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<TEXT>

         As filed with the Securities and Exchange Commission on August 18, 2005
                                                     Registration No. _________
================================================================================
                       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                                     11-3234779
   (State or other jurisdiction                        (I.R.S. Employer
        of incorporation or                         Identification Number)
           organization)

                             246 Crossways Park West
                               Woodbury, NY 11797
                                  516-992-1900

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

                                Frank Mandelbaum
                             Chief Executive Officer
                               Intelli-Check, Inc.
                             246 Crossways Park West
                               Woodbury, NY 11797
                                  516-992-1900

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

                                   Copies to:

                           Mitchell S. Nussbaum, Esq.
                                 Loeb & Loeb LLP
                                 345 Park Avenue
                               New York, NY 10154
                                 (212) 407-4000

        Approximate date of commencement of proposed sale to the public:
  From time to time after the effective date of this Registration Statement, as
                  determined by the selling security holders.

      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, 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. |_|

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
------------------------------------------ ------------------ --------------------- ----------------------- ------------------------
<S>                                         <C>                  <C>                   <C>                       <C>
                                                                                       Proposed Maximum
                                                                Proposed Maximum          Aggregate
         Title of Each Class of                Amount to         Offering Price            Offering                Amount of
       Securities to be Registered         be Registered(1)        Per Share                Price               Registration Fee
------------------------------------------ ------------------ --------------------- ----------------------- ------------------------

Common Stock, $0.001 par value per share        1,250,000           $4.32(2)            $5,400,000(2)               $635.58
------------------------------------------ ------------------ --------------------- ----------------------- ------------------------

Common Stock, $0.001 par value per
share, issuable upon exercise of warrants         625,000           $5.40(3)            $3,375,000(3)               $397.24
------------------------------------------ ------------------ --------------------- ----------------------- ------------------------
</TABLE>

(1)   Pursuant to Rule 416 of the Securities Act of 1933, as amended, the shares
      of Class A Common Stock offered hereby also include such presently
      indeterminate number of shares of our Class A Common Stock as shall be
      issued by us to the selling shareholders upon adjustment under
      anti-dilution provisions covering the additional issuance of our Class A
      Common Stock resulting from stock splits, stock dividends or similar
      transactions.

(2)   Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as
      amended, solely for the purpose of computing the amount of the
      registration fee, based on the average of the high and low sales prices of
      the Registrant's Common Stock on the American Stock Exchange on August
      15, 2005.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(g) of the Securities Act based on the higher of (a)
      the exercise price of the warrants or (b) the offering price of securities
      of the same class included in this statement registration.

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 that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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

<PAGE>

================================================================================
      The information in this prospectus is not complete and may be changed. The
securityholders identified in this prospectus may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This 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.
================================================================================


                  Subject to completion, dated August 18, 2005

                                   PROSPECTUS

                                1,875,000 Shares

                               INTELLI-CHECK, INC.

                                  Common Stock

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


      This prospectus relates to the sale by the selling security holders named
in this prospectus of up to an aggregate of 1,875,000 shares of our common
stock, which includes 625,000 shares issuable upon the exercise of warrants with
an initial exercise price of $5.40. The selling security holders acquired the
shares of our common stock and the warrants from us in two private placements
completed on August 8, 2005 and August 9, 2005. We will not receive any of the
proceeds from the resale of the shares of our common stock by the selling
security holders. We will, however, receive the proceeds from any exercise of
warrants to purchase shares of our common stock to be sold hereunder to the
extent the selling security holders do not perform cashless exercises (which may
only be exercised on a cashless basis under specific circumstances). See "Use of
Proceeds."

      Our common stock is traded on the American Stock Exchange under the symbol
"IDN." On August 15, 2005, the last closing price for our common stock was
$4.33.

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

      See "Risk Factors" beginning on page 4 of this Prospectus for factors you
should consider before buying shares of our common stock.

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

      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.




            The date of this Prospectus is ________________, 2005.


<PAGE>


                                  OUR BUSINESS

      Intelli-Check was formed in 1994 to address a growing need for a reliable
document and age verification system that could be used to detect fraudulent
driver licenses and other widely accepted forms of government-issued
identification documents. Since then, our technology has been further developed
for application in the commercial fraud protection, access control and
governmental security markets. Additionally, it is currently being used to
address inefficiencies and inaccuracies associated with manual data entry. The
core of Intelli-Check's product offerings is our proprietary software technology
that verifies the authenticity of driver licenses, state issued non-driver and
military identification cards used as proof of identity. Our patented
ID-Check(R) software technology instantly reads, analyzes, and verifies the
encoded data in magnetic stripes and barcodes on government-issue IDs from
approximately 60 jurisdictions in the U.S. and Canada to determine if the
content and format is valid. We have served as the national testing laboratory
for the American Association of Motor Vehicle Administrators (AAMVA) since 1999
and have access to all the currently encoded driver license formats. After the
tragic events that occurred on September 11, 2001, we believe there has been a
significant increase in awareness of our software technology to help improve
security across many industries, including airlines, rail transportation and
high profile buildings and infrastructure, which we believe should enhance
future demand for our technology. We have also begun to market to various
government and state agencies, which have long sales cycles including extended
test periods. Since inception, we have incurred significant losses and negative
cash flow from operating activities and, as of June 30, 2005, we had an
accumulated deficit of $37,620,369. We will continue to fund operating and
capital expenditures from proceeds that we received from sales of our equity
securities. In view of the rapidly evolving nature of our business and our
limited operating history, we believe that period-to-period comparisons of
revenues and operating results are not necessarily meaningful and should not be
relied upon as indications of future performance.

      Our ID-Check's unique technology provides the ability to verify the
validity of military ID's, driver licenses and state issued non-driver ID cards
that contain magnetic stripes, bar codes and SMART chips that in most cases
conform to AAMVA/ANSI/ISO standards, which enables us to target three distinct
markets. The original target market was focused on resellers of age-restricted
products, such as alcohol and tobacco, where the proliferation of high-tech fake
IDs expose merchants to fines and penalties for the inadvertent sale of these
products to underage purchasers. We now also target commercial fraud, which
includes identity theft, and our technology is designed to help prevent losses
from these frauds. We are also marketing our products for security applications
involving access control. As a result of its applicability in these markets, we
have sold our products to some of the largest companies in the gaming industry,
a significant retailer, Certegy, one of the largest providers of check
authorization services in the United States, a state port authority, military
establishments, airports, nuclear power plants and high profile buildings and
our technology is currently being tested by several Fortune 50 Companies. We
have entered into strategic alliances with Verifone, the largest provider of
credit card terminals in the U.S., the two largest providers of driver licenses
in North America for their compliance with the provisions of the Real ID Act,
several biometric companies; and Northrop Grumman and Anteon, integrators in the
defense industry, to utilize our systems and software as the proposed or
potential enrollment application for their technologies and to jointly market
these security applications. The recent passage of the Real ID ACT together with
the regulations arising from Homeland Security Presidential Directive 12
(HSPD-12) has additionally created opportunities for our verification technology
in the governmental market at the federal, state and local levels. In addition,
we have executed agreements with some high profile organizations to promote the
use of our technology and our products. We believe these relationships have
broadened our marketing reach through their sales efforts and we intend to
develop additional strategic alliances with additional high profile
organizations and providers of security solutions.

      We have developed additional software products that utilize our patented
software technology. Our latest products include ID-Traveler and ID-Prove. ID
Traveler electronically verifies and matches two forms of government issued ID's
instantaneously while the ID Prove product offering provides "out of wallet"
questions to assist in proving a users claimed identity. Additional software
solutions include ID-Check(R) PC and ID-Check(R) PDA, which replicate the
features of ID-Check. These products are designed to be platform-independent and
compatible with both stationary and mobile hardware applications. Another new
application is an enhanced version of C-Link(R), our net workable data
management software. Additionally, ID-Check(R) PC and the most recent release of
C-Link are designed to read the smart chip contained on the military Common
Access Card (CAC). These products are all designed for use with Intelli-Check's
new DCM, a compact, self-contained two-dimensional bar code and magnetic stripe
reader. The DCM enables the new software applications to be used on a variety of


                                       2
<PAGE>

commercially available data processing devices, including PDAs, Tablets,
Laptops, Desktops and Point-of-Sale Computers, therefore negating the need to
replace the ID-Check terminal. Our C-Link(R) software product, which runs on a
personal computer and was created to work in conjunction with the ID-Check unit
allows a user to instantly first analyze the data, then view the encoded data
for further verification and to generate various reports where permitted by law.
We recently introduced two new products, ID-Mobile, which gives the user the
additional flexibility of utilizing our software in a hand-held product and
ID-Check POS, which is a software package that can be installed on a Verifone
Omni 3750 terminal to enable the user to have the functionality of our
proprietary technology. This product began beta-testing in August 2005. To date,
we have entered into seventeen (17) licensing agreements and are in discussions
with additional companies to license our software to be utilized within other
existing systems.

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



                                       3
<PAGE>

                                  RISK FACTORS

      Investment in our shares involves a degree of risk. You should consider
the following discussion of risks as well as other information in this
prospectus and the incorporated documents before purchasing any shares. Each of
these risk factors could adversely affect our business, operating results,
prospects and financial condition, as well as adversely affect the value of an
investment in our common stock.

Risks Related to Our Business and Industry

      We have incurred losses since inception and losses may continue, which
      could result in a decline in the value of our securities and a loss of
      your investment.

      We sustained net losses of $1,751,446 for the six months ended June 30,
2005 and $6,450,943 and $6,922,931 for the fiscal years ended December 31, 2003
and December 31, 2004, respectively. We expect to incur additional expenditures
in line with the sales growth of our business. We cannot assure you that we will
achieve operating profits in the near future.

      We may be unable to meet our future capital requirements.

      Our capital requirements have been and will continue to be significant. In
the event that we do not generate meaningful revenue, we would need to raise
additional capital. If we are unable to raise additional capital, we plan to
implement cost saving measures to sustain business activities on a reduced
level. Unplanned acquisition and development opportunities and other
contingencies may arise, which could require us to raise additional capital. If
we raise additional capital through the sale of equity, including preferred
stock, or convertible debt securities, the percentage ownership of our then
existing stockholders will be diluted.

      We currently do not have a credit facility or any commitments for
additional financing. We cannot be certain that additional financing, should it
be needed, will be available when and to the extent required. If adequate funds
are not available on acceptable terms, we may be unable to fund our expansion,
develop or enhance our products, or respond to competitive pressures. Such
limitation could have a material adverse effect on our business, financial
condition and results of operations.

      We may not be able to keep up with rapid technological change.

      Our market is characterized by frequent new product announcements and
rapid advancements in hardware technology. Significant technological change
could render our existing technology obsolete. If we are unable to successfully
respond to these developments, or do not respond in a cost-effective way, our
business, financial condition and results of operations will be materially
adversely affected.

      Our proprietary software relies on reference data provided by government
      and quasi-government agencies. If these governmental and quasi-government
      agencies were to stop sharing data with us, the utility of our proprietary
      software would be diminished in those jurisdictions and our business would
      be damaged.

      Currently, substantially all U.S. states and Canadian provinces and the
District of Columbia, which conform to the guidelines established by certain
organizations responsible for implementing industry standards, cooperate with us
by providing sample identification cards so that we may modify the ID-Check
System terminal and other software products to read and analyze the encoded
information found on such jurisdiction's identification cards. We cannot assure
you that each of these jurisdictions will continue to cooperate with us. In the
event that one or more of these jurisdictions do not continue to provide this
reference data, the utility of our proprietary software may be diminished in
those jurisdictions.




                                       4
<PAGE>

      Our refocused business strategy exposes us to long sales and
      implementation cycles for our products.

      Our target customers in the commercial fraud protection, access control
and age verification markets include large retailers and government agencies,
which typically require longer sales and implementation cycles for our products
than do our potential customer base solely interested in age verification, such
as restaurant, bar and convenience store operators. The longer sales and
implementation cycles for larger retail companies continue to have an adverse
impact on the timing and realization of our revenues. In addition, budgetary
constraints and economic slowdowns may also continue to delay purchasing
decisions by these prospective customers. These initiatives have costs
associated with them, and we cannot assure you that they ultimately will prove
successful or result in an increase to our revenues or profitability.

      In addition, the loss or significant reduction in government spending by
government entities could materially limit our ability to obtain government
contracts. These limitations, if significant, could also have a material adverse
effect on our business, financial condition and results of operations. In
addition, we will need to develop additional strategic relationships with large
government contractors in order to successfully compete for government
contracts. Our inability to develop these strategic relationships may limit our
ability to implement our business strategy.

      The market for our systems and software is evolving and its growth is
      uncertain.

      Demand and market acceptance for recently introduced and existing systems
and software and sales from such systems and software, are subject to a high
level of uncertainty and risk. Our business may suffer if the market develops
more slowly than anticipated and does not sustain market acceptance.

      Failure to manage our operations if they expand could impair our future
      growth.

      If we are able to expand our operations, particularly through multiple
sales to large retailers and government agencies in the document verification
market, the expansion will place significant strain on our management, financial
controls, operating systems, personnel and other resources. Our ability to
manage future growth, should it occur, will depend to a large extent upon
several factors, including our ability to do the following:

      o     build and train our sales force;

      o     establish and maintain relationships with distributors;

      o     develop customer support systems;

      o     develop expanded internal management and financial controls adequate
            to keep pace with growth in personnel and sales, if they occur; and

      o     manage the use of third-party manufacturers and suppliers.

      If we are able to grow our business but do not manage our growth
successfully, we may experience increased operating expenses, loss of customers,
distributors or suppliers and declining or slowed growth of revenues.



                                       5
<PAGE>

      We are subject to risks associated with product failure and technological
flaws.

      Products as complex as those offered by us may contain undetected errors
or result in failures when first introduced or when new versions are released.
Despite vigorous product testing efforts and testing by current and potential
customers, it is possible that errors will be found in a new product or
enhancement after commencement of commercial shipments. The occurrence of
product defects or errors could result in adverse publicity, delay in product
introduction, diversion of resources to remedy defects, loss of or a delay in
market acceptance or claims by customers against us, or could cause us to incur
additional costs, any of which could adversely affect our business.

      Our failure to protect our proprietary technology may impair our
competitive position.

      We continue to allocate significant resources to develop new and
innovative technologies which we utilize in our products and systems. We
consider such allocation to be fundamental to our continued success as such
success depends, to a significant degree, upon our ability to provide products
and systems that provide superior functionality and performance compared to
those of our competitors. Accordingly, we must protect our technology from
unauthorized use. This is done by processes aimed at identifying and seeking
appropriate protection for newly developed intellectual property, e.g., patents,
trade secrets, copyrights and trademarks, as well as policies aimed at
identifying unauthorized use of such property in the marketplace. These
processes include:

      o     contractual arrangements providing for non-disclosure of proprietary
            information;

      o     maintaining and enforcing issued patents and filing patent
            applications on innovative solutions to commercially important
            problems;

      o     protecting our trade secrets;

      o     protecting our copyrights and trademarks by registration and other
            appropriate means;

      o     establishing internal processes for identifying and appropriately
            protecting new and innovative technologies; and

      o     establishing practices identifying unauthorized use of our
            intellectual property.

      While we actively protect our intellectual property, it does not follow
that others may unintentionally or innocently use such intellectual property.
Accordingly, at times we may be required to bring legal proceedings to preclude
such unauthorized use. We are mindful that such measures can be costly and time
consuming and undertake such measures only as a last resort.

      These policies and practices with respect to our intellectual property
rights do not prevent our competitors from independently developing products
similar or superior to our products and technologies. It merely protects our
property rights created as a result of our allocating significant portions of
our technical and monetary resources. Further, an inability or failure to
protect this property could have a material adverse effect on our future
business and financial condition.

      If our future products incorporate technologies that infringe the
      proprietary rights of third parties, and we do not secure licenses from
      them, we could be liable for substantial damages.

      We are not aware that our current products infringe the intellectual
property rights of any third parties. We also are not aware of any third party
intellectual property rights that may hamper our ability to provide future
products and services. However, we recognize that the development of our
services or products may require that we acquire intellectual property licenses
from third parties so as to avoid infringement of those parties' intellectual
property rights. These licenses may not be available at all or may only be
available on terms that are not commercially reasonable. In addition, third
parties could make infringement claims against us which, whether or not they are
upheld, could have a negative impact on our business and financial condition,
by:



                                       6
<PAGE>

      o     consuming substantial time and financial resources;

      o     diverting the attention of management from growing our business and
            managing operations; and

      o     disrupting product sales and shipments.

      If any third party prevails in an action against us for infringement of
its proprietary rights, we could be required to pay damages and either enter
into costly licensing arrangements or redesign our products so as to exclude any
infringing use. As a result, we would incur substantial costs, delays in product
development, sales and shipments, our revenues may decline substantially and we
may not be able to achieve the minimum, necessary growth for our continued
success.

      Failure to attract and retain management and other personnel may damage
      our operations and financial results and cause our stock price to decline.

      We depend to a significant degree on the skills, experience and efforts of
our executive officers and other key management, technical, finance, sales and
other personnel. Our failure to attract, integrate, motivate and retain existing
or additional personnel could disrupt or otherwise harm our operations and
financial results. Although we have employment agreements with each of Frank
Mandelbaum, our Chairman and Chief Executive Officer, and Edwin Winiarz, our
Senior Vice President - Treasurer and Chief Financial Officer, securing their
employment until December 31, 2005 and December 31, 2006, respectively, we do
not carry key man life insurance policies covering any employees. The loss of
services of certain of our key employees, an inability to attract or retain
qualified personnel in the future, or delays in hiring additional personnel
could delay the development of our business and could have a material adverse
effect on our business, financial condition, and results of operations.

      Changes in accounting standards or our accounting policy relating to
      stock-based compensation may negatively affect our operating results.

      We currently are not required to record stock-based compensation charges
if the employee's stock option exercise price equals or exceeds the deemed fair
value of our common stock at the date of grant and the award has not been
modified. However, during December 2004, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 123 (revised 2004) requiring that the
compensation cost relating to share based payment transactions be recognized in
financial statements. This will require a change in our accounting policy and
the amount of our operating expenses could increase and our operating results
could be adversely affected.

      Our share price may be volatile and could decline substantially

      The market price of our common stock, like the price of shares of
technology companies generally, has been and may continue to be volatile. From
January 1, 2002 to August 15, 2005, the closing bid price of our common stock
has varied from a high of $18.45 to a low of $2.10 per share, as reported on the
American Stock Exchange. Many factors may cause the market price for our common
stock to decline, including:

      o     shortfalls in revenues, cash flows or continued losses from
            operations;

      o     delays in development or roll-out of any of our products;

      o     announcements by one or more competitors of new product acquisitions
            or technological innovations; and

      o     unfavorable outcomes from outstanding litigation.


                                       7
<PAGE>

      In addition, the stock market experiences extreme fluctuations in price
and volume that particularly affect the market price of shares of emerging
technology companies, such as ours. These price and volume fluctuations are
often unrelated or disproportionate to the operating performance of the affected
companies. Because of this volatility, we may fail to meet the expectations of
our shareholders or of securities analysts and our stock price could decline as
a result. Declines in our stock price for any reason, as well as broad-based
market fluctuations or fluctuations related to our financial results or other
developments, may adversely affect your ability to sell your shares at a price
equal to or above the price at which you purchased them. Decreases in the price
of our common stock may also lead to de-listing of our common stock.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Exchange Act. Any statements about our expectations, beliefs, plans,
objectives, assumptions or future events or performance are not historical facts
and may be forward-looking. These statements are often, but not always, made
through the use of words or phrases such as "anticipate," "estimate," "plans,"
"projects," "continuing," "ongoing," "expects," "management believes," "we
believe," "we intend" and similar words or phrases. Accordingly, these
statements involve estimates, assumptions and uncertainties that could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this prospectus.

      Because the risk factors referred to above, could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us or on our behalf, you should not place undue reliance on
any forward-looking statements. Further, any forward-looking statement speaks
only as of the date on which it is made, and we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.



                                       8
<PAGE>

                                 USE OF PROCEEDS

      We will not receive any of the proceeds from the resale of the shares of
our common stock by the selling security holders. All proceeds from the resale
of these shares will be solely for the accounts of the selling security holders.
However, we will receive proceeds in the form of the exercise price of the
warrants to the extent that the selling security holders do not exercise the
warrants on a cashless basis, the proceeds of which we expect to use for general
corporate purposes. The warrants may be exercised on a cashless basis if, but
only if, at any time after one year from the date of issuance of the warrant
there is no effective registration statement covering the resale of the shares
of our common stock issuable upon exercise of the warrant.

                                SECURITY HOLDERS

      We are registering for resale shares of our common stock (i) held by the
selling security holders identified below and (ii) issuable to the selling
security holder upon the exercise of warrants. We sometimes refer to these
shares collectively as the "resale shares." The security holders acquired the
resale shares from us in a private placement that closed on August 8 and August
9, 2005. JMP Securities LLC acted as placement agent in connection with the
private placement. We are registering the shares to permit the security holders
and their pledgees, donees, transferees and other successors-in-interest that
receive their shares from a stockholder as a gift, partnership distribution or
other non-sale related transfer after the date of this prospectus to resell the
shares when and as they deem appropriate.

      If this registration statement is not declared effective within forty-five
(45) days following August 8, 2005, or in the event of a review of the
registration statement by the U. S. Securities and Exchange Commission, within
sixty (60) days after August 8, 2005, we will be obligated to pay to each of the
selling security holders named below an amount, as liquidated damages and not as
a penalty, equal to one half of one percent (0.5%) per month (pro rata on a 30
day basis) for the first thirty (30) days and, thereafter, increased to one and
one-half percent (1.5%) per month (pro rata on a 30 day basis), of the aggregate
purchase price paid by each such selling security holder pursuant to the
purchase agreement for any shares of common stock or warrants then held by such
selling security holder until the registration statement is declared effective.
These liquidated damage payments will be payable monthly in cash.

      The following table sets forth:

      o     the name of the security holders,

      o     the number and percent of shares of our common stock that the
            security holders beneficially owned prior to the offering for resale
            of the shares under this prospectus,

      o     the number of shares of our common stock that may be offered for
            resale for the account of the security holders under this
            prospectus, and

      o     the number and percent of shares of our common stock to be
            beneficially owned by the security holders after the offering of the
            resale shares (assuming all of the offered resale shares are sold by
            the security holders).

      The number of shares in the column "Number of Shares Being Offered"
represents all of the shares that each security holder may offer under this
prospectus. We do not know how long the security holders will hold the shares
before selling them or how many shares they will sell, and we currently have no
agreements, arrangements or understandings with any of the security holders
regarding the sale of any of the resale shares. The shares offered by this
prospectus may be offered from time to time by the security holders listed
below.

      This table is prepared solely based on information supplied to us by the
listed security holders, any Schedules 13D or 13G and Forms 3 and 4, and other
public documents filed with the SEC, and assumes the sale of all of the resale
shares. The applicable percentages of beneficial ownership are based on an
aggregate of 12,059,240 shares of our common stock issued and outstanding on
August 9, 2005 or subject to issuance upon exercise of the warrants issued in
connection with the private placement, adjusted as may be required by rules
promulgated by the SEC.



                                       9
<PAGE>

      Other than Todd Cohen and JMP Securities LLC, none of the security holders
set forth below have had any position, office or other material relationship
with us within the past three years. Mr. Cohen beneficially owns greater than 5%
of our issued and outstanding common stock and JMP Securities LLC acted as our
placement agent in the private placement pursuant to which the other selling
security holders listed below purchased the shares of our common stock they are
offering for resale pursuant to this prospectus.



<TABLE>
<CAPTION>
                                              Shares Beneficially Owned                  Shares Beneficially Owned
                                                  Prior to Offering         Number of         After Offering
                                              -------------------------   Shares Being   -------------------------
Security Holders                                 Number        Percent       Offered       Number        Percent
----------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>          <C>            <C>            <C>
WPG Software Fund, L.P. (1)                      385,000        3.07%       385,000           -             -
SRG Capital, LLC (2)                              98,000          *          98,000           -             -
Enable Opportunity Partners, L.P. (3)             35,000          *          35,000           -             -
Enable Growth Partners, L.P. (4)                 105,000          *         105,000           -             -
Smithfield Fiduciary LLC (5)                     175,000        1.45%       175,000           -             -
Iroquois Master Fund Ltd. (6)                    175,000        1.45%       175,000           -             -
Gruber & McBaine International (7)                25,200          *          25,200           -             -
Jon D. and Linda W. Gruber Trust (8)              35,000          *          35,000           -             -
RHP Master Fund, Ltd. (9)                        175,000        1.45%       175,000           -             -
Nite Capital L.P. (10)                            91,000          *          91,000           -             -
Lagunitas Partners L.P. (11)                     114,800          *         114,800           -             -
Presidio Partners (12)                            86,625          *          86,625           -             -
Geary Partners (13)                               68,075          *          68,075           -             -
Brady Fund L.P. (14)                              20,300          *          20,300           -             -
Robert T. Lempert (15)                           110,000          *          35,000         75,000          *
Todd Cohen (16)                                  738,570        6.09%        14,000        724,570        5.98%
H. Leon Pachter, M.D. (17)                        28,000          *          28,000           -             -
H. Leon Pachter, M.D., IRA Rollover (17)          28,000          *          28,000           -             -
Joe Giamanco (18)                                147,400        1.22%        56,000         91,400          *
JMP Securities LLC (19)                          125,000        1.03%       125,000           -             -
</TABLE>


* Indicates beneficial ownership of less than one percent of the total
outstanding common stock referenced above.

(1)   Includes 110,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. Benjamin Taylor and
      Daniel Vandivort have voting and investment control over the securities
      held by WPG Software Fund, L.P.

(2)   Includes 28,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. Tai May Lee and Edwin
      McCabe jointly share voting power over the selling security holder. SRG
      Capital, LLC has members who have controlling interests in NASD broker
      dealers. SRG Capital, LLC acquired the common stock and warrants in the
      ordinary course of business and did not have any agreement or
      understanding to distribute the shares of common stock offered hereunder
      when they were acquired.

(3)   Includes 10,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The controlling person of
      the security stock holder is Mitchell Levine, Managing Partner. The
      selling security holder is affiliated with a member firm of the NASD.

(4)   Includes 30,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The controlling person of
      the security stock holder is Mitchell Levine, Managing Partner. The
      selling security holder is affiliated with a member firm of the NASD.

(5)   Includes 50,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. Highbridge Capital
      Management, LLC is the trading manager of Smithfield Fiduciary LLC and has
      voting control and investment discretion over securities held by
      Smithfield Fiduciary LLC. Glen Dubin and Henry Swieca control Highbridge
      Capital Management, LLC. Each of Highbridge Capital Management, LLC, Glen
      Dubin and Henry Swieca disclaims beneficial ownership of the securities
      held by Smithfield Fiduciary LLC.

(6)   Includes 50,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. Joshua Silverman has
      investment and voting control over the shares of the securities owned by
      the selling security holder. Mr. Silverman disclaims beneficial ownership
      of such securities.

(7)   Includes 7,200 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The managers of the
      selling security holder's investment advisor, which oversees investment
      and voting activity, are Jon D. Gruber and J. Patterson McBaine.



                                       10
<PAGE>

(8)   Includes 10,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The trustees of the
      selling security holder are Jon D. Gruber and Linda W. Gruber.

(9)   Includes 50,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. RHP Master Fund, Ltd. is
      a party to an investment management agreement with Rock Hill Investment
      Management, L.P., a limited partnership of which the general partner is
      RHP General Partner, LLC. Pursuant to such agreement, Rock Hill Investment
      Management directs the voting and disposition of shares owned by RHP
      Master Fund. Messrs. Wayne Bloch and Peter Lockhart own all of the
      interests in RHP General Partner. The aforementioned entities and
      individuals disclaim beneficial ownership of our common stock owned by the
      RHP Master Fund.

(10)  Includes 26,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. Keith Goodman, the
      manager of the general partner of the selling security holder, has
      investment and voting control over the shares of common stock owned by the
      selling security holder.

(11)  Includes 32,800 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The managers of the
      general partner of the selling security holder are Jon D. Gruber and J.
      Patterson McBaine.

(12)  Includes 24,750 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The controlling person of
      the selling security holder is William J. Brady.

(13)  Includes 19,450 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The controlling person of
      the selling security holder is William J. Brady.

(14)  Includes 5,800 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40. The controlling person of
      the selling security holder is William J. Brady.

(15)  Includes 10,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40.

(16)  Includes 4,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40 and warrants to purchase
      65,870 shares of our common stock at $8.50 per share.

(17)  Includes 8,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40.

(18)  Includes 16,000 shares of our common stock issuable upon exercise of a
      warrant with an initial exercise price of $5.40.

(19)  Consists solely of 125,000 shares of our common stock issuable upon
      exercise of a warrant with an initial exercise price of $5.40. Investment
      and voting decisions with respect to the securities owned by the selling
      security holder are made by a committee of four senior officers.



                                       11
<PAGE>

                              PLAN OF DISTRIBUTION

      The selling security holders may sell the shares being offered from time
to time in one or more transactions:

      o     on the American Stock Exchange or on another exchange;

      o     in the over-the-counter market;

      o     in negotiated transactions;

      o     through broker-dealers, who may act as agents or principals;

      o     through one or more underwriters on a firm commitment or best
            efforts basis;

      o     through the writing of options on shares, whether the options are
            listed on an options exchange or otherwise; or

      o     a combination of such methods of sale.

      The selling security holders may sell the shares at market prices
prevailing at the time of sale, at prices related to those market prices or at
negotiated prices. The selling security holders also may sell the shares
pursuant to Rule 144 adopted under the Securities Act, as permitted by that
rule. The selling security holders may effect transactions by selling shares
directly to purchasers or to or through broker-dealers. The broker-dealers may
act as agents or principals. The broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling security holders
or the purchasers of the shares. The compensation of any particular
broker-dealer may be in excess of customary commissions. Because the selling
security holders and broker-dealers that participate with the selling security
holders in the distribution of shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling security holders
will be subject to the prospectus delivery requirements of the Securities Act.
Any commissions received by them and any profit on the resale of shares may be
deemed to be underwriting compensation. JMP Securities LLC acted as placement
agent and received a warrant to purchase 125,000 shares of our common stock and
a cash payment of $350,000.

      The selling security holders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no underwriter
or coordinating broker acting in connection with the proposed sale of shares by
the selling security holders.

      The shares will be sold through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain
states the shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.

      Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling security holders. We will make copies
of this prospectus available to the selling security holders and have informed
them of the need to deliver copies of this prospectus to purchasers at or prior
to the time of any sale of the shares.



                                       12
<PAGE>

      We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling security holders will bear all
commissions and discounts, if any, attributable to the sales of the shares. The
selling security holders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. The selling
security holders have agreed to indemnify certain persons, including
broker-dealers and agents, against certain liabilities in connection with the
offering of the shares, including liabilities arising under the Securities Act.

      Upon notification to us by a selling shareholder that any material
arrangement has been entered into with broker-dealers for the sale or purchase
of shares, we will file a supplement to this prospectus, if required,
disclosing:

o     the name of the participating broker-dealers;

o     the number of shares involved;

o     the price at which such shares were sold;

o     the commissions paid or discounts or concessions allowed to such
      broker-dealers, where applicable;

o     that such broker-dealers did not conduct any investigation to verify the
      information set out or incorporated by reference in this prospectus; and

o     other facts material to the transaction.

      In addition, upon being notified by a selling shareholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We incorporate by reference the filed documents listed below, except as
superseded, supplemented or modified by this prospectus, and any future filings
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"):

      o     our Annual Report on Form 10-K for the fiscal year ended December
            31, 2004;

      o     our Quarterly Reports on Form 10-Q for the quarters ended March 31,
            2005 and June 30, 2005;

      o     our Current Reports on Form 8-K dated May 13, 2005 and June 8, 2005
            and filed with the SEC on May 19, 2005 and June 9, 2005,
            respectively;

      o     our definitive Proxy Statement for our Annual Meeting of
            Stockholders held on June 8, 2005; and

      o     our description of Common Stock contained in our Registration
            Statement on Form 8-A (001-15465) filed with the SEC under Section
            12 of the Exchange Act on November 15, 1999.

      The reports and other documents that we file after the date of this
prospectus will update, supplement and supersede the information in this
prospectus. You may request and obtain a copy of these filings, at no cost, by
writing or telephoning us at the following address or phone number:

                               Intelli-Check, Inc.
                             246 Crossways Park West
                               New York, NY 11797
                                  516-992-1900
                    Attn: Ed Winiarz, Chief Financial Officer



                                       13
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information contained in this prospectus or
incorporated by reference. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front page of this prospectus, regardless of the time of delivery of this
prospectus or any sale of common stock.

      We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read, without charge, and copy the documents
we file with the SEC at the SEC's public reference room at 100 F Street, NE in
Washington, D.C. You can request copies of these documents by writing to the SEC
and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are also
available to the public at no cost from the SEC's website at http://www.sec.gov.

                                  LEGAL MATTERS

      The validity of the issuance of the shares of common stock offered hereby
will be passed upon for us by Loeb & Loeb LLP, 345 Park Avenue, New York, New
York 10154.

                                     EXPERTS

      The financial statements of Intelli-Check, Inc. for the fiscal year ended
December 31, 2004, incorporated by reference in this prospectus and registration
statement have been audited by Amper, Politziner & Mattia, P.C., independent
registered public accounting firm, as set forth in their report, incorporated by
reference, and are incorporated by reference in reliance upon that report given
on the authority of Amper, Politziner & Mattia, P.C., as experts in accounting
and auditing. The financial statements of Intelli-Check, Inc. for the fiscal
years ended December 31, 2003 and 2002, incorporated by reference in this
prospectus and registration statement have been audited by Grant Thornton LLP,
independent registered public accounting firm, as set forth in their report,
incorporated by reference, and are incorporated by reference in reliance upon
that report given on the authority of Grant Thornton LLP, as experts in
accounting and auditing.


                                       14
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>

      You should rely only on the information contained in              -------------------------
      this prospectus. We have not authorized anyone to
      provide you with information different from that
      contained in this prospectus or any prospectus
      supplement. This prospectus is not an offer of these                  1,875,000 Shares
      securities in any jurisdiction where an offer and sale
      is not permitted. The information contained in this
      prospectus is accurate only as of the date of this
      prospectus, regardless of the time of delivery of this                  Common Stock
      prospectus or any sale of our common stock.


                                                                           INTELLI-CHECK, INC.

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

                       TABLE OF CONTENTS
                                                    Page
                                                    ----

      Our Business.....................................2
      Risk Factors ....................................4                      Prospectus
      Disclosure Regarding Forward-
        Looking Statements.............................7
      Use of Proceeds..................................8               -------------------------
      Security Holders.................................8
      Plan of Distribution............................10
      Incorporation of Certain Documents
      by Reference....................................11                                      2005
      Where You Can Find More Information.............12                  -------------------,
      Legal Matters...................................12
      Experts.........................................12
</TABLE>



<PAGE>


                        PART II

         INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14. Other Expenses of Issuance and Distribution.

      The  following  table  sets  forth an  estimate  of the fees and  expenses
relating to the issuance and  distribution  of the securities  being  registered
hereby, other than underwriting discounts and commissions, all of which shall be
borne by Intelli-Check,  Inc. (the  "Registrant" or the "Company").  All of such
fees and expenses, except for the SEC Registration Fee, are estimated:

SEC registration fee......................................      $     1,032.82
Transfer agent's fees and expenses........................                0.00
Legal fees and expenses...................................           20,000.00
Printing fees and expenses................................            1,000.00
Accounting fees and expenses..............................           15,000.00
Miscellaneous fees and expenses...........................              967.18
                                                                 -------------
Total                                                            $   38,000.00

Item 15. Indemnification of Officers and Directors

      Intelli-Check's  Certificate  of  Incorporation  limits the  liability  of
directors to the maximum extent permitted by Section 145 of the 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.

      The Company provides officers' and directors'  liability insurance for its
officers and directors.

      The Company and the security  holders have agreed to indemnify  each other
and each other's controlling persons, as applicable, against certain liabilities
under the Securities Act in connection with this registration statement.


                                      II-1
<PAGE>



Item 16.  Exhibits


          Exhibit
          Number                               Description of Document
          ------                               -----------------------
            4.1         Form of Warrant.

            5.1         Opinion of Loeb & Loeb LLP as to the legality of the
                        securities being registered.
            10.1        Form of Purchase Agreement by and among Intelli-Check,
                        Inc. and the purchasers set forth on the signature
                        pages thereto.
            23.1        Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
            23.2        Consent Amper, Politziner & Mattia, P.C., independent
                        registered public accounting firm.
            23.3        Consent Grant Thornton LLP, independent registered
                        public accounting firm.
            24          Power of Attorney.  Reference is made to page II-4.
     ------------------


Item 17.  Undertakings.

      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, as amended;

            (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,  represent 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 end 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; and

            (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 subparagraphs (i) and (ii) above do not apply if
      the information  required to be included in a post-effective  amendment by
      these  subparagraphs  is  contained  in  periodic  reports  filed  with or
      furnished to the  Commission by the  Registrant  pursuant to Section 13 or
      15(d) of the  Securities  Exchange  Act of 1934 that are  incorporated  by
      reference in this registration statement.

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities  Act  of  1933,  as  amended,  each  such  post-effective
            amendment  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.



                                      II-2
<PAGE>

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

      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 Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  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.

      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 Act 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  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

      Pursuant to 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  for  filing  on  Form  S-3 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Woodbury, State of New York, on the 17th day of
August 2005

                                      INTELLI-CHECK, INC.


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


                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Frank Mandelbaum and Ed Winiarz and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for the  undersigned and in his or her name,
place  and  stead,  in any and all  capacities,  to sign  any or all  amendments
(including post-effective  amendments) to the Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  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 he or she might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents,  or any of them or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the  requirements of the Securities Act of 1933, the following
persons  in  the  capacities  and  on  the  dates  indicated  have  signed  this
Registration Statement below.

<TABLE>
<CAPTION>
<S>                                              <C>                                            <C>
/s/ Frank Mandelbaum                             Chairman, Chief Executive Officer and          August 17, 2005
-----------------------------------------        Director
Frank Mandelbaum

/s/ Edwin Winiarz                                Senior Executive Vice President,               August 17, 2005
-----------------------------------------        Treasurer, Chief Financial Officer and
Edwin Winiarz                                    Director

/s/ Ashok Rao                                    Vice Chairman and Director                     August 17, 2005
-----------------------------------------
Ashok Rao

/s/ John N. Hatsopoulos                          Director                                       August 17, 2005
-----------------------------------------
John N. Hatsopoulos

/s/ Arthur L. Money                              Director                                       August 17, 2005
-----------------------------------------
Arthur L. Money

/s/ Charles McQuinn                              Director                                       August 17, 2005
-----------------------------------------
Charles McQuinn

/s/ Jeffrey Levy                                 Director                                       August 17, 2005
-----------------------------------------

Jeffrey Levy

/s/ Guy L. Smith                                 Director                                       August 17, 2005
-----------------------------------------
Guy L. Smith


</TABLE>


                                      II-4
<PAGE>




SSL-DOCS2 70049063v2
NY2-490847

Form S-3 81805.doc
                                INDEX TO EXHIBITS



          Exhibit
          Number                               Description of Document
          ------                               -----------------------
            4.1         Form of Warrant.
            5.1         Opinion of Loeb & Loeb LLP as to the legality of the
                        securities being registered.
            10.1        Form of Purchase Agreement by and among Intelli-Check,
                        Inc. and the purchasers set forth on the signature
                        pages thereto.
            23.1        Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
            23.2        Consent Amper, Politziner & Mattia, P.C., independent
                        registered public accounting firm.
            23.3        Consent Grant Thornton LLP, independent registered
                        public accounting firm.
            24          Power of Attorney.  Reference is made to page II-4.
     ------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>v024321_ex4-1.txt
<TEXT>
                                                                     Exhibit 4.1

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES   ACT"),  OR  THE  SECURITIES  LAWS  OF  ANY  STATE  OR  OTHER
JURISDICTION.  HOLDER MAY NOT OFFER,  SELL,  PLEDGE OR OTHERWISE  TRANSFER  THIS
WARRANT,  OR ANY SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE OF THIS WARRANT,
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT
OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND
OTHER JURISDICTIONS,  AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
IT THAT SUCH TRANSACTION DOES NOT REQUIRE  REGISTRATION UNDER THE SECURITIES ACT
AND SUCH OTHER APPLICABLE LAWS.

                               Intelli-Check, Inc.

               Warrant for the Purchase of Shares of Common Stock,
                           par value $0.001 per Share


No. W-____                                                          _____ Shares


      THIS  CERTIFIES  that,  for  value  received,  ___________________,  whose
address  is  ______________________________  (the " Holder"  ), is  entitled  to
subscribe for and purchase from Intelli-Check, Inc., a Delaware corporation (the
" Company" ), upon the terms and conditions set forth herein, ________ shares of
the Company's  Common Stock, par value $0.001 per share (" Common Stock" ), at a
price of $5.40 per share (the " Exercise Price").  As used herein the term "this
Warrant"  shall mean and include  this  Warrant and any Common Stock or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

      The Exercise  Price may be adjusted from time to time as  hereinafter  set
forth.  The  number of shares of Common  Stock  issuable  upon  exercise  of the
Warrants (the " Warrant  Shares" ) are entitled to the benefits,  and subject to
the obligations, set forth in the Purchase Agreement between the Company and the
Holder dated concurrently herewith.

      1. Exercise Price,  Exercise Period and Possible Mandatory Exercise.  This
Warrant  may be  exercised  at any time or from time to time  during  the period
commencing on __________,  2005 and ending on ___________,  2010 (the " Exercise
Period" ).  Notwithstanding  the foregoing,  the Company may,  commencing on the
third  anniversary of the Closing Date,  require the exercise of any outstanding
Warrants if the Current  Market Price (as  hereinafter  defined) is equal to, or
greater than, 175% of the Exercise Price.



<PAGE>

      2. Procedure for Exercise; Effect of Exercise.

      (a) Cash  Exercise.  Subject to the conditions and terms set forth herein,
this Warrant may be exercised,  in whole or in part, by the Holder during normal
business  hours on any  business  day  during  the  Exercise  Period  by (i) the
presentation  and  surrender  of this  Warrant to the  Company at its  principal
office along with a duly  executed  Notice of Exercise (in the form  attached to
this  Agreement  duly executed by the Holder)  specifying  the number of Warrant
Shares to be  purchased,  and (ii)  delivery  of payment  to the  Company of the
Exercise  Price for the  number of  Warrant  Shares  specified  in the Notice of
Exercise by cash, wire transfer of immediately available funds to a bank account
specified by the Company, or by certified or bank cashier's check or by means of
a cashless exercise pursuant to Section 2(c).

      (b) Effect of Exercise.  Upon receipt by the Company of this Warrant and a
Notice of  Exercise,  together  with proper  payment of the Exercise  Price,  as
provided in this Section 2, the Company agrees that such Warrant Shares shall be
deemed to be issued to the Holder as the record holder of such Warrant Shares as
of the close of business on the date on which this Warrant has been  surrendered
and  payment  has been  made for such  Warrant  Shares in  accordance  with this
Agreement  and the  Holder  shall be  deemed  to be the  holder of record of the
Warrant  Shares,  notwithstanding  that the stock  transfer books of the Company
shall then be closed or that certificates representing such Warrant Shares shall
not  then  be  actually   delivered  to  the  Holder.  A  stock  certificate  or
certificates for the Warrant Shares specified in the Notice of Exercise shall be
delivered to the Holder as promptly as practicable.  The stock certificate(s) so
delivered shall be in any such  denominations as may be reasonably  specified by
the Holder in the Notice of  Exercise.  If this  Warrant  should be exercised in
part only, the Company shall,  upon surrender of this Warrant for  cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Shares subject to purchase hereunder.

      (c)  Cashless  Exercise.  If, but only if, at any time after one year from
the  date of  issuance  of  this  Warrant  there  is no  effective  Registration
Statement  registering  the resale of the  Warrant  Shares by the  Holder,  this
Warrant may also be exercised at such time by means of a " cashless exercise" in
which the Holder  shall be entitled to receive a  certificate  for the number of
Warrant  Shares equal to the quotient  obtained by dividing  [(A-B) (X)] by (A),
where:

      (A)   = the Current Market Price (as  hereinafter  defined) on the trading
            day preceding the date of such election;

      (B)   = the Exercise Price of the Warrants, as adjusted; and

            (X)   = the number of Warrant  Shares  issuable upon exercise of the
                  Warrants in accordance with the terms of this Warrant.

                                       2
<PAGE>

      (d) Issuance of Certificates.  In addition to all other available remedies
at law or in  equity,  if the  Company  fails to  deliver  certificates  for the
Warrant  Shares  within five (5) business  days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to 1% of the number of Warrant  Shares that the holder is entitled to multiplied
by the  Current  Market  Price (as  hereinafter  defined)  for each day that the
Company fails to deliver  certificates for the Warrant Shares.  For example,  if
the holder is entitled to 100,000 Warrant Shares and the Current Market Price is
$2.00,  then the  Company  shall pay to the holder  $2,000 for each day that the
Company fails to deliver  certificates for the Warrant Shares. The Penalty shall
be paid to the holder by the fifth (5th) day of the month following the month in
which it has accrued.

      3.  Registration  of Warrants;  Transfer of Warrants.  Any Warrants issued
upon the  transfer  or exercise in part of this  Warrant  shall be numbered  and
shall be registered in a Warrant Register as they are issued.  The Company shall
be  entitled  to treat the  registered  holder  of any  Warrant  on the  Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize  any  equitable  or other claim to or interest in such  Warrant on the
part of any  other  person,  and shall not be  liable  for any  registration  or
transfer of Warrants  which are  registered or to be registered in the name of a
fiduciary  or the nominee of a fiduciary  unless made with the actual  knowledge
that a fiduciary or nominee is committing a breach of trust in  requesting  such
registration  or  transfer,  or with  the  knowledge  of  such  facts  that  its
participation  therein amounts to bad faith.  This Warrant shall be transferable
only on the books of the Company  upon  delivery  thereof  duly  endorsed by the
Holder or by its duly authorized  attorney or representative,  or accompanied by
proper  evidence of  succession,  assignment,  or authority to transfer.  In all
cases of transfer by an attorney,  executor,  administrator,  guardian, or other
legal representative,  duly authenticated evidence of his or its authority shall
be produced.  Upon any registration of transfer, the Company shall deliver a new
Warrant  or  Warrants  to the  person  entitled  thereto.  This  Warrant  may be
exchanged,  at the option of the Holder thereof,  for another Warrant,  or other
Warrants  of  different  denominations,  of like tenor and  representing  in the
aggregate the right to purchase a like number of Warrant Shares,  upon surrender
to the Company or its duly authorized agent.

      4.  Restrictions on Transfer.  (a) The Holder,  as of the date of issuance
hereof, represents to the Company that such Holder is acquiring the Warrants for
its own account for investment  purposes and not with a view to the distribution
thereof or of the Warrant Shares.  Notwithstanding  any provisions  contained in
this Warrant to the contrary,  this Warrant and the related Warrant Shares shall
not be transferable  except  pursuant to the proviso  contained in the following
sentence or upon the  conditions  specified in this Section 4, which  conditions
are intended,  among other things,  to insure  compliance with the provisions of
the Securities Act of 1933, as amended (the " Securities  Act" ), and applicable
state law in respect of the transfer of this Warrant or such Warrant Shares. The
Holder by  acceptance  of this Warrant  agrees that the Holder will not transfer
this Warrant or the related  Warrant  Shares prior to delivery to the Company of


                                       3
<PAGE>

an opinion  of the  Holder's  counsel  (as such  opinion  and such  counsel  are
described in Section 4(b) hereof) or until  registration  of such Warrant Shares
under the Securities Act has become effective or after a sale of such Warrant or
Warrant Shares has been consummated  pursuant to Rule 144 or Rule 144A under the
Securities  Act;  provided,  however,  that the Holder may freely  transfer this
Warrant or such Warrant Shares (without delivery to the Company of an opinion of
Counsel) (i) to one of its nominees,  affiliates or a nominee thereof, (ii) to a
pension or  profit-sharing  fund established and maintained for its employees or
for  the  employees  of  any  affiliate,  (iii)  from  a  nominee  to any of the
aforementioned  persons as  beneficial  owner of this  Warrant  or such  Warrant
Shares, or (iv) to a qualified  institutional buyer, so long as such transfer is
effected in compliance with Rule 144A under the Securities Act.

      (b) The  Holder,  by its  acceptance  hereof,  agrees  that  prior  to any
transfer  of this  Warrant  or of the  related  Warrant  Shares  (other  than as
permitted  by  Section  4(a)  hereof or  pursuant  to a  registration  under the
Securities  Act),  the Holder  will give  written  notice to the  Company of its
intention to effect such transfer,  together with an opinion of such counsel for
the Holder as shall be reasonably  acceptable to the Company, to the effect that
the proposed transfer of this Warrant and/or such Warrant Shares may be effected
without  registration under the Securities Act. Upon delivery of such notice and
opinion to the Company,  the Holder  shall be entitled to transfer  this Warrant
and/or such Warrant Shares in accordance with the intended method of disposition
specified in the notice to the Company.

      (c)  Each  stock  certificate  representing  Warrant  Shares  issued  upon
exercise or exchange of this Warrant shall bear the following  legend unless the
opinion of  counsel  referred  to in  Section  4(b)  states  such  legend is not
required:

            " THE SHARES  EVIDENCED BY THIS CERTIFICATE HAVE
            NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
            1933,  AS AMENDED (THE "  SECURITIES  ACT" ), OR
            THE  SECURITIES  LAWS  OF  ANY  STATE  OR  OTHER
            JURISDICTION.  THE  SHARES  MAY NOT BE  OFFERED,
            SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  EXCEPT
            (1) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION
            UNDER THE  SECURITIES  ACT OR (2) PURSUANT TO AN
            EFFECTIVE   REGISTRATION   STATEMENT  UNDER  THE
            SECURITIES  ACT, IN EACH CASE IN ACCORDANCE WITH
            ALL APPLICABLE SECURITIES LAWS OF THE STATES AND
            OTHER  JURISDICTIONS,  AND  IN  THE  CASE  OF  A
            TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE
            COMPANY  HAS  RECEIVED  AN  OPINION  OF  COUNSEL
            REASONABLY   SATISFACTORY   TO  IT   THAT   SUCH
            TRANSACTION DOES NOT REQUIRE  REGISTRATION UNDER
            THE  SECURITIES  ACT AND SUCH  OTHER  APPLICABLE
            LAWS."



                                       4
<PAGE>

The Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.

      5.  Reservation  of  Shares.  The  Company  shall at all times  during the
Exercise  Period  reserve and keep  available out of its authorized and unissued
Common Stock, solely for the purpose of providing for the exercise of the rights
to purchase all Warrant Shares granted pursuant to the Warrants,  such number of
shares of Common Stock as shall, from time to time, be sufficient therefor.  The
Company covenants that all shares of Common Stock issuable upon exercise of this
Warrant,  upon receipt by the Company of the full Exercise Price  therefor,  and
all shares of Common Stock  issuable upon  conversion of this Warrant,  shall be
validly issued, fully paid, non-assessable, and free of preemptive rights.

      6.  Exercise  Price  Adjustments.  The Exercise  Price shall be subject to
adjustment from time to time as follows:

      (a) (i) In the event that the  Company  shall (A) pay a dividend or make a
distribution,  in shares of Common  Stock,  on any class of capital stock of the
Company or any  subsidiary  which is not directly or indirectly  wholly owned by
the Company,  (B) split or  subdivide  its  outstanding  Common Stock or reverse
split into a greater  number of shares,  or (C) combine its  outstanding  Common
Stock into a smaller number of shares, then in each such case the Exercise Price
in effect  immediately  prior  thereto shall be adjusted so that the Holder of a
Warrant  thereafter  surrendered  for exercise  shall be entitled to receive the
number of shares of Common  Stock that such Holder would have owned or have been
entitled to receive after the  occurrence of any of the events  described  above
had such Warrant been  exercised  immediately  prior to the  occurrence  of such
event.  An  adjustment  made  pursuant  to this  Section  6(a)(i)  shall  become
effective immediately after the close of business on the record date in the case
of a dividend or  distribution  (except as  provided in Section  6(e) below) and
shall become effective  immediately after the close of business on the effective
date in the case of such subdivision,  split or combination, as the case may be.
Any shares of Common Stock  issuable in payment of a dividend shall be deemed to
have been issued  immediately  prior to the close of business on the record date
for such dividend for purposes of calculating  the number of outstanding  shares
of Common Stock under clauses (ii) and (iii) below.

      (ii) If, prior to the third  anniversary  of the Closing Date, the Company
shall  commit to issue or  distribute  Common Stock or issue  rights,  warrants,
options or convertible or exchangeable  securities  entitling the holder thereof
to subscribe for or purchase,  convert into or exchange for Common Stock, in any
such  case at a price per share  less than the  Exercise  Price per share on the
earliest of (i) the date the Company  shall enter into a firm  contract for such
issuance  or  distribution,  (ii)  the  record  date  for the  determination  of
stockholders  entitled  to  receive  any  such  rights,  warrants,   options  or
convertible or  exchangeable  securities,  if  applicable,  or (iii) the date of
actual issuance or  distribution  of any such Common Stock or rights,  warrants,


                                       5
<PAGE>

options or convertible or exchangeable securities (provided that the issuance of
Common Stock upon the exercise of rights,  warrants,  options or  convertible or
exchangeable securities will not cause an adjustment in the Exercise Price if no
such adjustment would have been required at the time such right, warrant, option
or convertible or exchangeable  security was issued), then the Exercise Price in
effect  immediately  prior to such  earliest  date shall be  adjusted to a price
equal to the price paid per share for such new securities.

Such  adjustment  shall be made  successively  whenever  any such Common  Stock,
rights,  warrants,  options or convertible or exchangeable securities are issued
or distributed.  In determining whether any rights,  warrants or options entitle
the holders to  subscribe  for or purchase  shares of Common  Stock at less than
such Exercise Price,  and in determining the aggregate  offering price of shares
of Common Stock so issued or distributed,  there shall be taken into account any
consideration  received by the Company for such Common Stock, rights,  warrants,
options,  or  convertible  or  exchangeable   securities,   the  value  of  such
consideration,  if other than cash,  to be determined by the Board of Directors,
whose  determination  shall be conclusive  and described in a certificate  filed
with the records of corporate proceedings of the Company. If any right, warrant,
option or  convertible  or  exchangeable  security to purchase or acquire Common
Stock,  the issuance of which  resulted in an adjustment  in the Exercise  Price
pursuant to this subsection (ii) shall expire and shall not have been exercised,
the Exercise Price shall, immediately upon such expiration, be recomputed to the
Exercise  Price  which  would  have been in  effect  had the  adjustment  of the
Exercise  Price  made  upon the  issuance  of such  right,  warrant,  option  or
convertible  or  exchangeable  security  been made on the basis of offering  for
subscription,  purchase  or  issuance,  as the case may be,  only that number of
shares of Common Stock actually  purchased or issued upon the actual exercise of
such right, warrant, option or convertible or exchangeable securities.

      (iii) No  adjustment  in the Exercise  Price shall be required  unless the
adjustment  would require an increase or decrease of at least 1% in the Exercise
Price then in effect; provided,  however, that any adjustments that by reason of
this Section 6(a) are not required to be made shall be carried forward and taken
into account in any subsequent  adjustment.  All calculations under this Section
6(a) shall be made to the nearest cent or nearest 1/100th of a share.

      (iv)  Notwithstanding  anything to the  contrary set forth in this Section
6(a), no adjustment shall be made to the Exercise Price upon (A) the issuance of
shares of Common  Stock  pursuant  to any  compensation  or  incentive  plan for
officers, directors, employees or consultants of the Company which plan has been
approved by the Compensation Committee of the Board of Directors (or if there is
no such  committee  then serving,  by the majority  vote of the  Directors  then
serving  who are not  employees  or  officers  of the  Company,  a 5% or greater
stockholder  of the Company or an officer,  employee,  affiliate or associate of
any such 5% or  greater  stockholder)  (unless  the  exercise  price  thereof is
changed   after  the  date  hereof   other  than  solely  by  operation  of  the
anti-dilution  provisions thereof or by the Compensation  Committee of the Board
of Directors or, if applicable,  the Board of Directors and, if required by law,
the  stockholders  of the Company as provided  in this clause  (A)),  or (B) the
issuance  of Common  Stock  upon the  conversion  or  exercise  of the  options,
warrants or rights of the Company outstanding on _____________, 2005, unless the
conversion or exercise price thereof is changed after _____________, 2005 (other
than solely by operation of the anti-dilution provisions thereof).



                                       6
<PAGE>

      (v) In the  event  that,  at any time as a result  of an  adjustment  made
pursuant to Sections 6(a)(i) through  6(a)(iii) above, the Holder of any Warrant
thereafter  surrendered for exercise shall become entitled to receive any shares
of the Company other than shares of the Common Stock,  thereafter  the number of
such other  shares so  receivable  upon  exercise of any such  Warrant  shall be
subject  to  adjustment  from  time to time in a manner  and on terms as  nearly
equivalent as  practicable  to the  provisions  with respect to the Common Stock
contained in Sections  6(a)(i) through  6(a)(iv) above, and the other provisions
of this  Section 6(a) with respect to the Common Stock shall apply on like terms
to any such other shares.

      (b) In case of any  reclassification  of the Common Stock (other than in a
transaction to which Section 6(a)(i) applies),  any consolidation of the Company
with,  or merger of the Company into,  any other  entity,  any merger of another
entity  into the  Company  (other  than a merger  that  does not  result  in any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company),  any sale or transfer of all or substantially  all
of the assets of the Company or any compulsory share exchange, pursuant to which
share  exchange  the Common Stock is converted  into other  securities,  cash or
other property, then lawful provision shall be made as part of the terms of such
transaction  whereby  the Holder of a Warrant  then  outstanding  shall have the
right  thereafter,  during the period  such  Warrant  shall be  exercisable,  to
exercise such Warrant only for the kind and amount of securities, cash and other
property  receivable upon the  reclassification,  consolidation,  merger,  sale,
transfer or share  exchange by a holder of the number of shares of Common  Stock
of the  Company  into  which a Warrant  might  have been  able to  exercise  for
immediately prior to the reclassification, consolidation, merger, sale, transfer
or share  exchange  assuming that such holder of Common Stock failed to exercise
rights of  election,  if any,  as to the kind or amount of  securities,  cash or
other property  receivable  upon  consummation  of such  transaction  subject to
adjustment as provided in Section 6(a) above  following the date of consummation
of such  transaction.  The provisions of this Section 6(b) shall similarly apply
to successive  reclassifications,  consolidations,  mergers, sales, transfers or
share exchanges.

      (c) If:

                  (i) the Company  shall take any action which would  require an
                  adjustment in the Exercise Price pursuant to Section 6(a); or

                  (ii) the Company  shall  authorize the granting to the holders
                  of its Common Stock  generally of rights,  warrants or options
                  to  subscribe  for or purchase  any shares of any class or any
                  other rights, warrants or options; or


                                       7
<PAGE>

                  (iii)  there  shall be any  reclassification  or change of the
                  Common Stock (other than a subdivision  or  combination of its
                  outstanding  Common  Stock or a change  in par  value)  or any
                  consolidation, merger or statutory share exchange to which the
                  Company is a party and for which approval of any  stockholders
                  of the Company is required,  or the sale or transfer of all or
                  substantially all of the assets of the Company; or

                  (iv) there shall be a voluntary  or  involuntary  dissolution,
                  liquidation or winding up of the Company;

then,  the  Company  shall  cause to be filed  with the  transfer  agent for the
Warrants and shall cause to be mailed to each Holder at such Holder's address as
shown on the  books of the  transfer  agent for the  Warrants,  as  promptly  as
possible,  but at  least  30  days  prior  to the  applicable  date  hereinafter
specified,  a notice  stating  (A) the date on which a record is to be taken for
the purpose of such dividend,  distribution  or granting of rights,  warrants or
options, or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend,  distribution or rights,
warrants  or  options  are to be  determined,  or (B)  the  date on  which  such
reclassification, change, consolidation, merger, statutory share exchange, sale,
transfer, dissolution, liquidation or winding-up is expected to become effective
or occur,  and the date as of which it is expected  that holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities or other property  deliverable  upon such  reclassification,  change,
consolidation,  merger, statutory share exchange,  sale, transfer,  dissolution,
liquidation  or winding up.  Failure to give such  notice or any defect  therein
shall not affect the legality or validity of the  proceedings  described in this
Section 6(c).

      (d)  Whenever  the  Exercise  Price is  adjusted as herein  provided,  the
Company  shall  promptly  cause a notice of the  adjusted  Exercise  Price to be
mailed to each Holder.

      (e) In any case in which Section 6(a)  provides  that an adjustment  shall
become effective immediately after a record date for an event and the date fixed
for such  adjustment  pursuant to Section 6(a) occurs after such record date but
before the  occurrence  of such  event,  the  Company may defer until the actual
occurrence  of such event (i)  issuing to the Holder of any  Warrants  exercised
after such record date and before the  occurrence  of such event the  additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required  by such  event  over and above the  Common  Stock  issuable  upon such
exercise before giving effect to such adjustment, and (ii) paying to such holder
any amount in cash in lieu of any fraction pursuant to Section 6(h).

      (f) For the purpose of any computation  under Section 2 or this Section 6,
the "Current Market Price" per share of Common Stock on any date shall be deemed
to be the  closing  price of a single  share of Common  Stock on the trading day
immediately  preceding  the date in question as reported on the  American  Stock
Exchange.  If on any such dates the Common  Stock is not listed or  admitted  to
trading on the American Stock Exchange or any other national securities exchange
and is not  quoted by NASDAQ or any  similar  organization,  the fair value of a
share of Common Stock on such date,  as determined in good faith by the board of
directors  of the  Company,  whose  determination  shall  be  conclusive  absent
manifest error, shall be used.



                                       8
<PAGE>

      (g) The  Company  shall not be required  to issue  fractions  of shares of
Common  Stock or other  capital  stock of the Company  upon the exercise of this
Warrant.  If any  fraction of a share would be issuable on the  exercise of this
Warrant (or  specified  portions  thereof),  the  Company  shall  purchase  such
fraction for an amount in cash equal to the same fraction of the Current  Market
Price of such share of Common Stock on the date of exercise of this Warrant.

      7. Transfer Taxes. The issuance of any shares or other securities upon the
exercise of this Warrant,  and the delivery of certificates or other instruments
representing  such shares or other  securities,  shall be made without charge to
the Holder for any tax or other charge in respect of such issuance.  The Company
shall not,  however,  be required to pay any tax which may be payable in respect
of any transfer  involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company  shall not be required to issue or
deliver any such certificate  unless and until the person or persons  requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

      8. Loss or Mutilation of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft,  destruction,  or mutilation of any Warrant (and
upon  surrender  of any Warrant if  mutilated),  and upon  reimbursement  of the
Company's reasonable incidental expenses,  the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor, and denomination.

      9. No Rights as a  Stockholder.  The Holder of any Warrant shall not have,
solely on account of such status,  any rights of a  stockholder  of the Company,
either at law or in equity,  or to any notice of meetings of  stockholders or of
any other proceedings of the Company, except as provided in this Warrant.

      10.  Governing Law. This Warrant shall be construed in accordance with the
laws of the State of Delaware  applicable to contracts made and performed within
such State, without regard to principles of conflicts of law.

      11.  Notices.  All notices  and other  communications  under this  Warrant
(except payment) shall be in writing and shall be sufficiently  given if sent to
the  Holder  or the  Company,  as the case  may be,  by hand  delivery,  private
overnight courier, with acknowledgement of receipt,  facsimile, or by registered
or certified mail, return receipt requested, as follows:



                                       9
<PAGE>

         If to Holder:              ____________________
                                    Attn:  _______________

         If to Company              Intelli-Check, Inc.
                                    246 Crossways Park West
                                    Woodbury, New York  11797
                                    Attention:  Frank Mandelbaum

Or to such other  address as any of them,  by notice to the others may designate
from time to time.  Time shall be counted  to, or from,  as the case may be, the
date of delivery in person or by  overnight  courier or five (5)  business  days
after mailing.

      12.  Remedies.  The  Company  stipulates  that the  remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are not and  will not be  adequate  and  that,  to the  fullest  extent
permitted by law,  such terms may be  specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against a violation of any of the terms hereof or otherwise.

      13.  Amendment  and Waiver.  Except as  otherwise  provided  herein,  this
Warrant may not be  modified or amended  except  pursuant  to an  instrument  in
writing  signed by the  Company  and the  holder of the  Warrant.  No  provision
hereunder  may be waived  other  than in a written  instrument  executed  by the
waiving party.



                                       10
<PAGE>

Dated: ______________, 2005
                                                   Intelli-Check, Inc.

                                                   ------------------------
                                                   By: Frank Mandelbaum
                                                   Chief Executive Officer



                                       11
<PAGE>


                               FORM OF ASSIGNMENT


(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

FOR  VALUE  RECEIVED,   ________hereby   sells,   assigns,  and  transfers  unto
__________________  a Warrant to purchase __________ shares of Common Stock, par
value $0.001 per share, of Intelli-Check,  Inc. (the " Company" ), together with
all right, title, and interest therein,  and does hereby irrevocably  constitute
and appoint attorney to transfer such Warrant on the books of the Company,  with
full power of substitution.

Dated: _______________________________

By: __________________________________
Signature

      The signature on the foregoing  Assignment  must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.



<PAGE>



To:   Intelli-Check, Inc.
      246 Crossways Park West
      Woodbury, New York  11797
      Attention:  Chief Financial Officer



                               NOTICE OF EXERCISE


      The   undersigned   hereby   exercises  his  or  its  rights  to  purchase
_______Warrant Shares in accordance with the terms thereof, and tenders herewith
payment of the exercise  price in full,  together with all  applicable  transfer
taxes, if any.

Payment shall take the form of (check applicable box):

         |_|  in lawful money of the United States; or

         |_|  the cancellation of such number of Warrant Shares as is necessary,
         in  accordance  with the formula set forth in Section 2(c), to exercise
         this  Warrant  with  respect to the  maximum  number of Warrant  Shares
         purchasable  pursuant to the cashless  exercise  procedure set forth in
         subsection 2(c).

      The undersigned  requests that  certificates for such securities be issued
in the name of, and delivered to:


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

                    (Print Name, Address and Social Security
                          or Tax Identification Number)

NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE  FACE OF THE  WITHIN  WARRANT  IN EVERY  PARTICULAR  WITHOUT  ALTERATION  OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.

and,  if such  number of  Warrant  Shares  shall not be all the  Warrant  Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.




Dated:
        -----------------------------

By:
       ------------------------------
Print Name

----------- -------------------------
Signature

Address:

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

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>v024321_ex5-1.txt
<TEXT>
                                                                     Exhibit 5.1


                         [Letterhead of Loeb & Loeb LLP]


                                 August 18, 2005

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

                     Re: Registration Statement on Form S-3
Gentlemen:

      We have acted as counsel to  Intelli-Check,  Inc., a Delaware  corporation
(the "Company"),  in connection with the Registration Statement on Form S-3 (the
"Registration   Statement")   being  filed  with  the  Securities  and  Exchange
Commission  under the  Securities  Act of 1933, as amended (the "Act"),  for the
registration for resale by the selling stockholders listed therein (the "Selling
Stockholders")  of up to (i)  1,250,000  shares (the  "Shares") of the Company's
common  stock,  par value $.001 per share (the  "Common  Stock"),  (ii)  625,000
shares of Common Stock issuable upon exercise of warrants (the  "Warrants";  the
shares of Common Stock  issuable  upon  exercise of the Warrants are referred to
herein as the "Warrant Shares").

      In connection  with the foregoing,  we have examined  originals or copies,
satisfactory to us, of the (i) Registration Statement, (ii) the Amended Articles
of Incorporation of the Company,  (iii) the By-Laws of the Company (iv) the Form
of Purchase  Agreement  between the Company and the Selling  Stockholders in the
August  8  and  9,  2005  private  placement  referred  to in  the  Registration
Statement,  (v) the Form of Warrant and (vi)  certain  records of the  Company's
corporate  proceedings.  We have also  reviewed  such  other  matters of law and
examined and relied upon all such corporate  records,  agreements,  certificates
and other  documents as we have deemed relevant and necessary as a basis for the
opinion  hereinafter  expressed.  In  such  examination,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals  and the  conformity  with the original  documents of all documents
submitted to us as copies or facsimiles.  Where factual matters relevant to such
opinion were not independently established,  we have relied upon certificates of
officers and responsible employees and agents of the Company.

<PAGE>


      Based upon and subject to the foregoing, we are of the opinion that:


      (a) the Shares are validly issued, fully paid and non-assessable;


      (b) the Warrant  Shares,  when paid for and issued in accordance  with the
terms of the Warrants, will be validly issued, fully paid and non-assessable.


      We are opining solely on all applicable  statutory  provisions of Delaware
corporate law, including the rules and regulations  underlying those provisions,
all  applicable  provisions  of the  Delaware  Constitution  and all  applicable
judicial and regulatory determinations.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus  constituting part of the Registration  Statement. In
giving this consent,  we do not thereby admit that we are within the category of
persons  whose  consent is required  under  Section 7 of the Act,  the rules and
regulations of the Securities and Exchange Commission  promulgated thereunder or
Item 509 of Regulation S-K promulgated under the Act.

                                 Very truly yours,

                                 /s/Loeb & Loeb LLP
                                 LOEB & LOEB LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>v024321_ex10-1.txt
<TEXT>
                                                                    Exhibit 10.1



                               PURCHASE AGREEMENT

      THIS AGREEMENT is made as of the __ day of August 2005 by and between
Intelli-Check, Inc. (the "Company"), a corporation organized under the laws of
the State of Delaware, with its principal offices at 246 Crossways Park West,
Woodbury, New York 11797, and the purchaser whose name and address is set forth
on the signature page hereof (the "Purchaser").

      IN CONSIDERATION of the mutual covenants contained in this Agreement, the
Company and the Purchaser agree as follows:

            SECTION 1. Authorization of Sale of the Securities. Subject to the
terms and conditions of this Agreement, the Company has authorized the issuance
and sale of up to (i) 1,265,000 shares (the "Shares") of common stock, par value
$0.001 per share (the "Common Stock"), of the Company and (ii) warrants (the
"Warrants") to purchase up to 506,000 shares of common stock (the "Warrant
Shares") at an initial exercise price of $5.40 per share, subject to adjustment.
The Company reserves the right to increase or decrease the number of Shares or
Warrant Shares sold in this private placement prior to the Closing Date. The
Shares and the Warrants are hereinafter sometimes referred to together as the
"Securities."

            SECTION 2. Agreement to Sell and Purchase the Securities. At the
Closing (as defined in Section 3), the Company will issue and sell to the
Purchaser, and the Purchaser will buy from the Company, upon the terms and
conditions hereinafter set forth, the Securities (at the purchase price) shown
below:


    Shares to be                              Price Per Share         Aggregate
     Purchased          Warrant Shares          In Dollars              Price
  --------------      ------------------      ---------------         ---------
                                              $                       $


      The Company proposes to enter into the same form of purchase agreement
with certain other investors (the "Other Purchasers") and expects to complete
sales of the Securities to them. The Purchaser and the Other Purchasers are
hereinafter sometimes collectively referred to as the "Purchasers," and this
Agreement and the agreements executed by the Other Purchasers are hereinafter
sometimes collectively referred to as the "Agreements." The term "Placement
Agent" shall mean JMP Securities LLC.



<PAGE>

            SECTION 3. Delivery of the Securities at the Closing. The completion
of the purchase and sale of the Securities (the "Closing") shall occur at the
offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New
York 10104 as soon as practicable and as agreed to by the parties hereto, within
three business days following the execution of the Agreements, or on such later
date or at such different location as the parties shall agree in writing, but
not prior to the date that the conditions for Closing set forth below have been
satisfied or waived by the appropriate party (the "Closing Date").

      At the Closing, the Company shall deliver to the Purchaser one or more
stock certificates representing the number of Shares set forth in Section 2
above and one or more Warrant certificates representing the number of Warrant
Shares set forth in Section 2 above, each registered in the name of the
Purchaser, or, if so indicated on the Securities Certificate Questionnaire
attached hereto as Appendix I, in such nominee name(s) as designated by the
Purchaser, and bearing an appropriate legend referring to the fact that the
Securities were sold in reliance upon the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereof and Rule 506 thereunder. The name(s) in which the stock
certificates and the Warrant certificates are to be registered are set forth in
the Securities Certificate Questionnaire attached hereto as Appendix I. The
Company's obligation to complete the purchase and sale of the Securities and
deliver such stock certificate(s) and Warrant certificate(s) to the Purchaser at
the Closing shall be subject to the following conditions, any one or more of
which may be waived by the Company: (a) receipt by the Company of same-day funds
in the full amount of the purchase price for the Securities being purchased
hereunder; (b) completion of the purchases and sales under the Agreements with
the Purchasers; and (c) the accuracy in all material respects of the
representations and warranties made by the Purchasers (as if such
representations and warranties were made on the Closing Date) and the
fulfillment of those undertakings of the Purchasers to be fulfilled prior to the
Closing. The Purchaser's obligation to accept delivery of such stock
certificate(s) and Warrant certificate(s) and to pay for the Securities
evidenced thereby shall be subject to the following conditions, any one or more
of which may be waived by the Purchaser: (a) each of the representations and
warranties of the Company made herein shall be accurate as of the Closing Date;
(b) the delivery to the Purchaser by counsel to the Company of a legal opinion
in a form reasonably satisfactory to counsel to the Placement Agent; and (c) the
fulfillment in all material respects of those undertakings of the Company to be
fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly
not conditioned on the purchase by any or all of the Other Purchasers of the
Securities that they have agreed to purchase from the Company.

            SECTION 4. Representations, Warranties and Covenants of the Company.
The Company hereby represents and warrants to, and covenants with, the Purchaser
as follows:

            4.1 Organization and Qualification. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and the Company is qualified to do business as a foreign
corporation in each jurisdiction in which qualification is required, except
where failure to so qualify would not reasonably be expected to have a Material
Adverse Effect (as defined herein). The Company has no subsidiaries. For
purposes of this Agreement, the term "Material Adverse Effect" shall mean a
material adverse effect upon the business, financial condition, properties or
results of operations of the Company.



                                       2
<PAGE>

            4.2 Authorized Capital Stock. Except as disclosed in or contemplated
by the Confidential Private Placement Memorandum, dated June 13, 2005 prepared
by the Company, including all exhibits, supplements and amendments thereto (the
"Private Placement Memorandum"), the Company had outstanding the capital stock
set forth under the heading "Capitalization" in the Private Placement Memorandum
as of the date set forth therein; the issued and outstanding shares of the
Company's Common Stock have been duly authorized and validly issued, are fully
paid and nonassessable, have been issued in compliance with all federal and
state securities laws, were not issued in violation of or subject to any
preemptive rights or other rights to subscribe for or purchase securities, and
conform in all material respects to the description thereof contained in the
Private Placement Memorandum. Except as disclosed in the Private Placement
Memorandum, the Company does not have outstanding any options to purchase, or
any preemptive rights or other rights to subscribe for or to purchase, any
securities or obligations convertible into, or any contracts or commitments to
issue or sell, shares of its capital stock or any such options, rights,
convertible securities or obligations. The description of the Company's stock,
stock bonus and other stock plans or arrangements and the options or other
rights granted and exercised thereunder, set forth in the Private Placement
Memorandum accurately and fairly presents all material information with respect
to such plans, arrangements, options and rights.

            4.3 Issuance, Sale and Delivery of the Securities. The Securities
and the Warrant Shares have been duly authorized and, when issued, delivered and
paid for in the manner set forth in this Agreement, will be duly authorized,
validly issued, fully paid and nonassessable and free and clear of all pledges,
liens, restrictions and encumbrances (other than restrictions on transfer under
state and/or federal securities laws), and will conform in all material respects
to the description thereof set forth in the Private Placement Memorandum as of
the dates set forth therein. No preemptive rights or other rights to subscribe
for or purchase exist with respect to the issuance and sale of the Securities or
the Warrant Shares by the Company pursuant to this Agreement. No stockholder of
the Company has any right (which has not been waived or has not expired by
reason of lapse of time following notification of the Company's intent to file
the registration statement to be filed by it pursuant to Section 7.1 (the
"Registration Statement")) to require the Company to register the sale of any
shares owned by such stockholder under the Securities Act of 1933, as amended
(the "Securities Act") in the Registration Statement. No further approval or
authority of the stockholders or the Board of Directors of the Company will be
required for the issuance and sale of the Securities or the Warrant Shares to be
sold by the Company as contemplated herein. The Company has reserved from its
duly authorized capital stock the maximum number of shares of Common Stock
issuable pursuant to the Warrants.

            4.4 Due Execution, Delivery and Performance of this Agreement. The
Company has full legal right, corporate power and authority to enter into this
Agreement and perform the transactions contemplated hereby. This Agreement has
been duly authorized, executed and delivered by the Company. The execution,
delivery and performance of this Agreement by the Company and the consummation
of the transactions herein contemplated will not violate any provision of the
certificate of incorporation or bylaws of the Company and will not result in the
creation of any lien, charge, security interest or encumbrance upon any assets
of the Company pursuant to the terms or provisions of, and will not (i) conflict
with, result in the breach or violation of, or constitute, either by itself or
upon notice or the passage of time or both, a default under (A) any agreement,
lease, franchise, license, permit or other instrument to which the Company is a
party or by which the Company or any of its properties may be bound or affected
and in each case which would have a Material Adverse Effect, or (B) to the
Company's knowledge, any statute or any judgment, decree, order, rule or
regulation of any court or any regulatory body, administrative agency or other
governmental body applicable to the Company or any of its properties where such


                                       3
<PAGE>

conflict, breach, violation or default is likely to result in a Material Adverse
Effect. No consent, approval, authorization or other order of any court,
regulatory body, administrative agency or other governmental body is required
for the execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement, except for compliance with the blue
sky laws and federal securities laws applicable to the offering of the
Securities. Upon the execution and delivery of this Agreement and the Warrants,
and assuming the valid execution thereof by the Purchaser, this Agreement and
the Warrants will constitute a valid and binding obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Company in
Section 7.3 hereof may be limited by federal or state securities laws or the
public policy underlying such laws.

            4.5 Accountants. Each of the firms of Amper, Politziner & Mattia,
P.C. and Grant Thornton LLP, each of which has expressed its opinion with
respect to the consolidated financial statements to be included or incorporated
by reference in the Registration Statement and the prospectus which forms a part
thereof (the "Prospectus"), is an independent accountant as required by the
Securities Act and the rules and regulations promulgated thereunder (the "Rules
and Regulations").

            4.6 No Defaults. Except as disclosed in the Private Placement
Memorandum, the Company is not in violation or default of any provision of its
certificate of incorporation or bylaws, or in breach of or default with respect
to any provision of any agreement, judgment, decree, order, lease, franchise,
license, permit or other instrument to which it is a party or by which it or any
of its properties are bound which could reasonably be expected to have a
Material Adverse Effect and there does not exist any state of facts which, with
notice or lapse of time or both, would constitute an event of default on the
part of the Company as defined in such documents and which would have a Material
Adverse Effect.

            4.7 Contracts. Except as disclosed in the Private Placement
Memorandum, the Company has no material contracts. Any contracts described in
the Private Placement Memorandum that are material to the Company are in full
force and effect on the date hereof; and neither the Company nor, to the
Company's knowledge, is any other party in breach of or default under any of
such contracts which would have a Material Adverse Effect.



                                       4
<PAGE>

            4.8 No Actions. Except as disclosed in the Private Placement
Memorandum, (1) there are no legal or governmental actions, suits or proceedings
pending and (2) to the Company's knowledge, there are no inquiries or
investigations, nor are there any legal or governmental actions, suits, or
proceedings threatened to which the Company is or may be a party or of which
property owned or leased by the Company is or may be the subject, or related to
environmental or discrimination matters, which actions, suits or proceedings,
individually or in the aggregate, might reasonably be expected to have a
Material Adverse Effect; and no labor disturbance by the employees of the
Company exists or, to the Company's knowledge, is imminent which might
reasonably be expected to have a Material Adverse Effect. The Company is not
party to or subject to the provisions of any injunction, judgment, decree or
order of any court, regulatory body, administrative agency or other governmental
body which might reasonably be expected to have a Material Adverse Effect.

            4.9 Properties. The Company has good and marketable title to all
properties and assets reflected as owned in the financial statements included in
the Private Placement Memorandum, subject to no lien, mortgage, pledge, charge
or encumbrance of any kind except (i) those, if any, reflected in the financial
statements included in the Private Placement Memorandum or otherwise in the
Private Placement Memorandum, or (ii) those which are not material in amount and
do not adversely affect the use of such property by the Company. The Company
holds its leased properties under valid and binding leases, with such exceptions
as are not materially significant in relation to its business taken as a whole.
Except as disclosed in the Private Placement Memorandum, the Company leases all
such properties as are necessary to its operations as now conducted.

            4.10 No Material Change. Since December 31, 2004, and except as
described in the Private Placement Memorandum (i) the Company has not incurred
any material liabilities or obligations, indirect, or contingent, or entered
into any material oral or written agreement or other transaction which is not in
the ordinary course of business or which could reasonably be expected to result
in a material reduction in the future earnings of the Company; (ii) the Company
has not sustained any material loss or interference with its businesses or
properties from fire, flood, windstorm, accident or other calamity not covered
by insurance; (iii) the Company has not paid or declared any dividends or other
distributions with respect to its capital stock and the Company is not in
default in the payment of principal or interest on any outstanding debt
obligations; (iv) there has not been any change in the capital stock of the
Company other than the sale of the Securities hereunder, shares or options
issued pursuant to employee equity incentive plans or purchase plans approved by
the Company's Board of Directors and repurchases of shares or options pursuant
to repurchase plans already approved by the Company's Board of Directors, or
indebtedness not incurred in the ordinary course of business that is material to
the Company; and (v) there has not been any other event which has caused a
Material Adverse Effect.

            4.11 Intellectual Property. Except as disclosed in the Private
Placement Memorandum: (i) the Company owns or has obtained valid and enforceable
licenses or options for the inventions, patent applications, patents, trademarks
(both registered and unregistered), trade names, copyrights and trade secrets
necessary for the conduct of the Company's business as currently conducted
(collectively, the "Intellectual Property"); and (ii) (a) there are no third
parties who have any ownership rights to any Intellectual Property that is owned
by, or has been licensed to, the Company for the products described in the
Private Placement Memorandum that would preclude the Company from conducting its
business as currently conducted and have a Material Adverse Effect, except for
the ownership rights of the owners of the Intellectual Property licensed or
optioned by the Company; (b) there is no pending or, to the Company's knowledge,
threatened action, suit, proceeding or claim by others challenging the rights of
the Company in or to any Intellectual Property owned, licensed or optioned by
the Company, other than claims which would not reasonably be expected to have a


                                       5
<PAGE>

Material Adverse Effect; (c) there is no pending or, to the Company's knowledge,
threatened action, suit, proceeding or claim by others challenging the validity
or scope of any Intellectual Property owned, licensed or optioned by the
Company, other than non-material actions, suits, proceedings and claims; and (d)
there is no pending or, to the Company's knowledge, threatened action, suit,
proceeding or claim by others that the Company infringes or otherwise violates
any patent, trademark, copyright, trade secret or other proprietary right of
others, other than non-material actions, suits, proceedings and claims.

            4.12 Compliance. The Company has not been advised, nor does the
Company have reason to believe, that it is not conducting its business in
compliance with all applicable laws, rules and regulations of the jurisdictions
in which it is conducting its business, including, without limitation, all
applicable local, state and federal environmental laws and regulations; except
where failure to be so in compliance would not have a Material Adverse Effect.

            4.13 Taxes. The Company has filed all necessary federal, state and
foreign income and franchise tax returns and has paid or accrued all taxes shown
as due thereon, and the Company has no knowledge of a tax deficiency which has
been or might be asserted or threatened against it which might reasonably be
expected to have a Material Adverse Effect.

            4.14 Transfer Taxes. On the Closing Date, all stock transfer or
other taxes (other than income taxes) which are required to be paid in
connection with the sale and transfer of the Securities to be sold to the
Purchaser hereunder will be, or will have been, fully paid or provided for by
the Company and all laws imposing such taxes will be or will have been complied
with.

            4.15 Investment Company. The Company is not an "investment company"
or an "affiliated person" of, or "promoter" or "principal underwriter" for an
investment company, within the meaning of the Investment Company Act of 1940, as
amended.

            4.16 Offering Materials. The Company has not distributed and will
not distribute prior to the Closing Date any offering material in connection
with the offering and sale of the Securities other than the Private Placement
Memorandum or any amendment or supplement thereto. Neither the Company nor any
person acting on its behalf has in the past or will hereafter take any action
independent of the Placement Agent to sell, offer for sale or solicit offers to
buy any securities of the Company which would subject the offer, issuance or
sale of the Securities, as contemplated by this Agreement, to the registration
requirements of Section 5 of the Securities Act.



                                       6
<PAGE>

            4.17 Insurance. The Company maintains insurance of the types and in
the amounts that the Company reasonably believes is adequate for its business,
including, but not limited to, insurance covering all real and personal property
leased by the Company against theft, damage, destruction, acts of vandalism and
all other risks customarily insured against by similarly situated companies, all
of which insurance is in full force and effect.

            4.18 Additional Information. The information contained in the
following documents, which the Placement Agent has furnished to the Purchaser,
or will furnish prior to the Closing, does not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
in which they were made, not misleading, as of their respective final dates:

            (a) the Company's Annual Report on Form 10-K for the year ended
December 31, 2004;

            (b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005;

            (c) the Company's Definitive Proxy Statement on Schedule 14A filed
on May 13, 2005;

            (d) the Private Placement Memorandum, including all addenda and
exhibits thereto (other than the Purchase Agreement and the Appendices); and

            (e) all other documents, if any, filed by the Company with the
Commission since December 31, 2004 pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

            4.19 Price of Common Stock. The Company has not taken, and will not
take, directly or indirectly, any action designed to cause or result in, or
which has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the shares of the Common Stock to
facilitate the sale or resale of the Securities.

            4.20 Corporate Legal Opinion. As a condition to the Purchasers'
obligation to purchase the Securities, legal counsel to the Company will deliver
one or more legal opinions to the Placement Agent in a form reasonably
satisfactory to the Placement Agent and its counsel. Such opinions also shall
state that each of the Purchasers may rely thereon as though it were addressed
directly to such Purchaser.

            4.21 Certificate. At the Closing, the Company will deliver to
Purchaser a certificate executed by the chief executive officer and the chief
financial or accounting officer of the Company, dated as of the Closing Date, in
form and substance reasonably satisfactory to the Purchasers, to the effect that
the representations and warranties of the Company set forth in this Section 4
are true and correct as of the date of this Agreement and as of the Closing Date
and that the Company has complied with all the agreements and satisfied all the
conditions herein on its part to be performed or satisfied on or prior to such
Closing Date.



                                       7
<PAGE>

            4.22 Reporting Company; Form S-3. The Company is subject to the
reporting requirements of the Exchange Act and has filed all reports required
thereby. The Company is eligible to register the Shares and the Warrant Shares
for resale by the Purchaser on a registration statement on Form S-3 under the
Securities Act. There exist no facts or circumstances (including without
limitation any required approvals or waivers or any circumstances that may delay
or prevent the obtaining of accountant's consents) that reasonably could be
expected to prohibit or delay the preparation and filing of a registration
statement on Form S-3 that will be available for the resale of the Shares and
the Warrant Shares by the Purchaser.

            4.23 Use of Proceeds. The Company shall use the proceeds from the
sale of the Securities as described under "Use of Proceeds" in the Private
Placement Memorandum.

            4.24 Non-Public Information. Neither the Company nor, to the
Company's knowledge, any person acting on behalf of the Company, has provided
the Purchaser with any information that the Company believes constitutes
material, non-public information, unless the Purchaser had first executed a
written non-disclosure agreement. On the Closing Date, the Company shall issue
the press release described in Section 7.1(h) hereof. On or before 9:00 a.m.,
New York City time, on the first business day after the Closing Date, the
Company shall file a Current Report on Form 8-K describing the material terms of
the transactions contemplated by this Agreement, and attaching as an exhibit to
such Form 8-K a form of this Agreement and a form of Warrant (including such
exhibits, the "8-K Filing"). The Company shall not, and shall use its best
efforts to cause each of its officers, directors, employees and agents not to,
provide the Purchaser with any material nonpublic information regarding the
Company from and after the filing of the 8-K Filing without the express written
consent of the Purchaser. The Company understands and confirms that the
Purchaser will rely on the representations and covenants set forth in this
section in effecting transactions in securities of the Company.

            4.25 Use of Purchaser Name. Except as may be required by applicable
law or regulation, the Company shall not use the Purchaser's name or the name of
any of its affiliates in any advertisement, announcement, press release or other
similar public communication unless it has received the prior written consent of
the Purchaser for the specific use contemplated or as otherwise required by
applicable law or regulation.

            4.26 Related Party Transactions. No transaction has occurred between
or among the Company and its affiliates, officers or directors or any affiliate
or affiliates of any such officer or director that is required to have been
described under applicable securities laws in its Exchange Act filings and is
not so described in such filings.

            4.27 Off-Balance Sheet Arrangements. There is no transaction,
arrangement or other relationship between the Company and an unconsolidated or
other off-balance sheet entity that is required to be disclosed by the Company
in its Exchange Act filings and is not so disclosed or that otherwise would be
reasonably likely to have a Material Adverse Effect. There are no such
transactions, arrangements or other relationships with the Company that may
create contingencies or liabilities that are not otherwise disclosed by the
Company in its Exchange Act filings.



                                       8
<PAGE>

            4.28 Governmental Permits, Etc. The Company has all franchises,
licenses, certificates and other authorizations from such federal, state or
local government or governmental agency, department or body that are currently
required for the operation of the business of the Company as currently
conducted, except where the failure to posses currently such franchises,
licenses, certificates and other authorizations is not reasonably expected to
have a Material Adverse Effect. The Company has not received any notice of
proceedings relating to the revocation or modification of any such permit which,
if the subject of an unfavorable decision, ruling or finding, could reasonably
be expected to have a Material Adverse Effect.

            4.29 Financial Statements. The financial statements of the Company
and the related notes contained in its Exchange Act filings present fairly, in
accordance with generally accepted accounting principles, the financial position
of the Company as of the dates indicated, and the results of its operations,
cash flows and the changes in stockholders' equity for the periods therein
specified, subject, in the case of unaudited financial statements for interim
periods, to normal year-end audit adjustments. Such financial statements
(including the related notes) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods therein specified, except that unaudited financial statements may not
contain all footnotes required by generally accepted accounting principles.

            4.30 Listing. The Company has not, in the two years preceding the
date hereof, received any written notice from the American Stock Exchange, any
stock exchange, market or trading facility on which the Common Stock is or has
been listed (or on which it has been quoted) to the effect that the Company is
not in compliance with the listing or maintenance requirements of such exchange,
market or trading facility. The Company shall comply with all requirements of
the American Stock Exchange with respect to the issuance of the Shares and the
Warrant Shares and shall use its best efforts to have the Shares and the Warrant
Shares listed on the American Stock Exchange on or before the first date that
the Registration Statement is declared effective by the Commission. The Common
Stock is presently listed on the American Stock Exchange.

            4.31 Sarbanes-Oxley Act; Accounting Controls. The Company is, and at
the Closing Date will be, in material compliance with all provisions of the
Sarbanes-Oxley Act of 2002 which are applicable to it. The Company maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.



                                       9
<PAGE>

            4.32 ERISA Compliance. Each material employee benefit plan, within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), that is maintained, administered or contributed to
by the Company or any of its affiliates for employees or former employees of the
Company has been maintained in material compliance with its terms and the
requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended (the "Code"); no prohibited transaction, within the meaning of Section
406 of ERISA or Section 4975 of the Code, has occurred which would result in a
material liability to the Company with respect to any such plan excluding
transactions effected pursuant to a statutory or administrative exemption; and
for each such plan that is subject to the funding rules of Section 412 of the
Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined in
Section 412 of the Code has been incurred, whether or not waived, and the fair
market value of the assets of each such plan (excluding for these purposes
accrued but unpaid contributions) exceeds the present value of all benefits
accrued under such plan determined using reasonable actuarial assumptions.

            4.33 Foreign Corrupt Practices. Neither the Company nor, to the
knowledge of the Company, any director, officer, agent, employee or other Person
acting on behalf of the Company has, in the course of its actions for, or on
behalf of, the Company (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; (iii)
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or
domestic government official or employee.

            4.34 Employee Relations. (a) The Company is not a party to any
collective bargaining agreement or employs any member of a union. The Company
believes that its relations with its employees are good. No executive officer of
the Company (as defined in Rule 501(f) of the Securities Act) has notified the
Company that such officer intends to leave the Company or otherwise terminate
such officer's employment with the Company. No executive officer of the Company,
to the knowledge of the Company, is, or is now expected to be, in violation of
any material term of any employment contract, confidentiality, disclosure or
proprietary information agreement, non-competition agreement, or any other
contract or agreement or any restrictive covenant, and the continued employment
of each such executive officer does not subject the Company to any liability
with respect to any of the foregoing matters.

            4.35 Environmental Matters. There has been no storage, disposal,
generation, manufacture, transportation, handling or treatment of toxic wastes,
hazardous wastes or hazardous substances by the Company (or, to the knowledge of
the Company, any of its predecessors in interest) at, upon or from any of the
property now or previously owned or leased by the Company in violation of any
applicable law, ordinance, rule, regulation, order, judgment, decree or permit
or which would require remedial action under any applicable law, ordinance,
rule, regulation, order, judgment, decree or permit; there has been no material
spill, discharge, leak, emission, injection, escape, dumping or release of any
kind into such property or into the environment surrounding such property of any
toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous
substances due to or caused by the Company or with respect to which the Company
has knowledge; the terms "hazardous wastes", "toxic wastes", "hazardous
substances", and "medical wastes" shall have the meanings specified in any
applicable local, state, federal and foreign laws or regulations with respect to
environmental protection.



                                       10
<PAGE>

            4.36 Equal Treatment of Purchasers. Each Purchaser has entered into
the Agreement on materially equivalent terms. No consideration shall be offered
or paid to any person to amend or consent to a waiver or modification of any
provision of any of this Agreement or the Warrant unless the same consideration
is also offered to all of the parties to the Agreements. For clarification
purposes, this provision constitutes a separate right granted to each Purchaser
by the Company and negotiated separately by each Purchaser, and is intended to
treat for the Company the Purchasers as a class and shall not in any way be
construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.

            SECTION 5. Representations, Warranties and Covenants of the
Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the
Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced
in making, and is qualified to make, decisions with respect to investments in
shares representing an investment decision like that involved in the purchase of
the Securities, including investments in securities issued by the Company and
comparable entities, and has had the opportunity to request, receive, review and
consider all information it deems relevant in making an informed decision to
purchase the Securities; (ii) the Purchaser is acquiring the Securities set
forth in Section 2 above in the ordinary course of its business and for its own
account for investment only and with no present intention of distributing any of
such Securities or any arrangement or understanding with any other persons
regarding the distribution of such Securities (this representation and warranty
not limiting the Purchaser's right to sell pursuant to the Registration
Statement or in compliance with the Securities Act and the Rules and
Regulations, or, other than with respect to any claims arising out of a breach
of this representation and warranty, the Purchaser's right to indemnification
under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer,
sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) any of the Securities, nor
will the Purchaser engage in any short sale that results in a disposition of any
of the Securities by the Purchaser, except in compliance with the Securities Act
and the Rules and Regulations and any applicable state securities laws; (iv) the
Purchaser has completed or caused to be completed the Registration Statement
Questionnaire attached hereto as part of Appendix I, for use in preparation of
the Registration Statement, and the answers thereto are true and correct as of
the date hereof and will be true and correct as of the effective date of the
Registration Statement and the Purchaser will notify the Company immediately of
any material change in any such information provided in the Registration
Statement Questionnaire until such time as the Purchaser has sold all of its
Shares and Warrant Shares or until the Company is no longer required to keep the
Registration Statement effective; (v) the Purchaser has, in connection with its
decision to purchase the Securities set forth in Section 2 above, relied solely
upon the Private Placement Memorandum and the documents included therein or
incorporated by reference and the representations and warranties of the Company
contained herein; (vi) the Purchaser has had an opportunity to discuss this
investment with representatives of the Company and ask questions of them; (vii)
the Purchaser is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D promulgated under the Securities Act ; and (vii) the Purchaser
agrees to notify the Company immediately of any change in any of the foregoing
information until such time as the Purchaser has sold all of its Shares and
Warrant Shares or the Company is no longer required to keep the Registration
Statement effective.



                                       11
<PAGE>

            (b) The Purchaser understands that the Securities are being offered
and sold to it in reliance upon specific exemptions from the registration
requirements of the Securities Act, the Rules and Regulations and state
securities laws and that the Company is relying upon the truth and accuracy of,
and the Purchaser's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of
the Purchaser to acquire the Securities.

            (c) For the benefit of the Company, the Purchaser previously agreed
orally or in writing with the Placement Agent to keep confidential all
information concerning this private placement. The Purchaser understands that
the information contained in the Private Placement Memorandum is strictly
confidential and proprietary to the Company and has been prepared from the
Company's publicly available documents and other information and is being
submitted to the Purchaser solely for such Purchaser's confidential use. The
Purchaser agrees to use the information contained in the Private Placement
Memorandum for the sole purpose of evaluating a possible investment in the
Securities and the Purchaser hereby acknowledges that it is prohibited from
reproducing or distributing the Private Placement Memorandum, this Agreement, or
any other offering materials or other information provided by the Company in
connection with the Purchaser's consideration of its investment in the Company,
in whole or in part, or divulging or discussing any of their contents, except to
its financial, investment or legal advisors in connection with its proposed
investment in the Securities. Further, the Purchaser understands that the
existence and nature of all conversations and presentations, if any, regarding
the Company and this offering must be kept strictly confidential. The Purchaser
understands that the federal securities laws impose restrictions on trading
based on information regarding this offering. In addition, the Purchaser hereby
acknowledges that unauthorized disclosure of information regarding this offering
may result in a violation of Regulation FD. This obligation will terminate upon
the filing by the Company of a press release or press releases or a Current
Report on Form 8-K describing this offering. In addition to the above, the
Purchaser shall maintain in confidence the receipt and content of any notice of
a Suspension (as defined in Section 5(h) below). The foregoing agreements shall
not apply to any information that is or becomes publicly available through no
fault of the Purchaser, or that the Purchaser is legally required to disclose;
provided, however, that if the Purchaser is requested or ordered to disclose any
such information pursuant to any court or other government order or any other
applicable legal procedure, it shall provide the Company with prompt notice of
any such request or order in time sufficient to enable the Company to seek an
appropriate protective order.

            (d) The Purchaser understands that its investment in the Securities
involves a significant degree of risk, including a risk of total loss of the
Purchaser's investment, and the Purchaser has full cognizance of and understands
all of the risk factors related to the Purchaser's purchase of the Securities,
including, but not limited to, those set forth under the caption "Risk Factors"
in the Private Placement Memorandum. The Purchaser understands that the market
price of the Common Stock has been volatile and that no representation is being
made as to the future value of the Common Stock. The Purchaser has the knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Securities and has the ability to
bear the economic risks of an investment in the Securities.



                                       12
<PAGE>

            (e) The Purchaser understands that no United States federal or state
agency or any other government or governmental agency has passed upon or made
any recommendation or endorsement of the Securities.

            (f) The Purchaser understands that, (i) at all times the Warrants
and (ii) until such time as the Registration Statement has been declared
effective and the Shares and the Warrant Shares may be sold pursuant to
subsection (h) below or pursuant to Rule 144 under the Securities Act without
any restriction as to the number of securities as of a particular date that can
then be immediately sold, the Securities and the Warrant Shares will bear a
restrictive legend in substantially the following form:

            "The securities evidenced by this certificate have
            not been registered under the Securities Act of 1933,
            as amended (the "Securities Act"), or the securities
            laws of any state or other jurisdiction. The Shares
            may not be offered, sold, pledged or otherwise
            transferred except (1) pursuant to an exemption from
            registration under the Securities Act or (2) pursuant
            to an effective registration statement under the
            Securities Act, in each case in accordance with all
            applicable securities laws of the states and other
            jurisdictions, and in the case of a transaction
            exempt from registration, unless the Company has
            received an opinion of counsel reasonably
            satisfactory to it that such transaction does not
            require registration under the Securities Act and
            such other applicable laws."

            (g) The Purchaser's principal executive offices are in the
jurisdiction set forth immediately below the Purchaser's name on the signature
pages hereto.

            (h) The Purchaser hereby covenants with the Company not to make any
sale of the Shares or the Warrant Shares under the Registration Statement
without complying with the provisions of this Agreement and without effectively
causing the prospectus delivery requirement under the Securities Act to be
satisfied, and the Purchaser acknowledges and agrees that such Shares and
Warrant Shares are not transferable on the books of the Company without
registration unless the Company has received an opinion of counsel reasonably
satisfactory to it that such transaction does not require registration under the
Securities Act and such other applicable laws or the certificate submitted to
the transfer agent evidencing the Shares or the Warrant Shares is accompanied by
a separate Purchaser's Certificate of Subsequent Sale: (i) in the form of
Appendix II hereto, (ii) executed by an officer of, or other authorized person
designated by, the Purchaser, and (iii) to the effect that (A) the Shares or the
Warrant Shares have been sold in accordance with the Registration Statement, the
Securities Act and any applicable state securities or blue sky laws and (B) the
requirement of delivering a current prospectus has been satisfied. The Purchaser
will notify the Company promptly after the sale of all of its Shares and Warrant
Shares. The Purchaser acknowledges that there may occasionally be times when the
Company must suspend the use of the Prospectus forming a part of the
Registration Statement (a "Suspension") until such time as an amendment to the
Registration Statement has been filed by the Company and declared effective by
the Commission, or until such time as the Company has filed an appropriate


                                       13
<PAGE>

report with the Commission pursuant to the Exchange Act. The Purchaser hereby
covenants that it will not sell any Shares or Warrant Shares pursuant to said
Prospectus during the period commencing at the time at which the Company gives
the Purchaser written notice of the Suspension of the use of said Prospectus and
ending at the time the Company gives the Purchaser written notice that the
Purchaser may thereafter effect sales pursuant to said Prospectus.
Notwithstanding the foregoing, the Company agrees that no Suspension shall be
for a period of longer than 30 consecutive days, and no Suspension shall be for
a period of an aggregate in any 365-day period of longer than 45 days. In the
event that a Suspension is for a period of longer than 30 consecutive days or
for a period of an aggregate in any 365-day period of longer than 60 days, the
Company shall pay to each Purchaser an amount, as liquidated damages and not as
a penalty, equal to one half of one percent (0.5%) per month (pro rata on a 30
day basis) for the first thirty (30) days, and thereafter, one percent (1.5%)
per month (pro rata on a 30 day basis), of the aggregate purchase price paid by
such Purchaser pursuant to this Agreement for any Securities then held by such
Purchaser until the Suspension is cured. Such liquidated damages shall be
payable monthly in cash.

            (i) The Purchaser further represents and warrants to, and covenants
with, the Company that (i) the Purchaser has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, (ii) the making and
performance of this Agreement by the Purchaser and the consummation of the
transactions herein contemplated will not violate any provision of the
organizational documents of the Purchaser or conflict with, result in the breach
or violation of, or constitute, either by itself or upon notice or the passage
of time or both, a default under any material agreement, mortgage, deed of
trust, lease, franchise, license, indenture, permit or other instrument to which
the Purchaser is a party, or any statute or any authorization, judgment, decree,
order, rule or regulation of any court or any regulatory body, administrative
agency or other governmental body applicable to the Purchaser, (iii) no consent,
approval, authorization or other order of any court, regulatory body,
administrative agency or other governmental body is required on the part of the
Purchaser for the execution and delivery of this Agreement or the consummation
of the transactions contemplated by this Agreement, (iv) upon the execution and
delivery of this Agreement, this Agreement shall constitute a legal, valid and
binding obligation of the Purchaser, enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and except to the extent enforcement of the
indemnification provisions, set forth in Section 7.3 of this Agreement, may be
limited by federal or state securities laws or the public policy underlying such
laws, and (v) there is not in effect any order enjoining or restraining the
Purchaser from entering into or engaging in any of the transactions contemplated
by this Agreement.



                                       14
<PAGE>

            SECTION 6. Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agent, all covenants, agreements, representations and warranties made
by the Company and the Purchaser herein and in the certificates for the
Securities delivered pursuant hereto shall survive the execution of this
Agreement, the delivery to the Purchaser of the Securities being purchased and
the payment therefore.

            SECTION 7. Registration of the Shares and the Warrant Shares;
Compliance with the Securities Act.

            7.1 Registration Procedures and Expenses. The Company shall:

            (a) as soon as reasonably practicable, but in no event later than
ten (10) days following the Closing Date, prepare and file with the Commission
the Registration Statement on Form S-3 relating to the sale of the Shares and
the Warrant Shares by the Purchaser and the Other Purchasers from time to time
on the American Stock Exchange or the facilities of any national securities
exchange on which the Common Stock is then traded or in privately-negotiated
transactions;

            (b) use its best efforts, subject to receipt of necessary
information from the Purchasers, to cause the Commission to declare the
Registration Statement effective within forty-five (45) days after the Closing
Date or, in the event of a review of the Registration Statement by the
Commission, within sixty (60) days after the Closing Date;

            (c) use its best efforts to promptly prepare and file with the
Commission such amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective until the earliest of (i) two years after the
effective date of the Registration Statement, or (ii) such time as the Shares
and the Warrant Shares become eligible for resale by non-affiliates pursuant to
Rule 144(k) under the Securities Act of 1933, as amended;

            (d) furnish to the Purchaser with respect to the Shares and the
Warrant Shares registered under the Registration Statement (and to each
underwriter, if any, of such Shares or Warrant Shares) such number of copies of
prospectuses and such other documents as the Purchaser may reasonably request,
in order to facilitate the public sale or other disposition of all or any of the
Shares and the Warrant Shares by the Purchaser;

            (e) file documents required of the Company for normal Blue Sky
clearance in states specified in writing by the Purchaser; provided, however,
that the Company shall not be required to qualify to do business or consent to
service of process in any jurisdiction in which it is not now so qualified or
has not so consented;

            (f) bear all expenses in connection with the procedures in
paragraphs (a) through (e) of this Section 7.1 and the registration of the
Shares and the Warrant Shares pursuant to the Registration Statement, other than
fees and expenses, if any, of counsel or other advisers to the Purchaser or the
Other Purchasers or underwriting discounts, brokerage fees and commissions
incurred by the Purchaser or the Other Purchasers, if any;



                                       15
<PAGE>

            (g) file a Form D with respect to the Securities as required under
Regulation D and to provide a copy thereof to the Purchaser promptly after
filing;

            (h) issue a press release describing the transactions contemplated
by this Agreement on the Closing Date; and

            (i) make available, while the Registration Statement is effective
and available for resale, its Chief Executive Officer, Chief Financial Officer,
and Chief Operating Officer for questions regarding information which the
Purchaser may reasonably request in order to fulfill any due diligence
obligation on its part.

      The Company understands that the Purchaser disclaims being an underwriter,
but the Purchaser being deemed an underwriter shall not relieve the Company of
any obligations it has hereunder. A questionnaire related thereto to be
completed by the Purchaser is attached hereto as Appendix I.

            7.2 Transfer of Shares and Warrant Shares After Registration. The
Purchaser agrees that it will not effect any disposition of the Securities or
the Warrant Shares or its right to purchase the Securities or the Warrant Shares
that would constitute a sale within the meaning of the Securities Act or any
applicable state securities laws, except as contemplated in the Registration
Statement referred to in Section 7.1 or as otherwise permitted by law, and that
it will promptly notify the Company of any changes in the information set forth
in the Registration Statement regarding the Purchaser or its plan of
distribution.

            7.3 Indemnification. For the purpose of this Section 7.3:

            (i) the term "Purchaser/Affiliate" shall mean any affiliate of the
            Purchaser, including a transferee who is an affiliate of the
            Purchaser, and any person who controls the Purchaser or any
            affiliate of the Purchaser within the meaning of Section 15 of the
            Securities Act or Section 20 of the Exchange Act; and

            (ii) the term "Registration Statement" shall include any preliminary
            prospectus, final prospectus, exhibit, supplement or amendment
            included in or relating to, and any document incorporated by
            reference in, the Registration Statement referred to in Section 7.1.

            (a) The Company agrees to indemnify and hold harmless each Purchaser
and each Purchaser/Affiliate against any losses, claims, damages, liabilities or
expenses, joint or several, to which such Purchaser or Purchaser/Affiliate may
become subject, under the Securities Act, the Exchange Act, or any other federal
or state statutory law or regulation, or at common law or otherwise (including
in settlement of any litigation, if such settlement is effected with the prior
written consent of the Company), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, including the
Prospectus, financial statements and schedules, and all other documents filed as
a part thereof, as amended at the time of effectiveness of the Registration
Statement, including any information deemed to be a part thereof as of the time
of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule
434, of the Rules and Regulations, or the Prospectus, in the form first filed
with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part
of the Registration Statement at the time of effectiveness if no Rule 424(b)
filing is required, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state in any of them a
material fact required to be stated therein or necessary to make the statements
in any of them, in light of the circumstances under which they were made, not
misleading, or arise out of or are based in whole or in part on any inaccuracy
in the representations or warranties of the Company contained in this Agreement,


                                       16
<PAGE>

or any failure of the Company to perform its obligations hereunder or under law,
and will promptly reimburse each such Purchaser and each such
Purchaser/Affiliate for any legal and other expenses as such expenses are
reasonably incurred by such Purchaser or such Purchaser/Affiliate in connection
with investigating, defending or preparing to defend, settling, compromising or
paying any such loss, claim, damage, liability, expense or action not to exceed
the proceeds from the purchase and sale of the Securities paid by such
Purchaser; provided, however, that the Company will not be liable in any such
case to the extent, but only to the extent, that any such loss, claim, damage,
liability or expense arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission made in the
Registration Statement, the Prospectus or any amendment or supplement thereto in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Purchaser expressly for use therein, or (ii) the
failure of such Purchaser to comply with the covenants and agreements contained
in Sections 5 or 7.2, or (iii) the inaccuracy of any representation or warranty
made by such Purchaser herein or (iv) any statement or omission in any
Prospectus that is corrected in any subsequent Prospectus that was delivered to
the Purchaser prior to the pertinent sale or sales by the Purchaser.

            (b) Each Purchaser will severally indemnify and hold harmless the
Company, each of its directors, each of its executive officers, including such
officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any losses, claims, damages, liabilities
or expenses to which the Company, each of its directors, each of its officers
who signed the Registration Statement or controlling person may become subject,
under the Securities Act, the Exchange Act, or any other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Purchaser) insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof as contemplated below) arise out of
or are based upon (i) any failure to comply with the covenants and agreements
contained in Sections 5 or 7.2 hereof, or (ii) the inaccuracy of any
representation or warranty made by such Purchaser herein, or (iii) any untrue or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, the Prospectus, or any
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Purchaser expressly
for use therein, and will reimburse the Company, each of its directors, each of
its officers who signed the Registration Statement or controlling person for any


                                       17
<PAGE>

legal and other expense reasonably incurred by the Company, each of its
directors, each of its officers who signed the Registration Statement or
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action. Notwithstanding anything hereon contained to the contrary, in no event
shall the liability of any Purchaser be greater in amount than the dollar amount
of the net proceeds received by such Purchaser upon the sale of the Shares
giving rise to such indemnification obligation.

            (c) Promptly after receipt by an indemnified party under this
Section 7.3 of notice of the threat or commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 7.3, promptly notify the indemnifying
party in writing thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party for contribution or otherwise under the indemnity agreement contained in
this Section 7.3 to the extent it is not prejudiced as a result of such failure.
In case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an indemnifying party,
the indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded, based on an opinion of
counsel reasonably satisfactory to the indemnifying party, that there may be a
conflict of interest between the positions of the indemnifying party and the
indemnified party in conducting the defense of any such action or that there may
be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election to assume
the defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 7.3 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, reasonably
satisfactory to such indemnifying party, representing all of the indemnified
parties who are parties to such action) or (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of action, in each of which cases the reasonable fees and expenses
of counsel shall be at the expense of the indemnifying party. In no event shall
any indemnifying party be liable in respect of any amounts paid in settlement of
any action unless the indemnifying party shall have approved in writing the
terms of such settlement; provided that such consent shall not be unreasonably
withheld. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnification could have been sought hereunder by such indemnified party from
all liability on claims that are the subject matter of such proceeding.



                                       18
<PAGE>

            (d) If the indemnification provided for in this Section 7.3 is
required by its terms but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an indemnified party under paragraphs
(a), (b) or (c) of this Section 7.3 in respect to any losses, claims, damages,
liabilities or expenses referred to herein, then each applicable indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of any losses, claims, damages, liabilities or expenses referred to
herein (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Purchaser from the private placement of Common
Stock hereunder or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but the relative
fault of the Company and the Purchaser in connection with the statements or
omissions or inaccuracies in the representations and warranties in this
Agreement and/or the Registration Statement which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The respective relative benefits received by the
Company on the one hand and each Purchaser on the other shall be deemed to be in
the same proportion as the amount paid by such Purchaser to the Company pursuant
to this Agreement for the Securities purchased by such Purchaser that were sold
pursuant to the Registration Statement bears to the difference (the
"Difference") between the amount such Purchaser paid for the Shares that were
sold pursuant to the Registration Statement and the amount received by such
Purchaser from such sale. The relative fault of the Company, on the one hand,
and each Purchaser on the other shall be determined by reference to, among other
things, whether the untrue or alleged statement of a material fact or the
omission or alleged omission to state a material fact or the inaccurate or the
alleged inaccurate representation and/or warranty relates to information
supplied by the Company or by such Purchaser and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in paragraph (c) of this
Section 7.3, any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim. The
provisions set forth in paragraph (c) of this Section 7.3 with respect to the
notice of the threat or commencement of any threat or action shall apply if a
claim for contribution is to be made under this paragraph (d); provided,
however, that no additional notice shall be required with respect to any threat
or action for which notice has been given under paragraph (c) for purposes of
indemnification. The Company and each Purchaser agree that it would not be just
and equitable if contribution pursuant to this Section 7.3 were determined
solely by pro rata allocation (even if the Purchaser were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this paragraph.
Notwithstanding the provisions of this Section 7.3, no Purchaser shall be
required to contribute any amount in excess of the amount by which the
Difference exceeds the amount of any damages that such Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Purchasers' obligations to contribute pursuant to this
Section 7.3 are several and not joint.



                                       19
<PAGE>

            7.4 Termination of Conditions and Obligations. The restrictions
imposed by Section 5 or this Section 7 upon the transferability of the
Securities and the Warrant Shares shall cease and terminate as to any particular
number of the Shares or Warrant Shares upon the passage of two years from the
effective date of the Registration Statement covering such Shares and Warrant
Shares or at such time as an opinion of counsel satisfactory in form and
substance to the Company shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act.

            7.5 Information Available. So long as the Registration Statement is
effective covering the resale of Shares and Warrant Shares owned by the
Purchaser, the Company will furnish to the Purchaser:

            (a) other than any such reports or communications filed with the
Commission pursuant to the Commission's EDGAR system, as soon as practicable
after available (but in the case of the Annual Report to the Stockholders,
within 150 days after the end of each fiscal year of the Company), one copy of
(i) its Annual Report to Stockholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants), (ii) if not
included in substance in the Annual Report to Stockholders, upon the request of
Purchaser, its Annual Report on Form 10-K, (iii) upon request of Purchaser, its
quarterly reports on Form 10-Q, and (iv) a full copy of the particular
Registration Statement covering the Shares and the Warrant Shares (the
foregoing, in each case, excluding exhibits);

            (b) upon the reasonable request of the Purchaser, a reasonable
number of copies of the Prospectuses, and any supplements thereto, to supply to
any other party requiring such Prospectuses;

and the Company, upon the reasonable request of the Purchaser and with prior
notice, will be available to the Purchaser or a representative thereof at the
Company's headquarters to discuss information relevant for disclosure in the
Registration Statement covering the Shares and the Warrant Shares and will
otherwise cooperate with any Purchaser conducting an investigation for the
purpose of reducing or eliminating such Purchaser's exposure to liability under
the Securities Act, including the reasonable production of information at the
Company's headquarters, subject to appropriate confidentiality limitations.

            7.6 Liquidated Damages. In the event the Registration Statement is
not declared effective within forty-five (45) days following the Closing Date,
or in the event of a review of the Registration Statement by the Commission,
within sixty (60) days after the Closing Date, the Company shall pay to each
Purchaser an amount, as liquidated damages and not as a penalty, equal to one
half of one percent (0.5%) per month (pro rata on a 30 day basis) for the first
thirty (30) days, and thereafter, one percent (1.5%) per month (pro rata on a 30
day basis), of the aggregate purchase price paid by such Purchaser pursuant to
this Agreement for any Securities then held by such Purchaser until the
Registration Statement is declared effective. Such liquidated damages shall be
payable monthly in cash.

            SECTION 8. Right of First Offer.

            8.1 Subject to the terms and conditions specified in this Section 8,
the Company hereby grants to each Purchaser, for the 365 day period following
the Closing Date, a right of first offer with respect to future sales by the
Company of shares of any class of its capital stock, or any securities
convertible or exercisable therefor ("First Offer Shares").



                                       20
<PAGE>

            8.2 Each time the Company proposes to offer any shares of, or
securities convertible into or exercisable for any First Offer Shares, the
Company shall first make an offer of such First Offer Shares to each Purchaser
in accordance with the following provisions:

            (a) The Company shall deliver a notice (the "Notice") to each
Purchaser stating (A) its bona fide intention to offer such First Offer Shares,
(B) the number of such First Offer Shares to be offered and (C) the price and
terms, if any, upon which it proposes to offer such First Offer Shares.

            (b) Within seven (7) days after receipt of the Notice, each
Purchaser may elect to purchase or obtain, at the price and on the terms
specified in the Notice, that portion of such First Offer Shares which equals
the proportion that the number of shares of Common Stock issued and held by such
Purchaser bears to the total number of shares of Common Stock of the Company
(assuming full conversion and exercise of all convertible or exercisable
securities) then held by all of the shareholders of the Company. The Company
shall promptly, in writing, inform each Purchaser which purchases all the shares
available to it (a "Fully-Exercising Purchaser") of any other Purchaser's
failure to do likewise. During the seven (7) day period commencing after receipt
of such information, each Fully-Exercising Purchaser shall be entitled to obtain
that portion of the Shares not subscribed for by the Purchaser equal to the
proportion that the number of shares of Common Stock issued and held by such
Fully-Exercising Purchaser bears to the total number of shares of Common Stock
issued and held by all Fully-Exercising Purchasers who wish to purchase some of
the unsubscribed First Offer Shares.

            (c) If all of the First Offer Shares are not elected to be obtained
as provided in subsection 8.2(b), the Company may, during the fourteen (14) day
period following the expiration of the period provided in subsection 8.2(b)
hereof, offer the remaining unsubscribed portion of such First Offer Shares to
any person or persons at a price not less than, and upon terms no more favorable
to the offeree than those specified in the Notice. If the Company does not enter
into an agreement for the sale of the First Offer Shares within such period, or
if such agreement is not consummated within fourteen (14) days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such
First Offer Shares shall not be offered unless first reoffered to the Purchasers
in accordance herewith.

            (d) The right of first offer in this Section 8 shall not be
applicable (i) to the issuance of sale of shares of Common Stock (or options
therefor) to directors, officers, employees or consultants of the Company for
the primary purpose of soliciting or retaining their services (or for similar
compensatory purposes) or (ii) to or after consummation of a bona fide, firmly
underwritten public offering of the Company under the Securities Act, pursuant
to a registration statement on Form S-1, or (iii) the issuance of securities
pursuant to the conversion or exercise of then-outstanding convertible or
exercisable securities.



                                       21
<PAGE>

            SECTION 9. Broker's Fee. The Purchaser acknowledges that the Company
intends to pay to the Placement Agent a fee in respect of the sale of the
Securities to the Purchaser. The Purchaser and the Company hereby agree that the
Purchaser shall not be responsible for such fee and that the Company will
indemnify and hold harmless the Purchaser and each Purchaser/Affiliate against
any losses, claims, damages, liabilities or expenses, joint or several, to which
such Purchaser or Purchaser/Affiliate may become subject with respect to such
fee. Each of the parties hereto hereby represents that, on the basis of any
actions and agreements by it, there are no other brokers or finders entitled to
compensation in connection with the sale of the Securities to the Purchaser.

            SECTION 10. Notices. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (i) upon delivery to
the party to be notified; (ii) when received by confirmed facsimile or (iii) one
(1) business day after deposit with a nationally recognized overnight carrier,
specifying next business day delivery, with written verification of receipt. All
communications shall be sent to the Company and the Purchaser as follows or at
such other addresses as the Company or the Purchaser may designate upon ten (10)
days' advance written notice to the other party:

            (a) if to the Company, to:

            Intelli-Check, Inc.
            246 Crossways Park West
            Woodbury, New York 11797
            Attn: Edwin Winiarz
            Facsimile: (516) 992-1918

            with a copy to:

            Mitchell S. Nussbaum, Esq.
            Loeb & Loeb LLP
            345 Park Avenue
            New York, New York 10154
            Facsimile: (212) 407-4990

            (b) if to the Purchaser, at its address as set forth at the end of
this Agreement.

            SECTION 11. Changes. This Agreement may not be modified or amended
except pursuant to an instrument in writing signed by the Company and the
Purchaser. No provision hereunder may be waived other than in a written
instrument executed by the waiving party.

            SECTION 12. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.



                                       22
<PAGE>

            SECTION 13. Severability. In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

            SECTION 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the federal
law of the United States of America.

            SECTION 15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument, and shall become
effective when one or more counterparts have been signed by each party hereto
and delivered (including by facsimile) to the other parties.

            SECTION 16. Entire Agreement. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Purchaser makes any
representation, warranty, covenant or undertaking with respect to such matters.

            SECTION 17. Assignment. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the parties hereto and their respective permitted successors, assigns,
heirs, executors and administrators. This Agreement and the rights of the
Purchaser hereunder may be assigned by the Purchaser with the prior written
consent of the Company, except such consent shall not be required in cases of
assignments by an investment adviser to a fund for which it is the adviser or by
or among funds that are under common control, provided that such assignee agrees
to be bound by the terms of this Agreement.

            SECTION 18. Further Assurances. Each party agrees to cooperate fully
with the other parties and to execute such further instruments, documents and
agreements and to give such further written assurance as may be reasonably
requested by any other party to evidence and reflect the transactions described
herein and contemplated hereby and to carry into effect the intents and purposes
of this Agreement.

            SECTION 19. Independent Nature of Purchasers' Obligations and
Rights. The obligations of the Purchaser under this Agreement are several and
not joint with the obligations of any Other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any Other
Purchaser under the Agreements. The decision of each Purchaser to purchase
Securities pursuant to the Agreements has been made by such Purchaser
independently of any other Purchaser. Nothing contained in the Agreements, and
no action taken by any Purchaser pursuant thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Agreements. Each Purchaser acknowledges that no
other Purchaser has acted as agent for such Purchaser in connection with making
its investment hereunder and that no Purchaser will be acting as agent of such
Purchaser in connection with monitoring its investment in the Securities or
enforcing its rights under this Agreement. Each Purchaser shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any proceeding for such
purpose.


                                       23
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.


                                         INTELLI-CHECK, INC.
                                         By
                                              ---------------------------------
                                              Name:
                                              Title:

                  Print or Type:

                                         Name of Purchaser
                                         (Individual or Institution):


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

                                         Name of Individual representing
                                         Purchaser (if an Institution):


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

                                         Title of Individual representing
                                         Purchaser (if an Institution):


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

                  Signature by:

                                         Individual Purchaser or Individual
                                         representing Purchaser:


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


                                         Address:
                                                 ------------------------------

                                         Telephone:
                                                 ------------------------------

                                         Telecopier:
                                                 ------------------------------


<PAGE>



                     SUMMARY INSTRUCTION SHEET FOR PURCHASER
                     ---------------------------------------

         (to be read in conjunction with the entire Purchase Agreement
                              which this follows)

      A.    Complete the following items on BOTH Purchase Agreements (Please
            sign two originals):

1.    Page 24 - Signature:

      (i)   Name of Purchaser (Individual or Institution)

      (ii)  Name of Individual representing Purchaser (if an Institution)

      (iii) Title of Individual representing Purchaser (if an Institution)

      (iv)  Signature of Individual Purchaser or Individual representing
            Purchaser

2.    Appendix I - Securities Certificate Questionnaire/Registration Statement
      Questionnaire:

      Provide the information requested by the Securities Certificate
      Questionnaire and the Registration Statement Questionnaire.

3.    Return BOTH properly completed and signed Purchase Agreements including
      the properly completed Appendix I to (initially by facsimile with hand
      copy by overnight delivery):

                         JMP Securities LLC
                         600 Montgomery Street
                         San Francisco, California 94111
                         Facsimile: (415) 835-8920
                         Attn:  Kevin McClellan

      B. Instructions regarding the transfer of funds for the purchase of the
      Securities will be sent by facsimile to the Purchaser by the Placement
      Agent at a later date.

      C. Upon the resale of the Shares or the Warrant Shares by the Purchasers
      after the Registration Statement covering the Shares and the Warrant
      Shares is effective, as described in the Purchase Agreement, the
      Purchaser:

      (i) must deliver a current prospectus of the Company to the buyer
      (prospectuses must be obtained from the Company at the Purchaser's
      request); and

      (ii) must send a letter in the form of Appendix II to the Company so that
      the Shares or the Warrant Shares may be properly transferred.


<PAGE>

                                                                      Appendix I

                               INTELLI-CHECK, INC.
                      SECURITIES CERTIFICATE QUESTIONNAIRE

      Pursuant to Section 3 of the Agreement, please provide us with the
following information:

1.    The exact name that your Securities are
      to be registered in (this is the name
      that will appear on your stock
      certificate(s)). You may use a nominee
      name if appropriate:
                                               --------------------------------

2.    The relationship between the Purchaser
      of the Securities and the Registered
      Holder listed in response to item 1
      above:
                                               --------------------------------

3.    The mailing address of the Registered
      Holder listed in response to item 1
      above
                                               --------------------------------

4.    The Social Security Number or Tax
      Identification Number of the Registered
      Holder listed in response to item 1
      above:
                                               --------------------------------


<PAGE>


                                                                      Appendix I

                               INTELLI-CHECK, INC.
                      REGISTRATION STATEMENT QUESTIONNAIRE


                         Intelli-Check, Inc. ("Company")

                        SELLING STOCKHOLDER QUESTIONNAIRE

      The following information is requested for use in connection with the
preparation of a registration statement registering shares of our common stock
(the "Shares") and shares of our common stock issuable upon exercise of warrants
(the "Warrant Shares") for resale by you as a selling stockholder. The Shares
and Warrant Shares, which you acquired in connection with the Company's private
placement (the "Private Placement"), will be included in a Registration
Statement on Form S-3 filed under the Securities Act of 1933 (the "Act").

      Please complete and sign one copy of this questionnaire, and return it to
Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, New York
10154 at your earliest opportunity.

      Kindly note that while some of the information requested herein may be
deemed not material and therefore not required to be disclosed in the
registration statement relating to the proposed public offering, you should
provide all the information requested.

                               ITEM 1. DEFINITIONS

      Before you complete this Questionnaire, please give consideration to the
following definitions of various terms used in this Questionnaire.

            "Associate", as used throughout this questionnaire, means (a) any
corporation or organization (other than the Company or any of its subsidiaries)
of which you are an officer, director or partner or of which you are, directly
or indirectly, the beneficial owner of 5% or more of any class of equity
securities, (b) any trust or other estate in which you have a substantial
beneficial interest or as to which you serve as trustee or in a similar
capacity, (c) your spouse, (d) any relative of your spouse or any relative of
yours who has the same home as you or who is a director or officer of key
executive of the Company or any of its subsidiaries, (e) any partner, syndicate
member or person with whom you have agreed to act in concert with respect to the
acquisition, holding, voting or disposition of shares of the Company's
securities.

            "Beneficially", when used in connection with the ownership of
securities, means (a) any interest in a security which entitled you to any of
the rights or benefits of ownership even though you may not be the owner of
record or (b) securities owned by you directly or indirectly, including those
held by you for your own benefit (regardless of how registered), and securities
held by others for your benefit (regardless of how registered), such as by
custodians, brokers, nominees, pledgees, etc., and including securities held by
an estate or trust in which you have an interest as legatee or beneficiary,
securities owned by a partnership of which you are a partner, securities held by
a personal holding company of which you are a stockholder, etc., and securities
held in the name of your spouse, minor children and any relative (sharing the
same home). A "beneficial owner" of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship or
other wise has or shares:


<PAGE>

            (1)   voting power which includes the power to vote, or to direct
                  the voting of, such security; and/or

            (2)   investment power which includes the power to dispose, or to
                  direct the disposition, of such security.

In addition to being beneficial owner of securities over which you have, or
share, voting or investment power, you are deemed to be the beneficial owner of
a security if you have a right, within sixty days, to acquire beneficial
ownership of (i.e., the right to obtain or share voting or investment power
over) such security. Examples of such rights would include the right to acquire:
(i) through the exercise of any option, warrant or similar right; (ii) through
conversion of any security; or (iii) pursuant to the power to revoke, or the
provision for automatic termination of, a trust, discretionary account or
options, convertible securities or power to revoke such a trust with the
"purpose or effect" or changing or influencing control underlying securities
upon such acquisition, without regard to the sixty day rule state above.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise.

            A "Control Person" of a specified person is a person that directly,
or indirectly through one or more intermediaries, controls the person specified.

            "Material", when used in this questionnaire to qualify a requirement
for the furnishing of information as to any subject, limits the information
required to those matters as to which an average prudent investor ought
reasonable to be informed before purchasing the securities of the Company.

            "Material Relationship" has not been defined by the Securities and
Exchange Commission. However, the Commission has indicated that it will probably
construe as a "material relationship" any relationship which tends to prevent
armslength bargaining in dealings with a company, whether arising from a close
business connection or family relationship, a relationship of control or
otherwise. It seems prudent, therefore, to consider that you would have such a
relationship, for example, with any organization of which you are an officer,
director, trustee or partner or in which you own, directly or indirectly, 10% or
more of the outstanding voting stock, or in which you have some other
substantial interest, and with any person or organization with whom you have, or
with whom any relative or spouse (or any other person or organization as to
which you have any of the foregoing other relationships) has, a contractual
relationship.

            The National Association of Securities Dealers, Inc. ("NASD")
defines a "Member" as being either any broker or dealer admitted to a membership
in the NASD or any officer or partner of such a member, or the executive
representative of such a member or the substitute for such a representative.

            The NASD defines a "Person Associated with a Member" as being every
sole proprietor, partner, officer, director or branch manager of any member, or
any natural person occupying a similar status or performing similar functions,
or any natural person engaged in the investment banking or securities business
who is directly or indirectly controlling or controlled by such member (for
example, any employee), whether or not any such person is registered or exempt
from registration with the NASD.


<PAGE>

            The NASD defines an "Underwriter or a Related Person" with respect
to a proposed offering as being underwriters, underwriters' counsel, financial
consultants and advisors, finders, members of the selling or distribution group,
and any and all other persons associated with or related to any of such persons.

                     ITEM 2. Please complete the following:

      If you need more space to respond to or clarify your response to a
question, use the "Additional Information" page at the end of this
Questionnaire.

1.    Print name of stockholder
                                               --------------------------------


2.    Print correct address
                                               --------------------------------

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

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

3.    List all positions or offices which stockholder or any of its directors,
      officers or partners have had since January 1, 1997, with the Company or
      any of its affiliates:

4.    Describe below any pending legal proceedings in which either stockholder
      or any of its associates has an interest adverse to the Company:

5.    Describe below any material relationship stockholder or any of its
      directors, officers or partners have had with the Company or any of its
      officers or directors:

6.    Describe below any information known to stockholder, and if none state
      "none", pertaining to underwriting compensation and arrangements or any
      dealings between any underwriter or related person, member of the NASD or
      a person associated with a member of the NASD, and the Company or any
      controlling stockholder thereof since January 1, 1993:

7.    State below whether stockholder or any of its associates are a member of
      NASD, a controlling shareholder of a member, a person associated or
      affiliated with a member or an underwriter or related person with respect
      to the proposed offering. If you respond "yes", describe such
      relationship:

                         Yes             No
                            ----------      -------


<PAGE>


(IF THE RESPONSE TO 7 WAS "NO", DO NOT RESPOND TO 8-10)

8.    Describe below information as to all purchases and acquisitions (including
      contracts to purchase or to acquire) of securities of the Company by
      stockholder during the last twenty months, and all proposed purchases and
      acquisitions which are to be consummated in whole or in part within the
      next twelve months:

      Seller or                  Amount and            Price or Other
  Prospective Seller        Nature of Securities       Consideration        Date
  ------------------        --------------------       -------------        ----




9.       Describe below all information as to all sales and dispositions
         (including contracts to sell or to dispose) of securities of the
         Company during the last twenty months by stockholder to any "member" of
         the NASD or any "person associated with a member" with respect to the
         proposed public offering, as well as to all proposed sales and
         dispositions by stockholder which are to be consummated in whole or in
         part within the next twelve months.


       Seller or                 Amount and           Price or Other
  Prospective Seller        Nature of Securities       Consideration        Date
  ------------------        --------------------       -------------        ----


10.   If stockholder has had during the last twenty months, or is to have within
      the next twelve months, any transaction of the character referred to in
      either Item 8 or 9 above, describe briefly below the relationship,
      affiliation or association of both stockholder and, if known, the other
      party or parties to any such transaction with an underwriter or other "in
      the stream of distribution" with respect to the proposed offering. In any
      case, where the purchaser (whether you or any such party) is known by you
      to be a member of a "private investment group", such as a hedge fund or
      other group of purchasers, list, if known, the names of all persons
      comprising the "group" and their "association with" or "relationship to"
      any broker-dealer.

11.   Describe any arrangement known to you made or to be made by any person, or
      any transaction already effected and if no such arrangement or transaction
      is known to you, state "none":

      (i)   to limited or restrict the sale of the Common Stock during the
            period of the offering of the securities registered under the
            Registration Statement;


<PAGE>

      (ii)  to stabilize the market for the Common Stock; or

      (iii) to withhold commissions or otherwise to hold each underwriter or
            dealer responsible for the distribution of his participation in the
            offering.


12.   Specify below the information required as to Shares, Warrant Shares and
      all other securities beneficially owned by you (including any options or
      warrants) as of the date of this Questionnaire. [Please refer to the
      attached definition of "Beneficially."]

<TABLE>
<CAPTION>

<S>                       <C>                       <C>                      <C>                 <C>
                                                                                                 Remarks (specify
                                                                                               voting or investment
                                                                                                power you have, in
                         Number of Warrant         Registered in           Beneficially          what capacity you
  Number of Shares             Shares              the Name of:             Owned by *:          have such power)
  ----------------             ------              ------------             -----------          ----------------
</TABLE>




13.   Specify below the number of Shares and Warrant Shares acquired by you in
      the Private Placement which you wish to include in the Registration
      Statement pursuant to your registration right (if left blank, all such
      Shares will be included):

<TABLE>
<CAPTION>

<S>                       <C>                       <C>                      <C>                 <C>

                                                                                           Remarks (specify voting
                                                                                           or investment power you
                                       Registered in                Beneficially           have, in what capacity
       Number of Shares                the Name of:                  Owned by *:            you have such power)
       ----------------                ------------                  -----------            --------------------
</TABLE>



14.   State below whether stockholder or any of its associates are a
      market-maker in, or in any other way involved in the trading of, any
      security of the Company. If you respond "yes", describe such relationship:

                                    Yes             No
                                         ----------    -------


<PAGE>

15.   State below whether stockholder is selling the Shares or the Warrant
      Shares to be sold pursuant to the registration statement for the purposes
      of raising funds or diversifying your investment portfolio. If you respond
      "no", describe the purpose of your sale:

                                    Yes             No
                                         ----------    -------

16.   State whether stockholder may sell the Shares or the Warrant Shares in any
      method of distribution, in negotiated transactions, through the writing of
      options or a combination of such methods of sale. If you respond "yes",
      describe such method:

                                    Yes             No
                                         ----------    -------

17.   State whether stockholder may sell the Shares or the Warrant Shares to or
      through broker-dealers.

                                    Yes             No
                                         ----------    -------

      Please note that the selling stockholders and any broker-dealers or agents
      who participate in the distribution of the Shares or the Warrant Shares
      pursuant to the registration statement may be deemed to be "underwriters"
      as that term is defined in the Act, and any commissions received by them
      and profit on any resale of the Shares or the Warrant Shares as principal
      might be deemed to be underwriting discounts and commissions under the
      Act.

                                ITEM 3. SIGNATURE

I understand that the information that I am furnishing you herein will be used
by Intelli-Check, Inc. in the preparation of a registration statement under the
Securities Act of 1933, as amended. The responses supplied in this questionnaire
are accurate and complete to the best knowledge of the undersigned. If, at any
time after the date of signing this Questionnaire by the undersigned and prior
to the date of registration of our securities, any change occurs which would
render any of the undersigned's statements in this Questionnaire inaccurate,
misleading or incomplete in any respect, the undersigned will immediately advise
Loeb & Loeb LLP of such changes and the details thereof.

Signature:
          ----------------------------------------------------

Name (please print):
                    ------------------------------------------

Title:
           --------------------------------------------------

Telephone No:
             -------------------------------------------------

Fax No:
       -------------------------------------------------------

Business Address:
                 ---------------------------------------------



Date:
     ---------------------------------------------------------

<PAGE>

                             ADDITIONAL INFORMATION




<PAGE>


                                                                     APPENDIX II
[Transfer Agent]
[Address]

Attention:

                   PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE

         The undersigned, [an officer of, or other person duly authorized by]

_____________________________________________________________ hereby certifies
    [fill in official name of individual or institution]

that he/she [said institution] is the Purchaser of the shares evidenced by the

attached certificate, and as such, sold such shares on _______________ in
                                                            [date]
accordance with the terms of the Purchase Agreement

and in accordance with Registration Statement

number ____________________________________________________________________ or
       [fill in the number of or otherwise identify Registration Statement]

otherwise in accordance with the Securities Act of 1933, as amended, and, in the

case of a transfer pursuant to the Registration Statement, the requirement of

delivering a current prospectus by the Company has been complied with in

connection with such sale.

Print or Type:

------------------------------------------------------------------------
Name of Purchaser
(Individual or
Institution):             -----------------------------------

------------------------------------------------------------------------
Name of Individual
representing
Purchaser (if an
Institution)               -----------------------------------

------------------------------------------------------------------------
Title of Individual
representing
Purchaser (if an
Institution):              -----------------------------------

------------------------------------------------------------------------
Signature by:
Individual Purchaser
or Individual repre-
senting Purchaser:         -----------------------------------

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>v024321_ex23-2.txt
<TEXT>
                                                                    Exhibit 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


      We consent to the incorporation by reference in the Registration Statement
on Form S-3 and related Prospectus of Intelli-Check, Inc., of our report dated
March 4, 2005, with respect to the financial statements and schedule of
Intelli-Check, Inc., contained in the Annual Report on Form 10-K for the year
ended December 31, 2004, and to the reference to our firm under the caption
"Experts" in such Registration Statement and Prospectus.


Amper, Politziner & Mattia, P.C.
New York, New York
August 17, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>v024321_ex23-3.txt
<TEXT>
                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We have issued our report dated March 5, 2004 accompanying the financial
statements and schedule of Intelli-Check, Inc. for the years ended December 31,
2003 and 2002 appearing in their 2004 Annual Report on Form 10-K which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report and to the use of our name as it appears under the caption "Experts."




GRANT THORNTON LLP


New York, New York
August 17, 2005



</TEXT>
</DOCUMENT>
</SUBMISSION>
