<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v057467_ex10-1.txt
<TEXT>
                           UNDERSTANDING OF EMPLOYMENT

To: Ed Winiarz

From: Regina Auletta

Date: November 10, 2006

Re: Understanding of Employment

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

The following is the understanding as to the agreement of our terms and
conditions of employment as an Employee for Intelli-Check, Inc. (the "Company")

REPORTING STATUS

Your position with the Company will be Chief Financial Officer (CFO) and Senior
Executive Vice President, reporting directly to the Chief Executive Officer.

SALARY

Effective January 1, 2007, you will receive an annual salary of $175,000.00 per
year, payable bi-weekly at the rate of $6,730.77 per pay period which includes
any applicable taxes and/or deductions.

Your next performance review by the Board will be at the last scheduled Board
Meeting prior to January 1, 2008 according to company policy (see Employee
Manual).

BONUS

Employee shall be entitled to receive bonus compensation in an amount of $75,000
based upon the Company completing a 12 consecutive month period during which the
Company experiences positive cash flow. This bonus will survive beyond the
contract period so long as the beginning of the 12 month period is during the
term of this agreement and employee is still employed with the Company.

AUTO ALLOWANCE

Employee shall be entitled to the use of a Company vehicle, however, Employee
may elect to provide his own vehicle and if such election is made, Company
agrees to pay Employee One Thousand two hundred and fifty Dollars ($1,250) per
month to cover cost of the vehicle, insurance, repairs and other expenses,
pertaining thereto.

TRAVEL AND ENTERTAINMENT EXPENSES

<PAGE>

The Company will reimburse you 100% for all authorized Travel and business
entertainment expenses incurred by you, in accordance with IRS guidelines (See
Expense Report Procedure for reimbursement policy).

BENEFITS

Medical        You will be entitled to medical benefits according to Company
               policy.

Holidays       You will be entitled to observed Company holidays according to
               the Company policy.

Vacation       You will be entitled to vacation pay according to the Company
               policy. However, based on your position with the Company, we will
               add an additional week above the current policy up to a maximum
               benefit of (4) weeks per year.

Personal Time  You will be eligible for personal time according to the Company
               policy

Bereavement    You will be entitled to bereavement pay according to the Company
               policy

Jury Duty      You will be entitled to serve as a juror in a court of law with
               pay according to the Company policy

Stock Options  The Company will issue and grant 25,000 stock options on
               November 16, 2006 at fair market value as of the close on
               November 16, 2006. All options will vest immediately. Employee
               shall enter into a stock option agreement with the Company, under
               separate cover.

SEVERANCE

(A)   Amount of Severance to be granted to employee upon Company terminating
      employee for any reason other than cause shall be 2 years of base cash
      compensation at the time of termination paid over 12 equal monthly
      payments.

(B)   For Conditions relating to Change of Control:

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

(C)   In no event may the employee receive severance payment under both
      conditions (A) and (B) as stated above.

All benefits listed above may be changed and/or deleted at any time as long as
the policy changes are proposed for the entire Company. Please review the
Employee Manual for details.

<PAGE>

DISABILITY

If Employee, by reason of illness, mental or physical incapacity or other
disability, is unable to perform his regular duties hereunder (as may be
determined by the Board of Directors), Company shall continue to pay half of
Employee's salary for the balance of the term of this Agreement, provided,
however, in the event Employee recovers from any such illness, mental or
physical incapacity or other disability (as may be determined by an independent
physician to which Employee shall make himself available for examination at the
reasonable request of the Board of Directors), Employee shall immediately resume
his regular duties hereunder. Any payments to Employee under any disability
insurance or plan maintained by Company shall be applied against and shall
reduce the amount of the salary payable by Company under this Agreement. In no
event shall payment exceed 2 years of such disability payments from the initial
date of such disability.

DEATH BENEFIT

In the event of Employee's death, the Company shall pay the amount equal to six
(6) months of the Employee's current Fixed Base Annual Salary in equal monthly
payments. This payment will be made only to the Employee's surviving spouse,
provided, however, that, if Company is the beneficiary of life insurance on
Employee's life, it shall use the proceeds of such insurance promptly upon the
receipt thereof to prepay (in inverse order to maturity), half of the Fixed
Salary remaining to be paid discounted to present value using an assumed
interest rate of 8% per annum. Company shall have the right (but not the
obligation) to obtain a life insurance policy on Employee's life. The proceeds
of any such life insurance policy shall be payable to Company. Employee shall
cooperate with Company and use his best efforts in all respects and regard to
obtaining a life insurance policy, including, without limitation, undergoing a
physical examination upon reasonable request.

This benefit is only payable as long as the time of death occurs while the
Employee is still currently employed with the Company.

JOB RESPONSIBILITY

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

Employee's job responsibilities will be determined and directed by the Chief
Executive Officer.

NON-COMPETITION

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

<PAGE>

SURVIVAL

The provisions of the Non-Competition section above shall survive the expiration
or termination of this Agreement for any reason.

MANDATORY FINAL AND BINDING ARBITRATION

By signing this document in the place designated on page 3 hereof, the Employee
unconditionally agrees that all disputes, controversies, disagreements, or
claims of whatever nature, whether contractual or statutory, or arising under
common law, except claims which would alter the employment at will relationship
or claims covering the enforcement of a non-competition agreement, shall be
resolved by mandatory final and binding arbitration in accordance with the final
and binding arbitration as defined below under Arbitration Process. It is
expressly provided and understood that this contemplates inclusion of all
claims, actions, suits, administrative proceedings or controversies created by
or arising under Title VII of the Civil Rights Act, the Age Discrimination in
Employment Act, the Americans with Disabilities Act (42 U.S.C. s1981), the New
York Human Rights law and all other employment or employment discrimination
statutes, ordinances or regulations promulgated by the United States, or any
other state, local or municipal or political subdivision, without exception. I
further understand that this document is not a contract of employment with the
Company and that my employment with the Company is "at-will". Either party may
terminate the employment relationship without notice for any reason.

ARBITRATION PROCESS

Any tortuous or malicious interference with or without intent towards the
Company, its Employees, its Customers, its Business Relationships and its
Operations is considered a violation of your Confidentiality Agreement and upon
documentation of said interference, employee hereby forfeits any and all rights
to compensatory and punitive damages.

All matters to be arbitrated under this Agreement shall be accomplished in
accordance with the Labor Arbitration Rules of the American Arbitration
Association (AAA), as those rules and regulations may from time to time be
amended. All matters shall be submitted no later than one year after the accrual
of the claim. All fees and expenses associated with the arbitration procedure
hereby established shall, in the first instance, be borne by the Company.
However, arbitrators shall have full discretion and authority to allocate the
costs of arbitration between the Company and the Employee, and such allocation
shall be part of any award made. The arbitrator shall have no authority to award
either party any punitive damages.

The costs and expenses of arbitration, including the filing fee charged by the
American Arbitration Association (AAA), the fee of the arbitrator, the cost of a
stenographic transcript of the arbitration hearing, and the rental of a hearing
room, shall, in the first instance, be borne by the Company, except for the sum
of $100, which shall be contributed in advance by the Employee seeking
arbitration. The arbitrator as part of his/her final binding award shall make
the final allocation of expenses.

<PAGE>

EXCLUSIVE REMEDY

The parties agree that arbitration as herein provided shall be the exclusive
method for resolving all matters outlined above, and no resort to courts or any
other methods of resolution, whether judicial, administrative or contractual,
shall be permitted. If either party pursues a covered claim against the other by
any action, method, or legal proceeding other than the arbitration provided
herein, the responding party shall be entitled to dismissal or injunctive relief
regarding such action and recovery of all costs, losses an attorney's fees
related to such other proceeding if such claim is dismissed or stayed.

I have read the foregoing agreement and understand that I am agreeing to
arbitrate any and all claims arising out of my employment with the Company, any
successors, officers, directors, agents and shareholders.

INDEMNIFICATION

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

AGREEMENT; MODIFICATION; WAIVER; INTERPRETATION

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


/s/ Edwin Winiarz
-----------------------------
Employee

/s/ Regina Auletta                                       /s/ Frank Mandelbaum
-----------------------------                            -----------------------
Human Resources Administrator                            Chief Executive Officer
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