                                                                   Exhibit 10.15

                          Memorandum of Understanding
                 Between AAMVAnet, Inc. and Intelli-Check, Inc.

                                   AMENDMENT

In  addition  to  driver   licenses  and   non-driver   identification   cards,
Intelli-Check  agrees to  provide  analysis  services  for other  motor  vehicle
administration  and law  enforcement  documents,  to include but not limited to:
registrations, titles, cab cards, inspection certificates, citations, etc.

IN WITNESS WHEREOF, this amendment is agreed to as of the date below.

AAMVAnet, INC.


/s/ John E. Maxwell                          3/11/02
------------------------------               -----------------
John E. Maxwell, President                   Date



Intelli-Check, Inc.

/s/ Frank Mandelbaum                         3/5/02
------------------------------               -----------------
Frank Mandelbaum, Chairman & CEO             Date


                                       7
<PAGE>


                          Memorandum of Understanding
                 Between AAMVAnet, Inc. and Intelli-Check, Inc.

      This Memorandum of Understanding ("MOU") is effective as of the 29th
day of January 2002, between AAMVAnet, Inc. ("AAMVAnet") and Intelli-Check, Inc.
                                 ("Laboratory")

                                    PURPOSE

The  arrangement  afforded by this MOU  benefits  each  participating  U.S.  and
Canadian  jurisdiction  by 1).  detecting  variances  in  motor  vehicle  agency
documents with standards specified by AAMVAnet, and 2). recommending corrections
to bring the motor vehicle  agency  documents  into  compliance  with  standards
specified by AAMVAnet.

                                   AGREEMENT

AAMVAnet and the Laboratory agree to cooperate in the decoding,  evaluation, and
testing  of  electronically  readable  media for  specific  jurisdiction  driver
licenses and  identification  cards  ("ID's")  either in use or pending use. The
Laboratory agrees to analyze driver license and  identification  cards in use or
pending use. AAMVAnet agrees to pay the Laboratory the administrative  costs for
report  production  and the  shipping  of said  reports  upon  the  Laboratory's
submission of invoice(s) as follows:  For each analysis,  the  Laboratory  shall
furnish  three (3) reports to AAMVAnet,  AAMVAnet  agrees to pay the  Laboratory
$95.00 per three (3) reports received.

From time to time  during  the term of the  arrangement  described  in this MOU,
AAMVAnet and the Laboratory will collaborate to produce joint reports concerning
such matters on which AAMVAnet and the Laboratory  agree.  Reports may intend to
summarize and evaluate the jurisdictions'  ability to conform to those standards
specified by AAMVAnet.  If the need arises,  each party shall attempt to prepare
more detailed joint  agreements to clarify the logistical  arrangements  for any
specific activity contemplated. AAMVAnet agrees to use its reasonable efforts to
obtain and deliver to the  Laboratory,  when  possible,  in compliance  with all
applicable laws, regulations and policies of various  jurisdictions,  all of the
materials  necessary  to  evaluate  the  encoding  and  decoding  electronically
readable media for specific jurisdiction ID's.

AAMVAnet and the Laboratory  agree to distribute the reports only to persons who
have direct  involvement  with the  production of each  specific  jurisdiction's
ID's,  either  in  use  or  pending  use,  being  tested.   This  would  include
manufacturers of the specific  jurisdiction's ID's and the associated government
agencies of the specific jurisdiction.

The duration of the MOU shall be for two (2) years  beginning from the effective
date of the MOU and renewable  thereafter if mutually desired.  However,  either
party may  terminate  this MOU without  cause upon thirty (30) days  notice,  in
order to provide any current testing  sufficient time to conclude.  The decision
of AAMVAnet or the Laboratory to terminate this MOU shall not affect any testing
activities  that were  initiated  before the effective  date on which the MOU is
terminated.

For the  duration of this MOU and a period of one (1) year after,  AAMVAnet  and
the  Laboratory  each agree to take  reasonable  steps to  protect  confidential
information of the other party. This MOU is not exclusive in nature.

IN WITNESS  WHEREOF,  this Memorandum of Understanding is entered into as of the
date written above.


AAMVAnet, INC.


/s/ John E. Maxwell
-------------------------------------
John E. Maxwell, President


INTELLI-CHECK, INC.


/s/ Frank Mandelbaum
-------------------------------------
Frank Mandelbaum, Chairman & CEO

