The rights are  exercisable for a one-year
period  beginning on the date of this  prospectus.  Holders who wish to exercise
their  rights  must  certify  that they have held the common  stock to which the
rights attach continuously from March 30, 2001 through the exercise date.

      Holders of vested  stock  options and holders of  outstanding  warrants to
purchase  common  stock as of March 30,  2001 also will be  entitled  to receive
rights based on the number of shares of common stock underlying the vested stock
options or warrants held on the respective  record dates.  One right will attach
to every ten (10) shares of common stock  underlying  vested  stock  options and
warrants held of record on March 30, 2001. The number of rights  relating to the
amount of common  stock  purchased  upon  exercise  of vested  stock  options or
warrants  will be issued to the vested stock option  holders or warrant  holders
upon  exercise of the vested  stock  options or warrants.


                                      -8-
<PAGE>

      Beneficial  owners  of  common  stock who are not  record  holders  should
contact the nominee rightsholder to obtain a separate rights certificate.  See "
-- Exercise of Rights."

NON-TRANSFERABLE

      The rights are not transferable and bear a legend to that effect.

EXPIRATION

      In the event the rights are not exercised  within the applicable  one-year
period, all unexercised rights will expire and will no longer be exercisable. We
may extend the rights  exercise  period if  authorized by our Board of Directors
and will give thirty  (30) days'  notice to the  rightsholders.  The rights will
expire and become  unexerciseable  upon  conclusion of the  applicable  exercise
period, or any extension.

REDEMPTION

      The  rights  are  redeemable  at our  option,  upon 30 days'  notice  at a
redemption price of $0.01 per right, if the last sale price for our common stock
exceeds $10.50 for 20 consecutive trading days or upon a change of control.  The
exercise  price,  number and kind of shares to be received  upon exercise of the
rights are subject to  adjustment,  in the discretion of our Board of Directors,
on the occurrence of certain events, such as stock splits,  stock dividends or a
recapitalization.  If there is a  liquidation,  dissolution or winding up of our
company,   the  rightsholders  will  not  be  entitled  to  participate  in  the
distribution  of  our  assets.  Additionally,   rightsholders  have  no  voting,
pre-emptive,  liquidation or other rights of stockholders, and no dividends will
be declared on the rights or the shares underlying the rights.

      A change of control means any event where:

      o     any person or group is or  becomes  the  beneficial  owner of shares
            representing  more  than  50% of the  combined  voting  power of the
            then-outstanding  securities entitled to vote generally in elections
            of directors.

      o     we  consolidate  with or merge  into any other  corporation,  or any
            other corporation  merges into us, and, our outstanding common stock
            is  reclassified  into  or  exchanged  for  any  other  property  or
            security,   unless  our   stockholders   immediately   before   such
            transaction own, directly or indirectly  immediately  following such
            transaction, at least a majority of the combined voting power of the
            outstanding voting securities of the corporation resulting from such
            transaction in substantially  the same proportion as their ownership
            immediately before such transaction.

      o     we convey,  transfer or lease all or substantially all of our assets
            to any  corporation  (or other  entity)  or any time the  continuing
            directors  do not  constitute  a majority of our Board of  Directors
            (or, if applicable, a successor corporation to us).

      "Continuing  directors" means as of any date of determination,  any member
of our Board of Directors who:


                                      -9-
<PAGE>

      o     was a  member  of our  Board  of  Directors  on  the  date  of  this
            prospectus; or

      o     was nominated for election or elected to our Board of Directors with
            the  approval of a majority  of the  continuing  directors  who were
            members of the board at the time of the nomination or election.

EXERCISE OF RIGHTS

      The rights may be exercised only to the extent that  beneficial  ownership
of some or all of the shares to which the rights  relate have been  continuously
held  from  March 30,  2001 or the date on which a holder of a vested  option or
warrant exercises  through the date of exercise of the rights.  Any transfers of
beneficial   ownership  of  shares   between   March  30,  2001  or  the  vested
option/warrant  exercise date, will correspondingly reduce the number of rights,
that may be exercised. To illustrate:

      o     A rightsholder  who  beneficially  owns 100 shares on March 30, 2001
            will  receive ten (10) rights  (based on the 1:10 ratio of rights to
            shares held).

      o     If,  between  March 30, 2001 and the date of exercise of the rights,
            the rightsholder transfers beneficial ownership of 20 out of the 100
            shares, then the rightsholder may only exercise eight of the rights.

      o     If,  between  March 30, 2001 and the date of exercise of the rights,
            the rightsholder instead transfers beneficial ownership of 11 out of
            the 100 shares,  then the rightsholder still may only exercise eight
            of the rights  because  fractional  rights are  rounded  down to the
            nearest whole right.

      A rightsholder  who is both the record holder and beneficial  owner of the
shares of common stock to which the rights  relate must certify as to the number
of shares  beneficially  owned on March 30,  2001 or the  vested  option/warrant
exercise  date,  as  applicable.  The  rightsholder  must also certify as to the
number of shares that, as of the date of exercise,  continue to be  beneficially
owned,  having  not  been  transferred  since  March  30,  2001  or  the  vested
option/warrant exercise date, as applicable.

      A rightsholder who holds shares of common stock for the account of others,
such as a broker,  a trustee or a depository for  securities  must certify as to
the  number  of  shares  beneficially  owned on  March  30,  2001 or the  vested
option/warrant exercise date, as applicable,  by each beneficial owner for which
the  rightsholder  holds  shares.  Rightsholders  must  also  certify  as to the
corresponding number of shares that, as of the date of exercise,  continue to be
beneficially  owned,  having not been  transferred  since  March 30, 2001 or the
vested option/warrant exercise date, as applicable.

      We intend to monitor  beneficial  ownership by  rightholders  who elect to
exercise all or a portion of their rights.

      Rights may be exercised by  delivering  to  Continental  Stock  Transfer &
Trust Company, the rights agent, on or prior to 5:00 p.m., New York time, on the
expiration  date,  the  properly   completed  and  executed  rights  certificate
evidencing  the rights with any required  signature  guarantees,  together  with
payment in full of the exercise price for each right  exercised.  The payment in
full must be by:


                                      -10-
<PAGE>

      o     check drawn upon a U.S. bank or postal, telegraphic or express money
            order payable to Continental Stock Transfer & Trust Company as agent
            for Intelli-Check, Inc.; or

      o     wire transfer of funds to the account maintained by the rights agent
            for this purpose. For the rights agent's wire transfer  information,
            please call (212) 509-4000 extension 535.

Payment of the exercise price will be deemed to have been received by the rights
agent only upon

      o     clearance of any uncertified check,

      o     receipt  by the rights  agent of any  certified  check  drawn upon a
            United  States bank or of any postal,  telegraphic  or express money
            order, or

      o     receipt  of good  funds in the  rights  agent's  account  designated
            above.

      If paying by uncertified  personal check,  please note that it may take at
least five  business  days to clear.  Accordingly,  holders  who wish to pay the
exercise  price by means of an  uncertified  personal  check  are  urged to make
payment  sufficiently  in advance of the  expiration  date to ensure  that their
payment is received and clears by the expiration  date and are urged to consider
payment by means of certified or cashier's  check,  money order or wire transfer
of funds.

      If a rightsholder  wishes to exercise rights, but time will not permit the
rightsholder to cause the rights certificate or rights  certificates  evidencing
the rights to reach the rights  agent on or prior to the  expiration  date,  the
rights may still be exercised if all of the following conditions are met:

      o     the  rightsholder  has made payment of the  exercise  price for each
            share of common  stock  being  subscribed  for and the rights  agent
            receives this payment on or prior to the expiration date;

      o     the rights agent  receives,  on or prior to the  expiration  date, a
            guaranteed   notice  in  the  form   distributed   with  the  rights
            certificates, from a member firm of a registered national securities
            exchange  or a member  of the  National  Association  of  Securities
            Dealers,  Inc., or from a commercial bank or trust company having an
            office or correspondent in the United States, stating:

            o     the name of the exercising rightsholder,

            o     the number of rights represented by the rights  certificate(s)
                  held by the exercising rightsholder,

            o     the  number  of shares of common  stock  being  purchased  and
                  guaranteeing  the  delivery to the rights  agent of any rights
                  certificate(s)  evidencing  the rights  within three  American
                  Stock  Exchange   trading  days  following  the  date  of  the
                  guaranteed notice; and


                                      -11-
<PAGE>

            o     the  properly  completed  rights   certificate(s),   with  any
                  required  signatures  guaranteed,  is  received  by the rights
                  agent  within  three  American  Stock  Exchange  trading  days
                  following the date of the  guaranteed  notice.  The guaranteed
                  notice may be delivered to the rights agent in the same manner
                  as rights  certificates  at the addresses set forth above,  or
                  may  be   transmitted   to  the  rights   agent  by  facsimile
                  transmission  (telecopy no. (212) 616-7610.  Additional copies
                  of the form of guaranteed  notice are  available  upon request
                  from the rights agent, whose address and telephone numbers are
                  set forth below.

      A rightsholder who holds shares of common stock for the account of others,
such as a broker,  a trustee or a depository for  securities,  should notify the
respective  beneficial  owners of such shares as soon as  possible to  ascertain
such beneficial  owner's  intentions and to obtain  instructions with respect to
the rights.  If the  beneficial  owner so  instructs,  the record holder of such
rights should complete the rights  certificate and submit it to the rights agent
with the proper payment.  In addition,  the beneficial  owner of common stock or
rights held through such a holder of record should contact the  rightsholder and
request  the  rightsholder  to  effect   transactions  in  accordance  with  the
beneficial owner's instructions.

      Unless a rights certificate provides that the shares of common stock to be
issued  pursuant  to  the  exercise  of  rights  are  to  be  delivered  to  the
rightsholder  or is submitted for the account of an  institution,  signatures on
such rights certificate must be guaranteed by an eligible institution.

      If either the number of shares being  subscribed  for is not  specified on
the  rights  certificate,  or the  amount  delivered  is not  enough  to pay the
exercise  price for all  shares  stated to be  purchased,  the  number of shares
purchased  will be assumed to be the maximum amount that could be purchased upon
payment of such amount,  after allowance for the exercise price of any specified
shares.

                DO NOT SEND RIGHTS CERTIFICATES TO INTELLI-CHECK.

      The method of delivery of rights  certificates and payment of the exercise
price to the rights agent will be at the election and risk of the  rightsholder,
but if sent by mail it is  recommended  that such  certificates  and payments be
sent by registered mail,  properly insured,  with return receipt requested,  and
that a  sufficient  number of days be allowed to ensure  delivery  to the rights
agent and  clearance  of  payment  prior to 5:00  p.m.,  New York  time,  on the
expiration  date.  Because  uncertified  personal  checks may take at least five
business days to clear,  rightsholders are strongly urged to pay, or arrange for
payment,  by means of certified or cashier's check, money order or wire transfer
of funds.

      All questions concerning the timeliness, validity, form and eligibility of
any exercise of rights will be determined by us, and our determinations  will be
final and binding.  We may waive any defect or irregularity,  permit a defect or
irregularity  to be corrected  or reject the exercise of any right.  Rights will
not be deemed to have been received or accepted  until all  irregularities  have
been waived or cured within such time as we determine. Neither Intelli-Check nor
the rights  agent will be under any duty to give  notification  of any defect or
irregularity in connection  with the submission of rights  certificates or incur
any liability for failure to give such notification.


                                      -12-
<PAGE>

      Any  questions  or  requests  for  assistance  concerning  the  method  of
exercising  rights or requests for additional  copies of this  prospectus or the
guaranteed  notice  should be  directed to the rights  agent  whose  address and
telephone numbers are set forth on the rights certificate.

NO REVOCATION

      Once a  rightsholder  has  exercised  rights,  such  exercise  may  not be
revoked.

                    CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

      The following is a general  discussion of certain U.S.  federal income tax
considerations applicable upon the issuance,  exercise,  redemption and lapse of
rights  issued to the stock  rightsholders,  option  rightsholders,  and warrant
rightsholders.  This summary is based on provisions of the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  regulations  of the  Treasury  Department,
administrative  rulings and  pronouncements  of the Internal Revenue Service and
judicial  decisions  currently  in effect,  all of which are  subject to change,
possibly with retroactive effect. This discussion does not deal with all aspects
of  federal   income   taxation  that  may  be  relevant  to  particular   stock
rightsholders, option rightsholders, and warrant rightsholders in light of their
personal investment  circumstances (for example, to persons holding common stock
as  part  of a  conversion  transaction  or  as  part  of  a  hedge  or  hedging
transaction,  or as a position  in a  straddle  for tax  purposes),  nor does it
discuss   federal  income  tax   considerations   applicable  to  certain  stock
rightsholders, option rightsholders and warrant rightsholders subject to special
treatment under the federal income tax laws (for example,  insurance  companies,
tax-exempt  organizations,  financial institutions or broker-dealers,  taxpayers
subject to the alternative minimum tax, or non-United States persons).

      This   discussion   only   addresses  the  stock   rightsholders,   option
rightsholders,  and warrant  rightsholders  who will both hold their  respective
interests  in  Intelli-Check  as capital  assets and will hold any common  stock
received upon exercise of the rights as capital  assets  (persons who may not be
holding their interests in  Intelli-Check  as capital assets might include,  for
example, securities dealers or traders who do not hold their interests primarily
for investment or who treat their  interests as inventory for federal income tax
purposes).  In  addition,  this  discussion  does not consider the effect of any
foreign,  state,  local,  gift or estate or other tax laws  which may apply to a
particular  investor.  No  ruling  has  been  or  will be  sought  from  the IRS
concerning the tax issues addressed in this  prospectus,  and such issues may be
subject  to  substantial  uncertainty  resulting  from the  lack of  definitive,
judicial   or   administrative   authority   and   interpretations.   All  stock
rightsholders,  option  rightsholders,  and warrant  rightsholders  are urged to
consult with their own tax advisors  regarding the specific tax  consequences to
them of the rights  offering,  including the effects of federal,  state,  local,
foreign, and other tax laws.

TAX CONSEQUENCES TO STOCK RIGHTSHOLDERS

      Distribution  of Rights.  Holders of our common  stock will not  recognize
taxable income for federal income tax purposes upon distribution of the rights.


                                      -13-
<PAGE>

      Basis And Holding  Period.  Except as provided in the following  sentence,
the basis of the rights received by a shareholder as  distribution  with respect
to such  shareholder's  common stock will be zero. If,  however,  either (1) the
fair market  value of the rights on their date of issuance is 15% or more of the
fair market  value (on the date of issuance) of the common stock with respect to
which they are received or (2) the shareholder  properly  elects,  in his or her
federal income tax return for the taxable year in which the rights are received,
to  allocate  part of the basis of such common  stock to the  rights,  then upon
exercise or transfer of the rights, the shareholder's basis in such common stock
will be allocated  between the common stock and the rights in  proportion to the
fair market  values of each on the date of  issuance.  The  holding  period of a
shareholder  with  respect  to the rights  received  as a  distribution  on such
shareholder's common stock will include the shareholder's holding period for the
common stock with respect to which the rights were distributed.

      Redemption of Rights.  If we redeem  rights held by a stock  rightsholder,
the  stock  rightsholder  will  recognize  capital  gain  or loss  equal  to the
difference between the redemption price and the stock  rightsholder's  basis, if
any, in those rights.

      Lapse of Rights.  Holders  who allow the rights  received  by them in this
offering to lapse will not recognize any gain or loss, and no adjustment will be
made to the basis of the  common  stock,  if any,  they own.  Purchasers  of the
rights  will  recognize a loss equal to the tax basis of their  rights,  if such
rights expire  unexercised.  Any loss recognized on the expiration of the rights
acquired by a purchaser will be a capital loss.

      Exercise of Rights. If a stock  rightsholder  exercises rights, the holder
will recognize  taxable income at the time the rights are exercised in an amount
equal to the excess,  if any, of the fair  market  value of the common  stock at
that time over the exercise price. That income would be taxed at ordinary income
rates  and any gain or loss  recognized  on the  subsequent  disposition  of the
common stock so acquired would be treated as a capital gain or loss.

TAX CONSEQUENCES TO OPTION RIGHTSHOLDERS

      Issuance of Rights.  No gain or loss should be  recognized by such holders
in  connection  with the  issuance of the rights  provided  that when issued the
rights do not have a readily  ascertainable fair market value within the meaning
of  the  Treasury   Regulations.   We  believe  that  rights  issued  to  option
rightsholders  should  not be  treated  as having a readily  ascertainable  fair
market value  because the rights are  non-transferable  and,  thus,  will not be
actively traded on an established market and the fair market value of the rights
otherwise cannot be measured with reasonable accuracy.

      Redemption of Rights. If we redeem rights held by an option  rightsholder,
the option rightsholder should recognize ordinary income equal to the redemption
price of those rights.

      Lapse of Rights.  Option  rightsholders who allow rights issued to them to
lapse will not recognize any gain or loss, and no adjustment will be made to the
basis, if any, of any other  ownership  interest in  Intelli-Check  owned by the
option rightsholders.

      Exercise of Rights.  If an option  rightsholder  exercises their option to
purchase  common  stock,  upon the exercise of the rights that  attached to such
common stock,  the holder will  recognize  taxable income at the time the rights



                                      -14-
<PAGE>

are exercised in an amount equal to the excess, if any, of the fair market value
of the common stock at that time over the exercise  price.  That income would be
taxed at ordinary income rates and any gain or loss recognized on the subsequent
disposition  of the common stock so acquired  would be treated as a capital gain
or loss.

      The tax basis of the  common  stock  acquired  by an  option  rightsholder
through the  exercise  of rights  will be equal to the fair market  value of the
common  stock on the date of  exercise  and the  holding  period for that common
stock generally will begin on the day following exercise.

TAX CONSEQUENCES TO WARRANT RIGHTSHOLDERS

      Warrants  Issued for Services.  In the case of warrants  issued to warrant
rightsholders in connection with the performance of services, the federal income
tax  consequences   arising  upon  the  issuance  of  rights  to  those  warrant
rightsholders and upon the redemption,  lapse or exercise of those rights should
be  the  same  as  for  rights  issued  to  option  rightsholders.  See  " - Tax
Consequences to option  rightsholders"  above.  The following  discussion of the
federal income tax  consequences  arising upon the issuance of rights to warrant
rightsholders and upon the redemption, lapse or exercise of those rights applies
only to warrant  rightsholders  who did not receive their warrants in connection
with the performance of services.

      Issuance of rights. No applicable  authority  addresses the federal income
tax consequences  arising upon the issuance of rights to warrant  rightsholders.
Because  rights  will  not be  exercisable  by  warrant  rightsholders  prior to
exercise of their warrants,  substantial  uncertainty  exists regarding when the
rights  will be treated as  distributed  to warrant  rightsholders  for  federal
income tax purposes. If the rights are treated as distributed upon exercise of a
warrant,  we  believes  the  receipt  of  rights at that  time  likely  will not
constitute  a taxable  distribution.  If,  however,  the rights  are  treated as
distributed to a warrant rightsholder before exercise of the warrant, we believe
the  issuance of the rights to warrant  rightsholders  likely will  constitute a
taxable  distribution.  Given the lack of applicable  authority  regarding these
consequences,  warrant  rightsholders should consult and rely upon their own tax
advisors as to the specific tax consequences to them relating to the issuance of
rights.

      Basis and Holding  Period.  If the rights offering is  characterized  as a
nontaxable  distribution made upon exercise of a warrant and either (i) the fair
market value of the rights on the date of  distribution  is equal to 15% or more
of the fair  market  value on the date of  issuance  of the  common  stock  with
respect to which they are received or (ii) the warrant  rightsholder  elects, in
his or her federal income tax return of the taxable year in which the rights are
received,  to allocate  part of the tax basis of the common stock to the rights,
then upon exercise or redemption of the rights,  the warrant  rightsholder's tax
basis in the common  stock will be  allocated  between the common  stock and the
rights  in  proportion  to the  fair  market  values  of each on the date of the
issuance of the rights. Otherwise, the tax basis of rights received by a warrant
rightsholder as a nontaxable distribution will be zero.

      If, however, the distribution of rights to the warrant  rightsholders were
treated as a taxable distribution, a warrant rightsholder would have a tax basis
in the rights that such warrant  rightsholder  received equal to the fair market
value of the rights on the date of distribution of the rights.


                                      -15-
<PAGE>

      If the  rights  offering  to the  warrant  rightsholders  is  treated as a
nontaxable  distribution,  the holding period of a holder with respect to rights
received  as a  distribution  on the  holder's  common  stock will  include  the
holder's  holding  period for the common  stock with respect to which the rights
were issued. If, however, the rights offering to the warrant  rightsholders were
treated  as a taxable  distribution,  the  warrant  rightsholders  would  have a
holding period that begins on the day following the date of  distribution of the
rights.

      Redemption of Rights. If we redeem rights held by a warrant  rightsholder,
the  warrant  rightsholder  will  recognize  capital  gain or loss  equal to the
difference between the redemption price and the warrant rightsholder's basis, if
any, in those rights.

      Lapse of Rights.  If the rights offering to the warrant  rightsholders  is
treated as a nontaxable  distribution,  a warrant rightsholder who allows rights
received by him or her to lapse without  exercising  them will not recognize any
gain or loss  and,  as the  rights  were  neither  exercised  nor  redeemed,  no
adjustment will be made to the tax basis of any interest in the company owned by
the  warrant  rightsholder.  If,  however,  the rights  offering  to the warrant
rightsholders were treated as a taxable distribution, a warrant rightsholder who
allowed the rights to lapse would have a capital  loss in an amount equal to his
or her tax basis in the rights (as discussed above),  and no adjustment would be
made to the tax  basis of any  interest  in the  company  owned  by the  warrant
rightsholder.

      Exercise of Rights. If a warrant  rightsholder  exercises their warrant to
purchase  common  stock,  upon the exercise of the rights that  attached to such
common stock,  the holder will  recognize  taxable income at the time the rights
are exercised in an amount equal to the excess, if any, of the fair market value
of the common stock at that time over the exercise  price.  That income would be
taxed at ordinary income rates and any gain or loss recognized on the subsequent
disposition  of the common stock so acquired  would be treated as a capital gain
or loss.

                                  LEGAL MATTERS

      The  validity  of the  issuance  of  the  common  stock  offered  by  this
prospectus  has been passed upon for us by Milberg  Weiss Bershad Hynes & Lerach
LLP, One Pennsylvania Plaza, New York, New York 10119-1065.

                                     EXPERTS

      The financial statements  incorporated by reference in this prospectus and
elsewhere in the  registration  statement  have been audited by Arthur  Andersen
LLP, independent public accountants,  as indicated in their reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual,  quarterly and special reports, proxy statements and other
information  with the SEC.  You may read and copy any  document we file with the
SEC at the SEC's Public  Reference Rooms at Judiciary  Plaza,  450 Fifth Street,
N.W., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public  reference  rooms.  The SEC maintains an Internet site



                                      -16-
<PAGE>

that contains reports, proxy and information  statements,  and other information
regarding issuers,  such as Intelli-Check,  Inc., that file  electronically with
the SEC. The address of the site is http://www.sec.gov.

      We have filed with the SEC a registration  statement on Form S-3 under the
Securities Act of 1933, as amended.  This prospectus does not contain all of the
information,  exhibits and undertakings set forth in the registration statement,
certain  portions of which are omitted as permitted by the rules and regulations
of the SEC.  Copies of the  registration  statement and the exhibits are on file
with the SEC and may be obtained, upon payment of the fee prescribed by the SEC,
or may be examined,  without charge,  at the offices of the SEC set forth above.
For further information, reference is made to the registration statement and its
exhibits.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents  filed by us with the SEC File No.  001-15465 are
incorporated by reference in this prospectus:

      o     Annual Report on Form 10-KSB for the year ended December 31, 2000.

      o     The  description of our common stock  contained in our  registration
            statement on Form SB-2  (No.333-87797),  including any amendments or
            reports filed for the purpose of updating such description.

      We incorporate by reference additional documents that we may file with the
SEC under Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of
1934, as amended, between the date of this prospectus and the termination of the
offering  of  securities  under this  prospectus.  These  documents  include our
periodic  reports,  such as Annual Reports on Form 10-KSB,  Quarterly Reports on
Form 10-QSB and Current Reports on Form 8-K, as well as our proxy statements.

      You may obtain any of these incorporated documents from us without charge,
excluding  any exhibits to those  documents  unless the exhibit is  specifically
incorporated by reference in such document by requesting them from us in writing
or by telephone at the following address and telephone number:

                              Intelli-Check, Inc.,
                            246 Crossways Park West,
                            Woodbury, New York 11797
                                 (516) 992-1900


                                      -17-
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

                  SEC registration fee............................ $ 2,061.41
                  American Stock Exchange Filing Fee ............. $17,500
                  Legal fees and expenses*........................ $30,000
                  Accounting fees and expenses*................... $ 4,000
                  Transfer agent fees*............................ $ 5,000
                  Printing Fees*.................................. $11,000
                  Miscellaneous*.................................. $18,000
                                                                   ----------
         Total                                                     $87,561.41

----------
      *This expense has been estimated for the purpose of filing.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Intelli-Check's  Certificate  of  Incorporation  limits the  liability  of
directors to the maximum extent permitted by Delaware  General  Corporation Law.
Delaware law provides that the directors of a corporation will not be personally
liable to such  corporation or its  stockholders for monetary damages for breach
of their fiduciary duties as directors,  except for liability (i) for any breach
of their duty of loyalty to the corporation or its  stockholders;  (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law; (iii) for unlawful  payments of dividends or unlawful
stock  repurchases  or  redemptions  as provided in Section 174 of the  Delaware
General  Corporation  Law; or (iv) for any  transaction  from which the director
derives an improper personal benefit.  Intelli-Check's  By-laws provide that the
Company shall indemnify its directors and officers under certain  circumstances,
including  those  circumstances  in which  indemnification  would  otherwise  be
discretionary,  and the Company is required to advance  expenses to its officers
and directors as incurred in connection with proceedings  against them for which
they may be indemnified.

ITEM 16. EXHIBITS.

EXHIBIT NO.      DESCRIPTION
-----------      -------------

   5.1           Opinion of Milberg Weiss Bershad Hynes & Lerach, LLP

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of Milberg Weiss Bershad Hynes & Lerach LLP.
                 Included in Exhibit 5.1 hereto.

   24.1          Power of  Attorney  (included  as part of the  signature page).


                                      -18-
<PAGE>

   99.1          Form of Rights Certificate

   99.2          Form of Notice of Guaranteed Delivery

   99.3          Form of Rights Agent Agreement

----------

ITEM 17. UNDERTAKINGS

(a)   The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement;

            (i) To include any  prospectus  required by Section  10(a)(3) of the
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represents a fundamental  change in the  information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high and of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20 percent change in the maximum  aggregate  offering price set
            forth  in  the  "Calculation  of  Registration  Fee"  table  in  the
            effective registration statement.

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement; provided, however, that paragraphs (a)(1)(i)
            and (a)(1)(ii) do not apply if the registration statement is on Form
            S-3,  Form  S-8 or Form  F-3,  and the  information  required  to be
            included  in a  post-effective  amendment  by  those  paragraphs  is
            contained  in  periodic  reports  filed  with  or  furnished  to the
            Commission by the  registrar  pursuant to Section 13 or 15(d) of the
            Securities  Exchange Act of 1934 that are  incorporated by reference
            in the registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered



                                      -19-
<PAGE>

      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

      (3) To remove from the registration by means of a post-effective amendment
      any  of  the  securities  being  registered  which  remain  unsold  at the
      termination of the offering.

(b)   The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
      determining  any liability  under the  Securities Act of 1933, as amended,
      each filing of the registrant's annual report pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934 (and, where applicable,  each
      filing of an employee  benefit  plan's annual  report  pursuant to Section
      15(d) of the  Securities  Exchange  Act of 1934) that is  incorporated  by
      reference  in the  registration  statement  shall  be  deemed  to be a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

(c)   Insofar as  indemnification  for liabilities  arising under the Securities
      Act of 1933,  as amended,  may be  permitted  to  directors,  officers and
      controlling   persons  of  the   Registrant   pursuant  to  the  foregoing
      provisions,  or  otherwise,  the  Registrant  has been advised that in the
      opinion of the Securities and Exchange Commission, such indemnification is
      against  public  policy as expressed  in the  Securities  Act of 1933,  as
      amended, and is, therefore,  unenforceable.  In the event that a claim for
      indemnification  against such  liabilities  (other than the payment by the
      Registrant  of  expenses  incurred  or  paid  by a  director,  officer  or
      controlling  person of the  Registrant  in the  successful  defense of any
      action,  suit or  proceeding)  is  asserted by such  director,  officer or
      controlling person in connection with the securities being registered, the
      Registrant will,  unless in the opinion of its counsel the matter has been
      settled  by  controlling  precedent,  submit  to a  court  of  appropriate
      jurisdiction  the question whether such  indemnification  by it is against
      public policy as expressed in the Securities Act of 1933, as amended,  and
      will be governed by the final adjudication of such issue.


                                      -20-
<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the  Securities  Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets  all of the  requirements  of filing  on Form S-3 and  authorized  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York, on April 24, 2001.

                                   INTELLI-CHECK, INC.

                                   By:           /s/ Frank Mandelbaum
                                      ---------------------------------------
                                                   Frank Mandelbaum
                                         Chairman and Chief Executive Officer

      We, the undersigned directors and/or officers of Intelli-Check,  Inc. (the
Company), hereby severally constitute and appoint Frank Mandelbaum, Chairman and
Chief Executive  Officer,  with full powers of substitution and  resubstitution,
our true and lawful  attorney,  with full power to sign for us, in our names and
in the capacities indicated below, the registration  statement on Form S-3 filed
with the Securities and Exchange Commission,  and any and all amendments to said
registration   statement   (including   post-effective   amendments),   and  any
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933,  as amended,  in connection  with the  registration  under the  Securities
Action of 1933, as amended, of equity securities of the Company,  and to file or
cause to be filed the same,  with all  exhibits  thereto and other  documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys, and each of them full power and authority to do and perform each
and  every  act and  thing  requisite  and  necessary  to be done in  connection
therewith,  as fully to all intents and  purposes as each of them might or could
do in person,  and hereby ratifying and confirming all that said attorneys,  and
each of them, or their  substitute or substitutes,  shall do or cause to be done
by virtue of this Power of Attorney.


                                      -21-
<PAGE>

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated below:

Date: April 24, 2001              /s/ Frank Mandelbaum
                                  ----------------------------------------------
                                  Frank Mandelbaum
                                  Chairman, Chief Executive Officer and Director

Date: April 24, 2001              /s/ Kevin Messina
                                  ----------------------------------------------
                                  Kevin Messina
                                  Senior Executive Vice President,
                                  Chief Technology Officer and Director

Date: April 24, 2001              /s/ Edwin Winiarz
                                  ----------------------------------------------
                                  Edwin Winiarz
                                  Senior Executive Vice President, Treasurer
                                  and Chief Financial Officer and Director

Date: April __, 2001              ----------------------------------------------
                                  Evelyn Berezin, Director


Date: April 24, 2001              /s/ Paul Cohen
                                  ----------------------------------------------
                                  Paul Cohen, Director

Date: April 24, 2001              /s/ Howard Davis
                                  ----------------------------------------------
                                  Howard Davis, Director

Date: April 24, 2001              /s/ Jeffrey Levy
                                  ----------------------------------------------
                                  Jeffrey Levy, Director

Date: April 24, 2001              /s/ Charles McQuinn
                                  ----------------------------------------------
                                  Charles McQuinn, Director


                                      -22-
<PAGE>

                                  Exhibit Index

   EXHIBIT NO.                    DESCRIPTION
   -----------                    -----------

      5.1        Opinion of Milberg Weiss Bershad Hynes & Lerach, LLP

      23.1       Consent of Arthur Anderson

      23.2       Consent of Milberg Weiss Bershad Hynes & Lerach, LLP.
                 Included in Exhibit 5.1 hereto.

      24.1       Power of  Attorney  (included  as part of the  signature page).

      99.1       Form of Rights Certificate

      99.2       Form of Notice of Guaranteed Delivery

      99.3       Form of Rights Agent Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>



                                 April 24, 2001

Intelli-Check, Inc.
246 Crossways Park West
Woodbury, New York   11797

                  Re:      Intelli-Check, Inc. - Dividend Distribution of Rights
                           to Purchase Intelli-Check, Inc. Common Stock
                           and Issuance of Shares Upon Exercise of the Rights

Ladies and Gentlemen:

      We have acted as counsel for Intelli-Check,  Inc., a Delaware  corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration  statement (the "Registration  Statement") on Form S-3, under the
Securities Act of 1933, as amended  relating to the  distribution by dividend of
non-transferable  rights  (the  "Rights")  to purchase  shares of the  Company's
common stock,  par value $.001 per share (the  "Shares") and the issuance of the
Shares upon exercise of the Rights.

      As counsel to the Company we have  examined and relied upon, as to factual
matters,  originals  or  photostatic  and  certified  copies  of such  corporate
records,  including,  but not limited to minutes of the Board of  Directors  and
Stockholders  of the Company and other  instruments,  certificates  of corporate
officers and such other documents as we have deemed  necessary or appropriate as
a basis for the opinions hereafter expressed. We have assumed the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
and  the  conformity  to the  originals  of  all  documents  submitted  to us as
conformed or photostatic copies.

<PAGE>

Intelli-Check, Inc.
Page 2

      Based upon, and subject to the  foregoing,  we are of the opinion that the
Rights  have been duly  authorized  by the Board of  Directors  and are  legally
issued,  fully paid and nonassessable,  and the Shares have been duly authorized
by the Board of Directors  and, upon  exercise of the Rights in accordance  with
their terms, will be legally issued, fully paid and nonassessable.

      We  hereby  consent  to be named  in the  Registration  Statement  and the
prospectus as attorneys  who have passed upon legal  matters in connection  with
the  offering  of the  securities  offered  thereby  under  the  caption  "Legal
Matters."

      We further  consent to your filing a copy of this opinion as an Exhibit to
the Registration Statement.

                                                Very truly yours,

                                                MILBERG WEISS BERSHAD
                                                   HYNES & LERACH LLP

                                                By:    /s/ Arnold N. Bressler
                                                   -----------------------------
                                                          Arnold N. Bressler
                                                         A Member of the Firm

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>file003.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>



                    Consent of Independent Public Accountants

      As independent public accountants,  we hereby consent to the incorporation
by  reference  in this  Registration  Statement  on Form S-3 of our report dated
March 19, 2001,  included in Intelli-Check,  Inc.'s Annual Report on Form 10-KSB
(File  No.  001-15465)   previously  filed  with  the  Securities  and  Exchange
Commission  and to all  references  to our Firm  included  in this  Registration
Statement.

                                                  ARTHUR ANDERSEN LLP

New York, New York
April 24, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>file004.txt
<DESCRIPTION>FORM OF RIGHTS CERTIFICATE
<TEXT>



                 FORM OF RIGHTS CERTIFICATE: COMMON STOCKHOLDER

-------------  ---------------   -------------    ---------------------------
  SEQUENCE       ACCOUNT KEY        RIGHT #            RIGHT TO PURCHASE

                                     RIGHTS

                               INTELLI-CHECK, INC.

                               RIGHTS CERTIFICATE

                   FOR INFORMATION AND ASSISTANCE PLEASE CALL:

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                             (212) 509-4000 Ext. 535

      The  undersigned  has  Rights  of  Intelli-Check,  Inc.  (the  "Company"),
entitling  the  undersigned  to purchase the Company's  common stock,  par value
$0.001 per share (the "Common Stock"),  offered by the Company by its prospectus
dated  __________  (the  "Prospectus"),  subject to the terms  described  in the
Prospectus.

      By executing this Rights Certificate,  the undersigned acknowledges having
received and read the  Prospectus,  and understands  that as a Rightsholder  (as
defined  in the  Prospectus),  subject  to  certain  limitations  stated  in the
Prospectus,  the  undersigned  is entitled  to purchase  the number of shares of
Common Stock,  as is shown above based on a purchase price of $8.50 per share of
Common Stock.

                                             By:
                                                ----------------------------
                                                       as Rights Agent

<PAGE>

IMPORTANT:  PAYMENT  FOR SHARES OF COMMON  STOCK MUST BE MADE BY WIRE  TRANSFER,
CHECK OR MONEY ORDER PAYABLE TO  CONTINENTAL  STOCK  TRANSFER & TRUST COMPANY AS
AGENT FOR INTELLI-CHECK,  INC. IN U.S. DOLLARS BEFORE THE APPLICABLE  EXPIRATION
DATE.  IF FULL PAYMENT IS NOT  RECEIVED BY  CONTINENTAL  STOCK  TRANSFER & TRUST
COMPANY BEFORE THE APPLICABLE EXPIRATION DATE YOUR PURCHASE WILL BE REJECTED.

AN EXERCISE FOR SHARES OF COMMON STOCK IS IRREVOCABLE.

THESE  SECURITIES MAY BE REDEEMED BY THE COMPANY UPON THE TERMS DESCRIBED IN THE
PROSPECTUS.

THE  SECURITIES  REPRESENTED  BY  THIS  RIGHTS  CERTIFICATE  MAY  NOT  BE  SOLD,
TRANSFERRED,  ASSIGNED, PLEDGED OR ENCUMBERED OR IN ANY OTHER WAY ALIENATED. ANY
PURPORTED SALE, TRANSFER,  ASSIGNMENT, PLEDGE OR ENCUMBRANCE OR OTHER ALIENATION
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE NULL AND VOID.

              RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED BY
                               INTELLI-CHECK, INC.

      Exercise of Rights may have  significant  tax  consequences.  See "Certain
Federal Income Tax Consequences" in the accompanying Prospectus.

      Upon the terms and subject to the conditions  specified in the Prospectus,
the undersigned hereby:

      A.    Purchases shares of Common Stock as follows:

            1.  NUMBER OF SHARES OF COMMON  STOCK  SUBSCRIBED  FOR  PURSUANT  TO
RIGHTS:  ______________ (May not exceed the number of Rights on the face of this
certificate)

            2. EXERCISE PRICE PER SHARE: $8.50

            3.  TOTAL  AMOUNT  OF  PAYMENT  FOR  SHARES  OF  COMMON  STOCK TO BE
PURCHASED: $_______________ (Line 1 multiplied by line 2)

            Check one box:

            |_|   Enclosed  is my check or money  order  payable to  Continental
                  Stock  Transfer & Trust  Company  as Agent for  Intelli-Check,
                  Inc.


                                      -2-
<PAGE>

            |_|   Payment has been made by wire  transfer to  Continental  Stock
                  Transfer & Trust Company's  account (wire  instructions are in
                  the Prospectus).

      B.    Certifies as follows (check one and complete blanks):

            |_|   As of March 30, 2001, I was the record  holder AND  beneficial
                  owner of the  shares  of  Common  Stock to  which  the  Rights
                  exercised hereunder relate, and,

                  (i)   as   of   March   30,   2001,   I   beneficially   owned
                        _______________ shares of Common Stock; and

                  (ii)  as of the  date  hereof,  I  continue  to be the  record
                        holder and beneficial owner of _________________  shares
                        of Common Stock listed in (i),  having not  transferred,
                        assigned,  pledged or  otherwise  encumbered  beneficial
                        ownership of such shares since the Record Date.

            |_|   As of the Record Date of the Rights exercised hereunder:

                  (i)   shares of Common  Stock to which  the  Rights  exercised
                        hereunder  relate  were held by the  undersigned  record
                        holder on behalf of the beneficial owner of such shares;
                        and

                  (ii)  as of the date hereof,  such beneficial  owner continues
                        to be the beneficial owner of ___________________ shares
                        of Common Stock listed in (i),  having not  transferred,
                        assigned,  pledged or  otherwise  encumbered  beneficial
                        ownership of such shares since the Record Date.

RETURN THIS FORM IN THE  PRE-ADDRESSED  STAMPED ENVELOPE ALONG WITH A PAYMENT IN
U.S.  DOLLARS  BY CHECK,  DRAFT OR MONEY  ORDER  PAYABLE  TO  CONTINENTAL  STOCK
TRANSFER & TRUST  COMPANY AS AGENT FOR  INTELLI-CHECK,  INC.  (OR PAYMENT MAY BE
MADE BY WIRE TRANSFER) TO:

                        BY MAIL/HAND/OVERNIGHT DELIVERY:

                     Continental Stock Transfer & Trust Company
                     2 Broadway
                     New York, New York 10004


                                      -3-
<PAGE>

      Acceptance or rejection by the Company of this executed Rights Certificate
shall be effective in accordance with the terms set forth in the Prospectus. All
questions  concerning  the  timeliness,  validity,  form and  eligibility of any
exercise of Rights will be determined by the Company, whose determinations shall
be final and binding.

      Shares of Common Stock will be  registered in the same manner as set forth
on the face of this  Rights  Certificate.  Stock  certificates  evidencing  such
shares of Common Stock will be sent to you as soon as practicable  after receipt
of valid payment therefor.

Date:____________________________

Name:________________________________

Title:___________________________

Signature:_________________________

Day Phone: (   ) _____________________________

Evening Phone: (   ) _____________________________


                                      -4-
<PAGE>

              FORM OF RIGHTS CERTIFICATE: OPTION OR WARRANT HOLDER

-------------  ---------------   -------------    ---------------------------
  SEQUENCE       ACCOUNT KEY        RIGHT #            RIGHT TO PURCHASE

                                     RIGHTS

                               INTELLI-CHECK, INC.

                                     RIGHTS

                                   CERTIFICATE

                   FOR INFORMATION AND ASSISTANCE PLEASE CALL:

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                             (212) _________________

      The  undersigned  has  Rights  of  Intelli-check,  Inc.  (the  "Company"),
entitling  the  undersigned  to purchase the Company's  common stock,  par value
$0.001 per share (the "Common Stock"),  offered by the Company by its prospectus
dated _____________,  (the "Prospectus"),  subject to the terms described in the
Prospectus.

      By executing this Rights Certificate,  the undersigned acknowledges having
received and read the Prospectus, and understands that as a Holder of Rights (as
defined  in the  Prospectus),  subject  to  certain  limitations  stated  in the
Prospectus,  the  undersigned  is entitled  to purchase  the number of shares of
Common Stock, as is shown above based on a purchase price of $ 8.50 per share of
Common Stock.

                                      By:
                                         ---------------------------------
                                                  as Rights Agent

<PAGE>

IMPORTANT:  PAYMENT  FOR SHARES OF COMMON  STOCK MUST BE MADE BY WIRE  TRANSFER,
CHECK OR MONEY ORDER PAYABLE TO  CONTINENTAL  STOCK  TRANSFER & TRUST COMPANY AS
AGENT FOR INTELLI-CHECK,  INC., IN U.S. DOLLARS BEFORE THE APPLICABLE EXPIRATION
DATE.

IF FULL PAYMENT IS NOT RECEIVED BY  CONTINENTAL  STOCK  TRANSFER & TRUST COMPANY
BEFORE THE APPLICABLE EXPIRATION DATE YOUR PURCHASE WILL BE REJECTED.

AN EXERCISE FOR SHARES OF COMMON STOCK IS IRREVOCABLE.

THESE  SECURITIES MAY BE REDEEMED BY THE COMPANY UPON THE TERMS DESCRIBED IN THE
PROSPECTUS.

THE  SECURITIES  REPRESENTED  BY  THIS  RIGHTS  CERTIFICATE  MAY  NOT  BE  SOLD,
TRANSFERRED,  ASSIGNED, PLEDGED OR ENCUMBERED OR IN ANY OTHER WAY ALIENATED. ANY
PURPORTED SALE, TRANSFER,  ASSIGNMENT, PLEDGE OR ENCUMBRANCE OR OTHER ALIENATION
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE NULL AND VOID.

              RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED BY
                               INTELLI-CHECK, INC.

      Upon the terms and subject to the conditions  specified in the Prospectus,
the undersigned hereby:

      A.    Purchases shares of Common Stock as follows:

            1.  NUMBER OF SHARES OF COMMON  STOCK  SUBSCRIBED  FOR  PURSUANT  TO
RIGHTS:  __________  (May not  exceed  the  number of Rights on the face of this
certificate)

            2. EXERCISE PRICE PER SHARE:

               $8.50

            3.  TOTAL  AMOUNT  OF  PAYMENT  FOR  SHARES  OF  COMMON  STOCK TO BE
PURCHASED: $_________ (Line 1 multiplied by line 2)


                                      -2-
<PAGE>

            Check one box:


            |_|   Enclosed  is my check or money  order  payable to  Continental
                  Stock  Transfer and Trust Company as Agent for  Intelli-Check,
                  Inc.

            |_|   Payment has been made by wire  transfer to  Continental  Stock
                  Transfer & Trust Company's  account (wire  instructions are in
                  the Prospectus).

B.    Certifies as follows (check one):

      |_|   As of the date on which I exercised  stock  options or warrants  for
            the Common Stock to which the Rights exercised  hereunder  relate, I
            was the  record  holder and  beneficial  owner of the shares of such
            Common Stock; and

      (i)   Upon the exercise of my options or warrants, I became the beneficial
            owner of __________________ shares of Common Stock; and

      (ii)  as of the date  hereof,  I  continue  to be the  record  holder  and
            beneficial owner  of_________________  shares of Common Stock listed
            in (i),  having not  transferred,  assigned,  pledged  or  otherwise
            encumbered  beneficial ownership of such shares since I exercised my
            stock options or warrants.

      |_|   As of the date on which the stock options or warrants were exercised
            to purchase the Common Stock to which the Rights exercised hereunder
            relate,  shares of such Common  Stock where held by the  undersigned
            record holder on behalf of the beneficial owner of such shares; and

      (i)   Upon the  exercise of options or  warrants,  such  beneficial  owner
            became the beneficial owner of  __________________  shares of Common
            Stock; and

      (ii)  as of the date hereof,  such  beneficial  owner  continues to be the
            beneficial  owner of  _________________  the shares of Common  Stock
            listed  in  (i),  having  not  transferred,   assigned,  pledged  or
            otherwise  encumbered  beneficial  ownership  of such  shares  since
            exercising the stock options or warrants.

RETURN THIS FORM IN THE  PRE-ADDRESSED  STAMPED ENVELOPE ALONG WITH A PAYMENT IN
U.S.  DOLLARS  BY CHECK,  DRAFT OR MONEY  ORDER  PAYABLE  TO


                                      -3-
<PAGE>

CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS AGENT FOR INTELLI-CHECK,  INC. (OR
PAYMENT MAY BE MADE BY WIRE TRANSFER) TO:

                        BY MAIL/HAND/OVERNIGHT DELIVERY:

                     Continental Stock Transfer & Trust Company
                     2 Broadway
                     New York, New York 10011

      Acceptance or rejection by the Company of this executed Rights Certificate
shall be effective in accordance with the terms set forth in the Prospectus. All
questions  concerning  the  timeliness,  validity,  form and  eligibility of any
exercise of Rights will be determined by the Company, whose determinations shall
be final and binding.

      Shares of Common Stock will be  registered in the same manner as set forth
on the face of this  Rights  Certificate.  Stock  certificates  evidencing  such
shares of Common Stock will be sent to you as soon as practicable  after receipt
of valid payment therefor.

Date:__________________________

Name:__________________________

Title:_________________________

Signature:__________________________

Day Phone: (   )_____________________

Evening Phone: (   )_________________



                                      -4-
<PAGE>

                           FORM OF RIGHTS CERTIFICATE

                                     PART 2

SPECIAL DELIVERY  INSTRUCTIONS  FOR  RIGHTSHOLDERS:  UNLESS OTHERWISE  INDICATED
BELOW. THE RIGHTS AGENT IS HEREBY AUTHORIZED TO DELIVER  CERTIFICATES FOR COMMON
STOCK TO RIGHTSHOLDERS AT THE ADDRESS SET FORTH ABOVE.

To be completed ONLY if the certificate  representing  the Common Stock is to be
sent to an address other than that shown above.

Mail and deliver to:

Name:
     -----------------------------       ----------------------------
             (Please Print)                     Street Address

     -----------------------------       ----------------------------
     City       State     Zip Code        Social Security or Tax ID#

                                 ACKNOWLEDGMENT

            THE RIGHTS CERTIFICATE IS NOT VALID UNLESS YOU SIGN BELOW

      I/We  acknowledge  receipt of the  Prospectus  and  understand  that after
delivery to the Company, I/We may not modify or revoke this exercise.

      Under penalties of perjury,  I/We certify that the  information  contained
herein,  including the social security number or taxpayer  identification number
given above, is correct.

      The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's  transfer  agent without any
alteration or change whatsoever.


                                      -5-
<PAGE>

Signature(s) of registered holder

         Dated:

      If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officers(s) of a corporation or another acting in
a  fiduciary  or   representative   capacity,   please   provide  the  following
information.

         Name:                                Daytime Phone (   )

              --------------------------      ------------------------------
                     (Please Print)

                                              Evening Phone (   )

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

Capacity:

         --------------------------------
                  (Full Title)

Address:

        -------------------------------      Social Security or Taxpayer ID#
              (Including Zip Code)
                                             -------------------------------


                                      -6-
<PAGE>

                            GUARANTEE OF SIGNATURE(S)

      All  Rightsholders  who specify special  delivery  instructions  must have
their   signatures   guaranteed  by  an  Eligible   Institution.   An  "Eligible
Institution"  for  this  purpose  is  a  bank,  stockbroker,  savings  and  loan
association and credit union with membership in an approved signature guaranteed
medallion  program,  pursuant to Rule 17Ad-15 of the Securities  Exchange Act of
1934.

Authorized signature                     Name of Firm

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

Name                                     Address

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

Title                                    Area Code and

------------------------------           Telephone Number

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

Dated

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

NAME

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

ADDRESS

------------------------------
(CITY, STATE AND ZIP CODE)


                                      -7-
<PAGE>

                      PAYER'S NAME: ______________________

<TABLE>
<CAPTION>
-----------------------------    ---------------------------------------------    ----------------------------------
<S>                              <C>                                              <C>
SUBSTITUTE FORM W-9              PART 1: PROVIDE YOUR TIN IN THE BOX TO THE
                                 RIGHT AND CERTIFY BY SIGNING AND DATING
                                 BELOW                                            ----------------------------------
                                                                                  Social Security Number OR

                                                                                  ----------------------------------
                                                                                  Employer Identification No.
-----------------------------    ---------------------------------------------    ----------------------------------
DEPARTMENT OF THE TREASURY       PART 2:  CERTIFICATION.  Under  penalties of
INTERNAL REVENUE SERVICE         perjury,  I  certify  that  (1)  the  number
                                 above  on  this  form  is my  correct  Taxpayer
                                 Identification  Number (or I am  waiting  for a
                                 number to be  issued  to me),  and (2) I am not
                                 subject to backup  withholding either because I
                                 am exempt from backup  withholding,  I have not
                                 been  notified  by the IRS that I am subject to
                                 backup  withholding as a result of a failure to
                                 report all  interest or  dividends,  or the IRS
                                 has notified me that I am no longer  subject to
                                 backup withholding.
-----------------------------    ---------------------------------------------    ----------------------------------
PAYER'S REQUEST FOR              PART 3:
TAXPAYER IDENTIFICATION
NUMBER (TIN)                     Awaiting TIN
-----------------------------    ---------------------------------------------    ----------------------------------
FOR PAYEE EXEMPT FROM            PART 4:
BACKUP WITHHOLDING
                                 Exempt:

                                 Certificate  Instructions.  You must  cross out
                                 item (2) above if you have been notified by the
                                 IRS that you are subject to backup  withholding
                                 because of underreporting interest or dividends
                                 on your tax  return.  However,  if after  being
                                 notified  by the IRS that you were  subject  to
                                 backup   withholding,   you  received   another
                                 notification  from  the  IRS  that  you  are no
                                 longer  subject to backup  withholding,  do not
                                 cross out item (2).
-----------------------------    ---------------------------------------------    ----------------------------------

                           Signature:________________________________ Date:________________

                           Name (Please Print):____________________________________________

--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -8-
<PAGE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP  WITHHOLDING
      OF 31% OF ANY  DIVIDEND  PAYMENTS  MADE TO YOU ON SHARES  OF COMMON  STOCK
      ISSUED UPON EXERCISE OF THE RIGHTS.  PLEASE REVIEW THE ENCLOSED GUIDELINES
      FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM 2-9
      FOR ADDITIONAL DETAILS.

           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                    THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

            CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer  identification  number has
not been issued to me, and either (a) I have mailed or delivered an  application
to receive a taxpayer  identification  number to the  appropriate  IRS Center or
Social  Security  Administration  Office or (b) I intend to mail or  deliver  an
application in the near future. I understand that if I do not provide a taxpayer
identification  number within sixty (60) days,  31% of all  reportable  dividend
payments made to me thereafter on shares of Common Stock issued upon exercise of
the Rights will be withheld until I provide a taxpayer identification number.

          -------------------------------         ----------------------------
                     Signature                                Date

         Name (Please Print)


                                       -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>file005.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>



                          NOTICE OF GUARANTEED DELIVERY
                             FOR RIGHTS CERTIFICATES

      This  form,  or one  substantially  equivalent  hereto,  must  be  used to
exercise  Rights   described  in  the  Prospectus  dated   ______________   (the
"Prospectus") of Intelli-Check,  Inc., (the "Company"), if a Rightsholder cannot
deliver the Right  Certificate(s)  evidencing  the Rights,  to the Rights  Agent
listed below at or prior to 5:00 p.m. New York City time on the Expiration Date.
Such form must be delivered by hand or sent by facsimile transmission or mail to
the Rights  Agent,  and must be received by the Rights  Agent on or prior to the
Expiration  Date.  See  "Description  of Rights --  Exercise  of  Rights" in the
Prospectus.  Payment  of the  applicable  Exercise  Price for each  share of the
Company's  Common Stock  purchased upon exercise of such Rights must be received
by the Rights Agent in the manner specified in the Prospectus at or prior to the
Expiration Date even if the Rights  Certificate  evidencing such Rights is being
delivered pursuant to the procedure for guaranteed delivery thereof.

         The Rights Agent is: Continental Stock Transfer & Trust Company

--------------------------------------------    ---------------------------
      By Mail/Hand/Overnight Courier:             Facsimile Transmission
                                                      (212) 616-7610
      Continental Stock Transfer &
      Trust Company
      2 Broadway
      New York, New York 10004

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

DELIVERY  OF THIS  INSTRUMENT  TO AN ADDRESS  OTHER  THAN AS SET FORTH  ABOVE OR
TRANSMISSION OF INSTRUCTIONS  VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.

Gentlemen:

      The undersigned hereby represents that he or she is the holder of a Rights
Certificate(s)  representing  ______  Rights and that such Right  Certificate(s)
cannot be delivered to the Rights Agent at or before the Expiration  Date.  Upon
the terms and subject to the conditions set forth in the Prospectus,  receipt of
which is hereby  acknowledged,  the  undersigned  hereby  elects to purchase one
share  of  Common  Stock  per  Right  with  respect  to  each of  ______  Rights
represented by such Right Certificate.  The undersigned understands that payment
of the Exercise Price for each share of Common Stock  purchased must be received
by the Rights Agent at or before the Expiration  Date and  represents  that such
payment, in the aggregate amount of $_________, either (check appropriate box):

      |_|   is delivered herewith; or

<PAGE>

      |_|   was delivered separately;

in the manner set forth below (check  appropriate  box and complete  information
relating thereto):

      |_|   wire transfer of funds:___________________________________________

            name of transferor institution:___________________________________

            date of transfer:_________________________________________________

            confirmation number (if available):_______________________________

      |_|   uncertified  check (payment by uncertified  check will not be deemed
            to have been  received  by the  Rights  Agent  until  such check has
            cleared.  Holders  paying by such  means  are urged to make  payment
            sufficiently in advance of the applicable  Expiration Date to ensure
            that such payment clears by such time.)

      |_|   certified check;

      |_|   bank draft (cashier's check);

      |_|   money order;

      name of maker:_________________________________________________________

      date and number of check, draft or money order number:

      _______________________________________________________________________

      bank on which check is drawn or issuer of money order:

      _______________________________________________________________________

Signature(s):________________________________________________________________

Address:_____________________________________________________________________

Name(s):_____________________________________________________________________

Please Type or Print Area Code and Tel. No(s).:______________________________

Right Certificate No(s). (if available):_____________________________________


                                      -2-
<PAGE>

                              GUARANTEE OF DELIVERY

          (NOT TO BE USED FOR RIGHTS CERTIFICATE SIGNATURE GUARANTEE.)

      The  undersigned,  a  member  firm  of a  registered  national  securities
exchange  or of the  National  Association  of  Securities  Dealers,  Inc.  or a
commercial bank or trust company having an office or correspondent in the United
States,  guarantees  that the  undersigned  will deliver to the Rights Agent the
certificates  representing the Rights being exercised hereby,  with any required
signature guarantees and any other required documents,  all within five business
days after the date hereof.

Dated: ________________________________________________________________________

Name of Firm: _________________________________________________________________

Address: ______________________________________________________________________

Telephone:   (   )_____________________________________________________________

Authorized Signature:__________________________________________________________

      The institution  which completes this form must  communicate the guarantee
to the Rights  Agent and must  deliver  the Right  Certificate(s)  to the Rights
Agent  within the time period shown  herein.  Failure to do so could result in a
financial loss to such institution.


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>file006.txt
<DESCRIPTION>FORM OF RIGHTS AGENT AGREEMENT
<TEXT>



                             RIGHTS AGENT AGREEMENT

      This RIGHTS  AGREEMENT  ("Agreement") is made and entered into as of April
___,  2001,  by and between  Intelli-Check,  Inc., a Delaware  corporation  (the
"Company") and Continental Stock Transfer & Trust Company (the "Rights Agent").

                                    RECITALS

      A. The Company has (i)  declared a dividend of rights  (each a "Right") to
purchase  shares of common  stock,  $.001 par value per share  ("Common  Stock")
payable to  stockholders  of record on the close of  business  on March 30, 2001
(the  "Record  Date") and (ii)  attached  Rights to the  shares of Common  Stock
underlying any options and warrants outstanding as of the Record Date.

      B. The Company will file with the Securities and Exchange  Commission (the
"SEC"), under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement  on Form S-3 relating to the Common Stock to be issued on the exercise
of the Rights.

      C. Each Right  distributed  to  holders of record on the Record  Date will
entitle the holder thereof to purchase, subject to section 4.2 hereof, one share
of Common Stock for $8.50 per share (the "Exercise Price").

      D. The Company  wishes the Rights Agent to act on its behalf in connection
with the rights  offering (the "Rights  Offering") as set forth herein,  and the
Rights Agent is willing so to act.

<PAGE>

                                    AGREEMENT

      NOW,  THEREFORE,  for good and  valuable  consideration  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

      1.  APPOINTMENT OF RIGHTS AGENT.  The Company  hereby  appoints the Rights
Agent to act as agent in  accordance  with the  instructions  set  forth in this
Agreement,  and the Rights Agent hereby accepts such  appointment  and agrees to
take such actions as may be necessary to effectuate the terms of this Agreement.
The Company may from time to time appoint such  co-rights  agents as it may deem
necessary or desirable.

      2. DISTRIBUTION OF RIGHTS CERTIFICATES.

            2.1. Each Right  Certificate,  in substantially the form attached as
Exhibit A hereto, subject to such changes as the parties deem necessary ("Rights
Certificates"),  shall  evidence  the holder of Rights  (each a  "Rightsholder")
therein named to purchase  shares of Common Stock upon the terms and  conditions
therein and herein set forth.

            2.2. Upon the written authorization of the Company, signed by any of
its duly  authorized  officers,  as to the Record Date,  the Rights Agent shall,
from a list of the  Rightsholders  of Common  Stock to be prepared by the Rights
Agent in its capacity as Transfer Agent of the Company, prepare and record Right
Certificates  in the names of the  Rightsholders,  setting  forth the  number of
Rights to purchase shares of Common Stock  calculated on the basis of 0.1 Rights
for each share of Common  Stock  recorded  on the books in the name of each such
Rightsholder.  The number of Rights  distributed to each  Rightsholder  shall be
rounded down to the nearest  whole number.  No fractional  Rights will be issued
upon  exchange of a Rights  Certificate,  and any  requests to exchange a Rights
Certificate  that would  result in the  issuance  of  fractional  Rights will be
rejected.


                                      -2-
<PAGE>

            2.3. Upon the written authorization of the Company, signed by any of
its duly  authorized  officers,  as to the exercise of  outstanding  warrants or
options, the Rights Agent shall issue Rights Certificates to the holders of such
options and warrants as the Company may direct.

            2.4.  Upon the written  advice from counsel to the Company as to the
effective date of the  Registration  Statement,  the Rights Agent shall promptly
deliver the Rights Certificates, together with a copy of the Prospectus, and any
other  document  as  the  Company  deems  necessary  or   appropriate,   to  all
stockholders   with  record  addresses  in  the  United  States  (including  its
territories and possessions and the District of Columbia).

      3. RIGHTSHOLDERS.

            3.1. The Rights  Certificate  will be prepared by the Rights  Agent,
and the Rights  Agent  shall  affix  such  identifying  information  as it deems
necessary to identify each  Rightsholder.  No Rights  Certificate shall be valid
for any purpose unless so executed.

            3.2.  The  Rights  Agent  will  keep or  cause  to be  kept,  at its
principal  offices,  books for registration of Rights.  Such books will show the
names and  addresses of the  respective  Rightsholders  and the number of Rights
that have been granted or are held.

            3.3. Rights may not be transferred,  assigned, pledged or encumbered
by the Rightsholder or a beneficial owner of such Rightsholder.

            3.4.  Upon  receipt by the Company and the Rights  Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate,  and, in case of loss, theft or destruction,  of indemnity
and/or   security   satisfactory  to  them,  in  their  sole   discretion,   and
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental   thereto,   and  upon  surrender  and  cancellation  of  the  Rights
Certificate,  if mutilated,  the Rights Agent will make and deliver a new Rights
Certificate of like tenor to the registered


                                      -3-
<PAGE>

Rightsholder,  in lieu of the Rights Certificate so lost,  stolen,  destroyed or
mutilated.  If required by the Company or the Rights  Agent,  an indemnity  bond
must be  sufficient  in the judgment of each party to protect the  Company,  the
Rights Agent or any agent thereof from any loss that any of them may suffer if a
lost, stolen, destroyed or mutilated Rights Certificate is replaced.

            3.5. The Rights will expire one (1) year after the effective date of
the Registration Statement (the "Expiration Date").

      4. EXERCISE OF RIGHTS.

            4.1.  Subject to Section 4.2, a Rightsholder may exercise his or her
Right(s) by completing, signing and delivering or mailing the Rights Certificate
(with any  required  signature  guarantee(s)  as  required by the form of Rights
Certificate), together with payment in full of the Exercise Price for each Right
for  which  he or she is  exercising  as  follows:  by mail,  hand or  overnight
delivery to Continental  Stock Transfer & Trust Company,  2 Broadway,  New York,
New York 10004. In order for a Rightsholder to exercise his or her Right(s), the
completed Rights Certificate and payment must be received by the Rights Agent by
5:00 p.m. New York Time on or before the Expiration Date. Checks or money orders
should be made payable to  "Continental  Stock Transfer & Trust Company as Agent
for Intelli-Check, Inc." in United States Dollars.

            4.2. A  Rightsholder  may  exercise  his or her  Rights  only to the
extent  such  Rightsholder   maintains   continuous   ownership  (of  record  or
beneficially)  of the shares of Common Stock to which the Rights relate from the
Record  Date  through  the  date on  which  the  Rights  are  exercised.  If the
Rightsholder  is both the record and  beneficial  owner of the shares,  then the
Rightsholder  shall certify  continued  ownership as part of the executed Rights
Certificate.  If the Rightsholder is exercising Rights on behalf of a beneficial
owner of the  shares  of  Common  Stock


                                      -4-
<PAGE>

to which the  Rights  relate,  then the  Rightsholder  shall  certify as to such
beneficial owner's continued  ownership of shares of Common Stock at and through
the  applicable  dates.  Rights  will  become  unexercisable  to the extent that
beneficial  ownership of the shares to which they relate are transferred between
the Record Date and the date of exercise.

            4.3. The Exercise  Price will be payable in United States dollars by
check drawn upon a U.S.  bank or postal,  telegraphic  or express money order or
wire  transfer of funds to the account  maintained  by the Rights Agent for such
purpose  payable to the order of  Continental  Stock Transfer & Trust Company as
Agent for  Intelli-Check,  Inc. The  Exercise  Price will be deemed to have been
received by the Rights Agent only upon (i) clearance of any  uncertified  check,
(ii)  receipt by the Rights  Agent of any  certified  check  drawn upon a United
States  bank or of any  postal,  telegraphic  or  express  money  order or (iii)
receipt of good funds in the Rights Agent's account.

      5. REDEMPTION OF RIGHTS.

            5.1.  The Company  may, at its option,  redeem all but not less than
all of the then outstanding Rights, at a redemption price of $.01 per Right (the
"Redemption  Price"),  appropriately  adjusted to reflect any stock split, stock
dividend or recapitalization, if (i) the last sale price of the Company's Common
Stock as reported on the American Stock  Exchange (or the principal  exchange on
which  the  Common  Stock  is then  listed)  exceeds  $10.50  per  share  for 20
consecutive  trading  days or (ii)  upon a "Change  is  Control."  A "Change  in
Control"  means any event where:  (i) any "person" or "group" (as such terms are
used  in  Section  13(d)  and  14(d)  of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
of  shares  representing  more  than  50% of the  combined  voting  power of the
then-outstanding securities entitled to vote generally in elections of directors
of the Company


                                      -5-
<PAGE>

("Voting  Stock"),  (ii) the Company  consolidates with or merges
into any other corporation, or any other person merges into the Company, and, in
the case of any such transaction, the outstanding Common Stock of the Company is
reclassified  into or exchanged for any other  property or security,  unless the
stockholders of the Company immediately before such transaction own, directly or
indirectly  immediately  following such transaction,  at least a majority of the
combined  voting power of the outstanding  voting  securities of the corporation
resulting from such  transaction in  substantially  the same proportion as their
ownership of the Voting Stock  immediately  before such  transaction,  (iii) the
Company conveys,  transfers or leases all or substantially  all of its assets to
any person (other than to one or more wholly-owned  subsidiaries of the Company)
or (iv) any time the  Continuing  Directors do not  constitute a majority of the
Board of Directors of the Company (or, if applicable, a successor corporation to
the Company). "Continuing Directors" means as of any date of determination,  any
member of the Board of  Directors  of the  Company  who (i) was a member of such
Board of  Directors  on the date of this  Agreement  or (ii) was  nominated  for
election or elected to such Board of  Directors  with the approval of a majority
of the  Continuing  Directors who were members of such board at the time of such
nomination or election.

            5.2.  Promptly  upon action by the Board of Directors of the Company
ordering the  redemption of the Rights,  the Company and Rights Agent shall give
30 days written notice  ("Notice  Period") of the redemption of the Rights.  The
Rights  Agent  shall give notice of such  redemption  to the holders of the then
outstanding  Rights by  mailing  such  notice to all such  holders at their last
address  appearing upon the registry books of the Rights Agent.  Any notice that
is mailed in the manner  provided  herein shall be deemed given,  whether or not
the holder receives the notice.  Upon expiration of the Notice Period, the right
to  exercise  the Rights will


                                      -6-
<PAGE>

terminate and the only right thereafter of the Rightsholders shall be to receive
the Redemption Price.

      6.  DELIVERY  OF  SECURITIES.  The Rights  Agent,  in its  capacity as the
Transfer Agent,  shall issue certificates for Common Stock upon the instructions
of the Company,  according to the executed  Rights  Certificates  that have been
accepted by the Company. The Company shall inform the Rights Agent in writing as
to the acceptance of payment and the date for actual issuance of Common Stock to
each Rightsholder.  Shares of Common Stock to be issued pursuant to the exercise
of  Rights  are to be  registered  in the name of the  registered  holder of the
Rights  Certificate.  Delivery  of  the  stock  certificates  are  to be to  the
registered holder of the Rights Certificate.

      7.  FRACTIONAL  RIGHTS AND SHARES.  No  fractional  Rights or cash in lieu
thereof  will be  issued or paid.  The  number  of  Rights  distributed  to each
Rightsholder  or  beneficial   owner  holding  through  a  Qualified   Financial
Institution  that  complies with the  procedures  set forth in Section 2.2 above
will be rounded down to the next whole number.  All questions as to the validity
and  eligibility of any rounding of fractional  Rights will be determined by the
Company in its sole discretion, and its determination will be final and binding.

      8.  REPORTS.  The Rights Agent will notify the Company and its  designated
representatives by telephone each commencing on the distribution date and ending
at the Expiration Date, which notice will thereafter be confirmed in writing, of
(i) the number of Rights  exercised  each week and (ii) the number of Rights for
which a defective  Rights  Certificate  has been  received and (iii)  cumulative
totals with respect to the  information set forth in each of the clauses (i) and
(ii)  above.  The  Rights  Agent  will also  maintain  and  update a listing  of
Rightsholders   who  have  fully  or  partially   exercised   their  Rights  and
Rightsholders who have not


                                      -7-
<PAGE>

exercised  their  Rights.  The Rights  Agent will  provide  the  Company and its
respective designated  representatives with the information compiled pursuant to
this Section 8 and any Rights Certificates or other documents or date from which
such information is derived, as any of them may request. The Rights Agent hereby
represents  and warrants  that the  information  contained in each  notification
referred to in this Section 8 will be accurate in all material respects.

      9. AMENDMENTS AND WAIVERS;  TERMINATION. The Company reserves the right to
alter the Expiration Date upon 30 days notice to Rightsholders, and to amend the
terms and  conditions of the Rights,  whether the amended terms are more or less
favorable to Rightsholders.  All questions as to the timeliness,  validity, form
and eligibility (including time of receipt and record ownership) of any exercise
of Rights will be determined by the Company,  whose determinations will be final
and  binding,  and the Company  reserves  the right to reject any  exercise of a
Right if such  exercise is not in proper form, or if the  acceptance  thereof or
the issuance of Common Stock thereto could be deemed unlawful.  The Company also
reserves  the right to waive any  defect or  irregularity  or permit a defect or
irregularity to be corrected  within such time as it may determine.  An exercise
of  Rights  will not be  deemed  to have been  received  or  accepted  until all
irregularities  have  been  waived  or cured  within  such  time as the  Company
determines in its sole discretion. Neither the Company nor the Rights Agent will
be  under  any  duty to give  notification  of any  defect  or  irregularity  in
connection with the submission of Rights Certificates or incur any liability for
failure to give such  notification.  Any  exercise  as to which no notice of any
defect or irregularity  has been given by the Company or the Rights Agent and no
notice of rejection has been given prior to the Expiration Date, shall be deemed
accepted by the Company.


                                      -8-
<PAGE>

      10.  INSTRUCTIONS.  The Rights Agent is hereby  authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chief Executive  Officer or the Chief Financial  Officer of the Company,  or
any other person  designated  by any of them,  and to apply to such officers for
advice or instructions in connection with its duties,  and the Rights Agent will
not be liable for any action  taken by it in good faith in  accordance  with the
instructions of any such officer.

      11. FEES OF THE RIGHTS AGENT; INDEMNIFICATION.

            11.1.  The Company  agrees to pay the Rights Agent  compensation  in
accordance  with the fee schedule  attached hereto as Exhibit B for all services
rendered by it hereunder  and, from time to time, on demand of the Rights Agent,
its reasonable expenses and other  disbursements  incurred in the administration
and execution of this Agreement.

            11.2.  The Company  hereby  covenants and agrees to indemnify and to
hold the Rights Agent (the  "Indemnified  Party")  harmless  against any losses,
claims, damages, liabilities,  costs and expenses (including reasonable fees and
disbursements  of legal counsel) that the Indemnified  Party may incur or become
subject to arising from or out of any claim or liability  resulting from actions
taken as Rights Agent pursuant to this Agreement;  PROVIDED,  HOWEVER, that such
covenant and agreement does not extend to, and the Indemnified Party will not be
indemnified  or held  harmless  with respect to, such losses,  claims,  damages,
liabilities, costs and expenses incurred or suffered by the Indemnified Party as
a result,  or  arising  out of,  the  breach of this  Agreement.  In  connection
therewith,  (i) in no case will the Company be liable with  respect to any claim
against the Indemnified  Party unless the Indemnified Party notifies the Company
in writing of the  assertion  of a claim  against it or of any action  commenced
against it, as soon as practicable  after it has notice of any such assertion of
a claim or has been served with the


                                      -9-
<PAGE>

summons or other first legal  process  giving  information  as to the nature and
basis of the  claim  (but in any  event at least  ten days  prior to the date on
which an answer or other  pleading must be served in order to prevent a judgment
by default in favor of the person  asserting such claim),  (ii) the Company will
be entitled to participate at its own expense in the defense of any suit brought
to enforce  any such  claim,  and if the  Company  so elects,  it may assume the
defense of any such suit,  in which event the  Company  will not  thereafter  be
liable for the fees and expenses of any additional  counsel that the Indemnified
Party may retain,  so long as the Company  retains  counsel  satisfactory to the
party to be indemnified,  in the exercise of the party's reasonable judgment, to
defend  such  suit,  and (iii) the  Indemnified  Party  agrees not to settle any
litigation  in  connection  with any claim or  liability  with  respect to which
either or both of them may seek  indemnification  from the  Company  without the
prior written consent of the Company.

            11.3.  The  Indemnified  Party will be  protected  and will incur no
liability  for or with  respect to any action  taken,  suffered or omitted by it
without  negligence and in good faith in connection with its  administration  of
this  Agreement  in reliance  upon any Rights  Certificate,  power of  attorney,
endorsement,   affidavit  letter,  notice,  direction,   consent,   certificate,
statement or other paper or document reasonably believed by it to be genuine and
to be signed,  executed and, where  necessary,  verified or  acknowledged by the
proper  person or persons.

            11.4. Anything in this Agreement to the contrary notwithstanding, in
no  event  will the  Indemnified  Party  be  liable  for  special,  indirect  or
consequential  loss or damage of any kind whatsoever  (including but not limited
to  lost  profits),  even if the  Indemnified  Party  has  been  advised  of the
likelihood of such loss or damage and regardless of the form of action.

      12. MERGER OR  CONSOLIDATION.  Any corporation into which the Rights Agent
or Company or any successor  Rights Agent or Company may be merged or with which
it  may be


                                      -10-
<PAGE>

consolidated,  or any  corporation  resulting  from  any  merger  or
consolidation to which any of them may be a party, or any corporation succeeding
to their respective businesses,  or any successor, will be the successors to the
Rights  Agent,  or  Company,  respectively,  under this  Agreement  without  the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto.

      13.  CONCERNING THE RIGHTS AGENT.  The Rights Agent  undertakes the duties
and  obligations  imposed  by  this  Agreement  upon  the  following  terms  and
conditions:

            13.1. The Rights Agent may consult with legal counsel  acceptable to
the  Company  (who may be, but is not  required  to be,  legal  counsel  for the
Company),   and  the  opinion  of  such   counsel  will  be  full  and  complete
authorization  and  protection  to the Rights  Agent as to any  action  taken or
omitted by it in good faith and in accordance with such opinion.

            13.2. Whenever in the performance of its duties under this Agreement
the Rights Agent may deem it  necessary or desirable  that any fact or matter be
proved or  established  by the Company  prior to taking or suffering  any action
hereunder,  such fact or matter  (unless  other  evidence in respect  thereof be
herein  specifically  prescribed)  may be deemed to be  conclusively  proved and
established by a certificate  signed by the Chief Executive Officer or the Chief
Financial  Officer of the Company and  delivered to the Rights  Agent,  and such
certificate will be full  authorization to the Rights Agent for any action taken
or  suffered  in good  faith by it under the  provisions  of this  Agreement  in
reliance upon such certificate.

            13.3.  Nothing herein  precludes the Rights Agent from acting in any
other capacity for the Company.


                                      -11-
<PAGE>

      14. GENERAL PROVISIONS.

            14.1.  NOTICES.  Unless  otherwise  specifically  permitted  by this
Agreement,  all notices or other communications required or permitted under this
Agreement  shall be in writing,  and shall be  personally  delivered  or sent by
registered or certified mail, postage prepaid, return receipt requested, or sent
by telecopy,  provided that the telecopy  cover sheet contains a notation of the
date and time of transmission,  and shall be deemed received:  (i) if personally
delivered,  upon the date of  delivery  to the  address of the person to receive
such notice, (ii) if mailed in accordance with the provisions of this paragraph,
two (2) business days after the date placed in the United States mail,  (iii) if
mailed other than in accordance  with the provisions of this paragraph or mailed
from outside the United States,  upon the date of delivery to the address of the
person to receive such notice, or (iv) if given by telecopy,  when sent. Notices
shall be given at the following address:

  If to the Company:                 Intelli-Check, Inc.
                                     246 Crossways Park West
                                     Woodbury, NY 11797

  If to the Rights Agent:            Continental Stock Transfer Trust Company
                                     2 Broadway
                                     New York, New York 10004
                                     Attention: Compliance Department

      14.2.  COMPLETE  AGREEMENT;   MODIFICATION.  This  Agreement  and  written
agreements,  if any,  entered  into  concurrently  herewith (i)  constitute  the
parties'  entire  agreement,  including  all  terms,  conditions,   definitions,
warranties,  representations,  and covenants, with respect to the subject


                                      -12-
<PAGE>

matter hereof,  (ii) merge all prior  discussions  and  negotiations  between or
among any or all of them as to the subject  matter hereof,  and (iii)  supersede
and replace all terms,  conditions,  definitions,  warranties,  representations,
covenants,  agreements,  promises and  understandings,  whether oral or written,
with respect to the subject  matter  hereof.  This Agreement may not be amended,
altered or modified  except by a writing  signed by the party to be bound.  With
regard to such amendments, alterations, or modifications,  telecopied signatures
shall be  effective  as  original  signatures.  Any  amendment,  alteration,  or
modification  requiring  the  signature  of more than one party may be signed in
counterparts.

      14.3.  FURTHER  ACTION.  Each party agrees to perform any further acts and
execute and deliver any further documents  reasonably necessary to carry out the
provisions of this Agreement.

      14.4.  ASSIGNMENT.  No party may assign its  rights  under this  Agreement
without the prior written consent of the other parties hereto.

      14.5. SUCCESSORS AND ASSIGNS. Except as explicitly provided herein to the
contrary,  this Agreement  shall be binding upon and inure to the benefit of the
parties, their respective successors and permitted assigns.

      14.6.  SEVERABILITY.  If any portion of this Agreement  shall be held by a
court of competent jurisdiction to be invalid, void, or otherwise unenforceable,
the  remaining  provisions  shall  remain  enforceable  to  the  fullest  extent
permitted by law if  enforcement  would not frustrate the overall  intent of the
parties (as such  intent is  manifested  by all  provisions  of this  Agreement,
including such invalid, void, or otherwise unenforceable portion).

      14.7.  EXTENSION NOT A WAIVER. No delay or omission in the exercise of any
power,  remedy,  or right herein  provided or  otherwise  available to any party
shall impair or affect the right of such party  thereafter to exercise the same.
Any extension of time or other indulgence granted to a party hereunder shall not
otherwise alter or affect any power,  remedy or right of any other party, or the
obligations  of the party to whom such extension or indulgence is granted except
as specifically waived.


                                      -13-
<PAGE>

      14.8.  TIME OF  ESSENCE.  Time is of the  essence of each and every  term,
condition, obligation and provision hereof.

      14.9.  NO THIRD PARTY  BENEFICIARIES.  This  Agreement  and each and every
provision hereof is for the exclusive  benefit of the parties hereto and not for
the benefit of any other party.

      14.10.  HEADINGS.  The headings in this  Agreement  are inserted only as a
matter of convenience,  and in no way define,  limit, or extend or interpret the
scope of this Agreement or of any particular provision hereof.

      14.11. REFERENCES. A reference to a particular paragraph of this Agreement
shall be deemed to include references to all subordinate paragraphs, if any.

      14.12. GENDER,  NUMBER, AND TENSE.  Throughout this Agreement,  unless the
context otherwise requires:

            (i)   the masculine,  feminine, and neuter genders each includes the
                  other;

            (ii)  the singular includes the plural,  and the plural includes the
                  singular; and

            (iii) the past tense  includes  the present,  and the present  tense
                  includes the past.

      14.13. COUNTERPARTS. This Agreement may be signed in multiple counterparts
with the same force and effect as if all  original  signatures  appeared  on one
copy;  and  in  the  event  this  Agreement  is  signed  in  counterparts,  each
counterpart  shall be deemed an original  and all of the  counterparts  shall be
deemed to be one agreement.

      14.14.  DRAFTER.  The parties acknowledge that each party has received and
approved this Agreement and the normal rules of  construction to the effect that
any  ambiguities


                                      -14-
<PAGE>

are to be  resolved  against  the  drafting  party  shall not be employed in the
interpretation of this Agreement.

            14.15.   APPLICABLE  LAW.  This  Agreement  shall  be  construed  in
accordance with, and governed by, the laws of the State of New York.

      IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement
to be duly executed as of the date first above written.

                                        INTELLI-CHECK, INC.
                                        a Delaware Corporation

                                        By:____________________________________
                                                     Frank Mandelbaum
                                           Chairman and Chief Executive Officer

                                        CONTINENTAL STOCK TRANSFER
                                        & TRUST COMPANY

                                        By:____________________________________


                                      -15-
</TEXT>
</DOCUMENT>
</SUBMISSION>
