                                                                   Exhibit 10.14

                                   EMPLOYMENT
                                    AGREEMENT

      AGREEMENT  made as of the 1st day of February 2002 between  INTELLI-CHECK,
INC. ("Company"),  a Delaware Corporation having an office at 246 Crossways Park
West,  Woodbury,  N.Y. 11797and FRANK MANDELBAUM  ("Employee"),  residing at 400
East 84th Street, New York, NY 10028.

      WHEREAS,  Employee is currently  employed as  Chairman-CEO  pursuant to an
Employment  Agreement  dated  January 1, 1999 and which  expired on December 31,
2001.

      WHEREAS,  Company  and  Employee  wish  to  enter  into  a new  Employment
Agreement  pursuant  to which  Employee  will  continue as  Chairman-CEO  of the
Company.

      NOW, THEREFORE,  in consideration of the respective agreements hereinafter
set forth, the parties agree as follows:

                                    Article I

                                   Employment


1.01  Term.  Company  hereby  employs  Employee,  and  Employee  hereby  accepts
      employment  with Company  (including also employment by, and in connection
      with the business activities of any of Company's affiliates,  subsidiaries
      and related corporations), in the position and with the duties hereinafter
      set forth,  for a period (the "term")  retroactive  to January 1, 2002 and
      ending  December 31, 2004  subject,  however,  to earlier  termination  in
      accordance with the provisions of this Agreement.

                                   Article II

                                     Duties

2.01  General.  Employee shall be the Chief Executive Officer of the Company and
      shall perform such  executive  duties as may from time to time be assigned
      to him by  Company's  Board of  Directors.  If so  elected  or  appointed,
      Employee shall also serve without  additional  compensation  as a director
      and/or officer of the Company or any of its subsidiaries.

2.02  Performance.  During the term of his  employment,  Employee  shall  devote
      substantially  all his business  time,  best efforts and  attention to the
      business,  operations  and affairs of Company and the  performance  of his
      duties  hereunder  provided,   however,   that  during  the  term  of  his
      employment,  Employee may work for a non-competitive Company so long as he
      devotes substantially all of his business time, best efforts and attention
      to the business  operations and affairs of the Company and the performance
      of his duties hereunder.

2.03  Employee's Representations. Employee represents and warrants to and agrees
      with Company that:

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      (a)   Neither the execution nor  performance by Employee of this Agreement
            is  prohibited by or  constitutes  or will  constitute,  directly or
            indirectly,  a breach or violation of, or will be adversely affected
            by, any written or other  agreement to which Employee is or has been
            a party or by which he is bound.

      (b)   Neither  Employee  nor any  business  or  entity in which he has any
            interest or from which he receives  any  payments  has,  directly or
            indirectly,  any  interest of any kind in or is entitled to receive,
            and neither  Employee nor any such  business or entity shall accept,
            from any person,  firm,  corporation  or other entity doing business
            with  Company any  payments  of any kind on account of any  services
            performed by Employee during the term of his employment.

                                   Article III

                        Compensation and Related Matters

3.01(a)  Fixed Salary. As compensation for Employee's services Company shall pay
         Employee a salary of $250,000 per annum (the "Fixed Salary").

3.01(b)  The  Employee  shall  have  the  right  at  his  election;  to  receive
         compensation in the form of the Company's restricted Common Stock. Such
         Stock shall be valued at fifty  percent  (50%) of the closing bid price
         of the  Company's  Common  Stock as  quoted  on  NASDAQ/NMS  (or  other
         established  exchange) as of the date of the Employee's election.  Such
         election may be for all or part of the Employee's Compensation.  At the
         beginning of each quarter,  Employee  shall give the Company  notice of
         his election to exercise his option to receive  restricted Common Stock
         in lieu of cash compensation.

3.01(c)  Fixed  Salary  Adjustment.  The  fixed  salary  may  not  be  decreased
         hereunder during the term of this agreement,  but may be increased upon
         review by and  within the sole  discretion  of the  Company's  Board of
         Directors.

3.01(d)  Bonus.  Employee shall be entitled to receive bonus  compensation in an
         amount as  approved  by the  Company's  Board of  Directors  based upon
         performance   criteria  as  may  be  established  by  the  Compensation
         Committee from time to time. Such bonuses may be in the form of cash or
         the Company's restricted stock.

3.02     Expenses.  Company shall pay or reimburse  Employee for all  reasonable
         travel,  hotel,  entertainment  and other business expenses incurred in
         the  performance  of Employee's  duties upon  submission of appropriate
         vouchers and other supporting data therefore.

3.03     Stock Options.  The Company shall issue Employee  350,000 stock options
         under the following terms and conditions:  All options shall be granted
         at an  exercise  price of $12.10 per share,  the  closing  price of the
         Company's  stock on February 1, 2002 (the date this was approved by the
         Company's  compensation  committee).  125,000  options  shall be issued
         immediately  pursuant to the  Company's  2001 Stock Option Plan and the
         remaining  225,000  options shall be granted outside the plan and shall
         contain  a  provision  to  be  included  in  any  future   registration
         statements or inclusion in


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<PAGE>

         any future Stock Option plans. The remaining 225,000 options shall vest
         at the rate of 75,000 per year on December 31 2002,  2003 and 2004.  In
         the event of a change in  control as  defined  in 4.05  hereafter,  all
         unvested  options  under this  agreement  shall  vest.  In the event of
         termination of employment for cause,  Employee's right to receive stock
         options  hereunder  shall  terminate as of the  effective  date of such
         termination.  Employee  shall enter into a stock option  agreement with
         Company, substantially in the form of Exhibit A attached hereto,

3.04     Benefits.  Employee shall be entitled to (i) participate in all general
         pension, profit-sharing,  life, medical, disability and other insurance
         and  employee  benefit  plans and  programs  at any time in effect  for
         executive employees of Company, provided,  however, that nothing herein
         shall  obligate  Company to establish or maintain any employee  benefit
         plan or program,  whether of the type referred to in this clause (i) or
         otherwise,  and (ii) four (4) weeks  vacation  during each twelve month
         period of employment at mutually  agreeable  times.  Employee  shall be
         entitled to the use of a Company vehicle,  however,  Employee may elect
         to provide his own vehicle and if such election is made, Company agrees
         to pay Employee One Thousand Two Hundred and Fifty Dollars ($1,500) per
         month  to cover  cost of the  vehicle,  insurance,  repairs  and  other
         expenses, pertaining thereto.

                                   Article IV

                    Termination for Cause; Disability; Death

4.01     For Cause.  Company shall have the right to terminate the employment of
         Employee  hereunder  at any time for  Cause  (as  hereinafter  defined)
         without prior notice (except as otherwise  hereinafter  provided).  For
         purposes  of  this  Agreement   "Cause"  shall  mean  and  include  the
         occurrence of any of the following acts or events by or relating to the
         Employee:  (i)  any  material  misrepresentation  by  Employee  in this
         Agreement;  (ii) any  material  breach of any  obligations  of Employee
         under this  Agreement  which remains  uncured for more than twenty (20)
         days after  written  notice  thereof by Company to  Employee  or if the
         default is such that it cannot be cured within such 20-day period, upon
         said breach;  (iii) habitual  insobriety or substance abuse of Employee
         while performing his duties hereunder;  (iv) theft of embezzlement from
         Company  or  any  other  material  acts  of  dishonesty;  (v)  repeated
         insubordination respecting reasonable orders or directions of Company's
         Board of  Directors;  (vi)  conviction  of a crime  (other than traffic
         violations  and minor  misdemeanors)  or (vii) if Employee  becomes the
         subject of any order,  judgment, or decree, not subsequently  reversed,
         suspended  or  vacated,   of  any  court  of  competent   jurisdiction,
         permanently or temporarily  enjoining him from, or otherwise  limiting,
         engaging in any activity in connection with the purchase or sale of any
         security or commodity or in connection with any violation of Federal or
         state  securities  laws  or  Federal  commodities.   In  the  event  of
         termination  for Cause,  Employee's  fixed salary shall terminate as of
         the effective date of termination of employment.

4.02     Without  Cause.  Company may not terminate the  employment of Employee,
         except for Cause not withstanding Article IV; Section 4.01 of Company's
         by-laws.

4.03     Disability.  If  Employee,  by reason of  illness,  mental or  physical
         incapacity or other disability, is unable to perform his regular duties
         hereunder  (as may be determined


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<PAGE>

         by the  Board of  Directors),  Company  shall  continue  to pay half of
         Employee's  salary  for the  balance  of the  term  of this  Agreement,
         provided,  however,  in the  event  Employee  recovers  from  any  such
         illness,  mental or physical  incapacity or other disability (as may be
         determined by an  independent  physician to which  Employee  shall make
         himself  available for  examination  at the  reasonable  request of the
         Board of  Directors),  Employee  shall  immediately  resume his regular
         duties  hereunder.  Any  payments  to  Employee  under  any  disability
         insurance or plan  maintained by Company  shall be applied  against and
         shall  reduce the amount of the  salary  payable by Company  under this
         Agreement.  If at any time during the year the  Employee has suffered a
         complete  and total  disability,  defined as the  inability  to perform
         his/her duties from any location, then the provisions of paragraph 3.03
         shall be pro-rated so as not to provide for incentive  compensation for
         the period of complete and total disability.

4.04     Death. In the event of Employee's death,  Company shall continue to pay
         half of the Employee's Fixed Salary for the balance of the term of this
         Agreement to Employee's surviving spouse,  provided,  however, that, if
         Company is the  beneficiary  of life  insurance on Employee's  life, it
         shall use the  proceeds  of such  insurance  promptly  upon the receipt
         thereof to prepay (in  inverse  order to  maturity),  half of the Fixed
         Salary  remaining  to be paid  discounted  to  present  value  using an
         assumed  interest  rate of 8% per annum.  Company  shall have the right
         (but  not  the  obligation)  to  obtain  a  life  insurance  policy  on
         Employee's  life. The proceeds of any such life insurance  policy shall
         be payable to Company.  Employee  shall  cooperate with Company and use
         his best  efforts  in all  respects  and  regard  to  obtaining  a life
         insurance policy, including, without limitation,  undergoing a physical
         examination upon reasonable request.

4.05     Change of Control.  If during the term of this  Agreement,  there shall
         occur a Change  of  Control,  Employee  may  terminate  his  employment
         hereunder  for Good  Reason  (as in  hereinafter  defined)  at any time
         during the term of this Agreement in which case he shall be entitled to
         receive  a  payment  equal  to 2.99  times  Employee's  average  annual
         compensation  paid by Company  (including  bonuses,  if any) during the
         three  years   preceding  the  date  of  termination   (the  "Severance
         Payment"),  provided,  however,  that such  Severance  Payment shall be
         reduced if and only to the extent  necessary to avoid the imposition of
         an excise  tax on such  Severance  Payment  under  Section  4999 of the
         Internal Revenue Code of 1986, as amended.  The Severance Payment shall
         be payable to Employee on the date of termination as follows:

        (i)     an  amount  equal  to  three  months  Fixed  Salary  at the rate
                prevailing on the date of termination,  provided,  however, that
                such amount  shall be reduced if three  times such amount  would
                cause  Company to be in default of any of its  convenants to any
                of its  lenders,  in which event the amount  payable to Employee
                shall be reduced so that three times such amount would not cause
                such default; and

        (ii)    the balance  remaining  after the payment set forth in (i) above
                shall be paid by Company by issuing to  Employee  that number of
                its  unregistered  common  shares  as shall  equal  the  balance
                divided by $12.10


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<PAGE>

        For purposes of this Agreement, a "Change of Control" shall be deemed to
        have  occurred on the first day on which a majority of the  Directors of
        the Company do not consist of individuals  recommended by Employee,  and
        one outside Director of the Company or if the Company is sold.

        For  purposes of this  Agreement,  "Good  Reason:  shall mean any of the
        following (without Employee's express prior written consent):

        (a)     The  assignment  to Employee  by Company of duties  inconsistent
                with Employee's then positions, duties, responsibilities, titles
                or offices or any reduction in his duties or responsibilities or
                any removal of Employee from or any failure to re-elect Employee
                to  any  of  such  positions,  except  in  connection  with  the
                termination of Employee's  employment  for Cause,  or disability
                (as  described  in  Section  4.03  herein)  or  as a  result  of
                Employee's  death or by  termination  of  employment by Employee
                other than for Good Reason, however, nothing herein prevents the
                current Board from exercising its right to elect officers.

        (b)     A  relocation  of  Company's  principal  executive  offices to a
                location  greater  than 50  miles  from  the  current  operating
                address of the Company or the Company  requiring  Employee to be
                based  anywhere other than the location at which Employee on the
                date hereof  performs  Employee's  duties,  except for  required
                travel  on  Company's   business  to  an  extent   substantially
                consistent  with Employee's  business travel  obligations on the
                date hereof or any adverse  change in the office  assignment  or
                secretarial  and other support  accorded to Employee on the date
                hereof;

        (c)     A failure  by  Company  to  continue  in effect  any  benefit or
                compensation plan (including any pension, profit-sharing, bonus,
                life,  medical,  disability  and other  insurance  and  employee
                benefit   plans  and   programs)  in  which   Employee  is  then
                participating  or plans  providing  Employee with  substantially
                similar  benefits  or the taking of any action by Company  which
                would adversely  affect  Employee's  participation  in or reduce
                Employee's benefits under any of such plans;

        (d)     The taking of any action by Company which would deprive Employee
                of any material  fringe benefit  enjoyed by Employee on the date
                hereof;

        (e)     The failure by Company to obtain the specific assumption of this
                Agreement  by any  successor  or assign of Company or any person
                acquiring substantially all of Company's assets;

        (f)     Any  material   breach  by  Company  of  any  provision  of  the
                Agreement.

4.06    Registration of Common Shares.  Employee shall have the right to require
        Company to file one registration  statement for, or otherwise  register,
        all and not less than all of the  common  shares  received  pursuant  to
        Section  4.05 (ii)  provided  that he notifies  Company of his desire to
        have these  shares  registered  herein  within 45 days of the end of the
        Company's  fiscal  year.  Company  agrees  to use its  best  efforts  to
        register these shares at its own cost and expense.  Employee  recognizes
        that Company may include these shares  together with other shares in any
        registration statement.


                                                                          Page 5
<PAGE>

                                    Article V

                    Confidential Information; Non-Competition

5.01    Confidential  Information.  Employee  shall not,  at any time  during or
        following  termination  or  expiration  of the  term of this  Agreement,
        directly  or  indirectly,  disclose,  publish  or  divulge to any person
        (except in the regular course of Company's  business),  or  appropriate,
        use or cause,  permit or induce any person to  appropriate  or use,  any
        proprietary,  secret or confidential  information of Company  including,
        without  limitation,  knowledge  or  information  relating  to its trade
        secrets, business methods, the names or requirements of customers or the
        prices,  credit or other terms extended to its  customers,  all of which
        Employee  agrees are and will be of great  value to Company and shall at
        all times be kept  confidential.  Upon termination or expiration of this
        Agreement,  Employee  shall  promptly  deliver or return to Company  all
        materials of a proprietary,  secret or  confidential  nature relating to
        Company  together  with any other  property  of  Company  which may have
        theretofore been delivered to or may be in possession of Employee.

5.02    Non-Competition.  During the term of this  Agreement and for a period of
        two years after the sooner of the  expiration  date of this Agreement or
        the date when  Employee  ceases to be employed by Company as a result of
        either a voluntary  termination of his  employment or a termination  for
        cause,  Employee shall not,  within the United States,  its  territories
        and/or,  possessions  and countries in which the Company does  business,
        without the prior written consent of Company in each instance , directly
        or  indirectly,  in any manner or  capacity,  whether for himself or any
        other person and whether as proprietor,  principal,  owner, shareholder,
        partner,  investor,   director,   officer,   employee,   representative,
        distributor  consultant,  independent  contractor or otherwise engage or
        have any  interest  in any entity  which is engaged in any  business  or
        activity then  conducted or engaged in by Company.  The two-year  period
        referred to in the preceding sentence shall be reduced by two months for
        each  full  year  that  elapses  after  the  commencement  date  of this
        Agreement.  Notwithstanding the foregoing,  however, Employee may at any
        time own in the aggregate as a passive (but not active)  investment  not
        more  than  5%  of  the   stock  or  other   equity   interest   of  any
        publicly-traded  entity  which  engages in a business  competitive  with
        Company.

5.03    Reasonableness.  Employee  agrees  that each of the  provisions  of this
        Section 5 is reasonable  and  necessary  for the  protection of Company;
        that each such provision is and is intended to be divisible; that if any
        such provision  (including  any sentence,  clause or part) shall be held
        contrary  to law or  invalid  or  unenforceable  in any  respect  in any
        jurisdiction,  or as to any  one or  more  periods  of  time,  areas  of
        business activities, or any part thereof, the remaining provisions shall
        not be  affected  but shall  remain in full  force and  effect as to the
        other  and  remaining  parts;  and that  any  invalid  or  unenforceable
        provision  shall be deemed,  without  further  action on the part of the
        parties hereto, modified, amended and limited to the extent necessary to
        render the same valid and  enforceable  in such  jurisdiction.  Employee
        further  recognizes  and  agrees  that  any  violation  of  any  of  his
        agreements  in this  Section  5 would  cause  such  damage  or injury to
        Company as would be  irreparable  and the exact amount of which would be
        impossible to ascertain and that, for such reason,


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<PAGE>

        among  others,  Company  shall be  entitled,  as a matter of course,  to
        injunctive relief from any court of competent  jurisdiction  restraining
        any  further  violation.  Such  right  to  injunctive  relief  shall  be
        cumulative  and in  addition  to,  and not in  limitation  of, all other
        rights and remedies which Company may possess.

5.04    Survival.  The provisions of this Section 5 shall survive the expiration
        or termination of this Agreement for any reason.

                                   Article VI

                                  Miscellaneous

6.01    Notices.  All notices under this Agreement shall be in writing and shall
        be  deemed  to have  been duly  given if  personally  delivered  against
        receipt or if mailed by first class registered or certified mail, return
        receipt  requested,  addressed  to  Company  and to  Employee  at  their
        respective  addresses set forth on the first page of this Agreement,  or
        to such  other  person or address as may be  designated  by like  notice
        hereunder. Any such notice shall be deemed to have been given on the day
        delivered,  if personally delivered,  or on the third day after the date
        of mailing if mailed.

6.02    Parties in Interest.  This Agreement  shall be binding upon and inure to
        the  benefit  of and be  enforceable  by the  parties  hereto  and their
        respective heirs, legal representatives,  successors and, in the case of
        the Company,  assigns,  but no other  person  shall  acquire or have any
        rights  under or by virtue of this  Agreement,  and the  obligations  of
        Employee under this Agreement may not be assigned or delegated.

6.03    Governing Law;  Severability.  This  Agreement  shall be governed by and
        construed and enforced in accordance  with the laws and decisions of the
        State of New  York  applicable  to  contracts  made and to be  performed
        therein  without giving effect to the principles of conflict of laws. In
        addition  to  the   provisions   of  5.03  above,   the   invalidity  or
        unenforceability  of any  other  provision  of  this  Agreement,  or the
        application  thereof to any person or circumstance,  in any jurisdiction
        shall  in no way  impair,  affect  or  prejudice  the  balance  of  this
        Agreement,  which  shall  remain  in  full  force  and  effect,  or  the
        application thereof to other persons and circumstances.

6.04    Entire Agreement; Modification;  Waiver; Interpretation.  This Agreement
        contains the entire agreement and understanding between the parties with
        respect  to  the  subject   matter  hereof  and   supersedes  all  prior
        negotiations and oral understandings, if any. Neither this Agreement nor
        any of its provisions may be modified,  amended,  waived,  discharged or
        terminated,  in whole or in part,  except in writing signed by the party
        to be  charged.  No waiver  of any such  provision  or any  breach of or
        default  under  this  Agreement  shall be deemed or shall  constitute  a
        waiver of any other provision, breach or default. All pronouns and words
        used in this  Agreement  shall  be read in the  appropriate  number  and
        gender,  the  masculine,   feminine  and  neuter  shall  be  interpreted
        interchangeably  and the  singular  shall  include  the  plural and vice
        versa, as the circumstances may require.


                                                                          Page 7
<PAGE>

6.05    Indemnification.  Employee  shall  indemnify  and hold  Company free and
        harmless from and against and shall reimburse it for any and all claims,
        liabilities,  damages, losses, judgments,  costs and expenses (including
        reasonable  counsel fees and other  reasonable  out-of-pocket  expenses)
        arising  out of or  resulting  from any  breach or default of any of his
        representations,  warranties and agreements in this  Agreement.  Company
        shall indemnify and hold Employee free and harmless from and against and
        shall  reimburse  him  for any and  all  claims,  liabilities,  damages,
        losses, judgments, costs and expenses (including reasonable counsel fees
        and other reasonable out-of-pocket expenses) arising out of or resulting
        from any breach or default of any of its representations, warranties and
        agreements in this Agreement.

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

                                          INTELLI-CHECK, INC.



                                          By
                                            ------------------------------------


                                            ------------------------------------
                                            Frank Mandelbaum


                                                                          Page 8

