Exhibit
      10.4

    


    LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of March 14, 2008, by and
      among Intelli-Check - Mobilisa, Inc., a Delaware corporation (the
“Company”) and the shareholder signatory hereto (the
“Shareholder”).

     

    WITNESSETH:

     

    WHEREAS,
      this Lock-Up Agreement is made pursuant to the Merger Agreement, dated November
      20, 2007, by and among the Company, Intelli-Check Merger Sub, Inc., a Washington
      corporation, Mobilisa, Inc., a Washington corporation, and certain common
      shareholders of Mobilisa, Inc. (the “Merger Agreement”).

    


    WHEREAS,
      the Company has entered into the Merger Agreement pursuant to which it will,
      among other things, issue that number of shares of its common stock (the “Common
      Stock”) and/or issue that number of options to purchase shares of the Company’s
      common stock (the “Options”) set forth opposite the name of such Shareholder on
Exhibit
      A;
      and

    


    WHEREAS, it
      is a
      condition of the Merger Agreement that the Shareholder enter into a lock-up
      agreement with the Company in the form of this Lock-Up Agreement relating to
      such Common Stock and the shares of the Company’s common stock underlying any
      such Options (such Common Stock and the shares of the Company’s common stock
      underlying any such Options, the “Shares”).

    


    NOW,
      THEREFORE, in
      consideration of the foregoing and the terms, conditions and mutual covenants
      appearing in this Lock-Up Agreement, the parties hereto hereby agree as
      follows:

    


    1. Terms.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Merger Agreement shall have the meanings given to such terms in the Merger
      Agreement.

    


    2. Lock-Up.
      (a) The
      Company agreed to file a registration statement with the SEC relating to the
      resale of the Shares on Form S-1, or such other form as may be applicable,
      within 120 days of the Closing Date and to use commercially reasonable efforts
      to have such registration statement declared effective by the staff of the
      SEC
      and to keep such registration effective during the Effectiveness Period (as
      defined in the Merger Agreement). Regardless of the effective date of such
      registration statement, the Shareholder may not offer, sell, contract to sell,
      pledge or grant any option to purchase (collectively, a “Disposition”) any of
      the Shares for a period commencing on the date hereof and ending on the six
      (6)
      month anniversary of the date of this Lock-Up Agreement (the “First Lock-Up
      Period”); provided,
      however, that the Shareholder may transfer any Shares during such First Lock-Up
      Period: (1) to family members and/or estate planning vehicles; (2) to any
      partner, shareholder or member of the Shareholder if, prior to such transfer,
      such partner, shareholder or member agrees in writing to be bound by the
      restrictions set forth herein; or (3) to any controlled affiliate of the
      Shareholder if, prior to such transfer, such person agrees in writing to be
      bound by the restrictions set forth herein.

    


    (b)For
      a
      period of six (6) months after the expiration of the First Lock-Up Period,
      the
      Shareholder will be permitted to undertake a Disposition of up to three percent
      (3%) of his, her or its respective shareholdings for any given consecutive
      three
      (3) month period.

    


    (c) For
      the
      purpose of effectuating this Lock-Up Agreement, the Shareholder hereby consents
      to the Company issuing a stop transfer instruction to the transfer agent in
      accordance with the terms of this Lock-Up Agreement. Any sale of Shares in
      violation of this Lock-Up Agreement by the Shareholder shall constitute a
      material breach of this Lock-Up Agreement.

    


    (d) Notwithstanding
      anything contrary in this Lock-Up Agreement, the Shareholder may settle any
      options, calls or similar obligations with respect to the Shareholder’s Company
      Common Stock or Parent Common Stock that exist as of the date of the Merger
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e)The
      Shareholder acknowledges that its breach or impending violation of any of the
      provisions of this Lock-Up Agreement may cause irreparable damage to the Company
      for which remedies at law would be inadequate. The Shareholder further
      acknowledges and agrees that the provisions set forth herein are essential
      terms
      and conditions of the Lock-Up Agreement that the Company may seek to enforce
      in
      addition to any of its rights or remedies provided under any other agreement
      or
      decree or order by any court of competent jurisdiction enjoining such impending
      or actual violation of any of such provisions. Such decree or order, to the
      extent appropriate, shall specifically enforce the full performance of any
      such
      provision by the Shareholder, and the Shareholder and the Company hereby consent
      to the jurisdiction of any such court of competent jurisdiction, state or
      federal, sitting in the City of Wilmington, State of Delaware, and authorizes
      the entry on its behalf of any required appearance for such purpose. This remedy
      shall be in addition to all other remedies available to the Company at law
      or
      equity. 

    


    3. Successors
      in Interest.
      Subject
      to Section 7 hereunder,
      this Lock-Up Agreement shall inure to the benefit of, and be binding upon,
      the
      Company and its successors and assigns, and upon the Shareholder and his or
      her
      heirs, executors, administrators, legatees and legal
      representatives.

    


    4. Severability.
      Should
      any part of this Lock-Up Agreement, for any reason whatsoever, be declared
      invalid, illegal, or incapable of being enforced in whole or in part, such
      decision shall not affect the validity of any remaining portion, which remaining
      portion shall remain in full force and effect as if this Lock-Up Agreement
      had
      been executed with the invalid portion thereof eliminated, and it is hereby
      declared the intention of the parties hereto that they would have executed
      the
      remaining portion of this Lock-Up Agreement without including therein any
      portion which may for any reason be declared invalid.

    


    5. Effect
      of Termination of Merger Agreement.
      If the
      Merger Agreement (other than the provisions thereof that survive termination)
      is
      terminated or is to be terminated prior to the payment for and delivery of
      the
      Shares, the Company will release the Shareholder from its obligations under
      this
      Lock-Up Agreement.

    


    6. Governing
      Law.
       This
      Lock-Up Agreement shall be construed and enforced in accordance with the laws
      of
      the State of Delaware applicable to agreements made and to be performed in
      such
      state without application of the principles of conflicts of laws of such
      state.

    


    7. No
      Assignment.
      This
      Lock-Up Agreement and all rights hereunder are personal to the parties and
      shall
      not be assignable, and any purported assignment in violation thereof shall
      be
      null and void.

     

    8. Notices.
      All
      notices, requests, demands and other communications to any party hereunder
      shall
      be in writing and shall be given to such party at its address or telecopier
      number set forth below, or such other address or telecopier number as such
      party
      may hereinafter specify by notice to each other party hereto:

     

    if
      to the
      Company, to:


     

    246
      Crossways Park West

    Woodbury,
      NY 11797

    Attention:
      Jeffrey Levy, Interim Chairman & CEO 

    Telecopy:
      (516) 992-1918

     

    with
      a
copy
      to
      (which shall not constitute notice):

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attention:
      Mitchell S. Nussbaum

    Telecopy:
      (212) 407-4990

     

    if
      to the
Shareholder:


     

    As
      set
      forth on Exhibit
      A 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    with
      a
copy
      to
      (which shall not constitute notice):

    


    Kirkpatrick
      & Lockhart Preston Gates Ellis LLP

    925
      Fourth Avenue, Suite 2900

    Seattle,
      Washington 98104

    Attention:
      Christopher H. Cunningham

    Telecopy:
      (206) 370-6040

     

    Each
      such
      notice, request or other communication shall be effective (i) if given by
      telecopy, when such telecopy is transmitted to the telecopy number specified
      herein and the appropriate answer back is received or, (ii) if given by
      certified mail, 72 hours after such communication is deposited in the mails
      with
      first class and certified postage prepaid, properly addressed or, (iii) if
      given
      by any other means, when delivered at the address specified herein.

    


    9. Waiver.
       The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Lock-Up Agreement shall not be
      construed as a waiver or relinquishment of future compliance therewith, and
      said
      terms, conditions and provisions shall remain in full force and effect. No
      waiver of any term or any condition of this Lock-Up Agreement on the part of
      either party shall be effective for any purpose whatsoever, unless such waiver
      is in writing and signed by such party.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Lock-Up Agreement as
      of
      the day and year first written above.

    


    
      	 	
              INTELLI-CHECK
                –
                MOBILISA, INC. 

            
	 	 	 
	 	
              By:

            	
              /s/
                Nelson Ludlow

            
	 	
              Name: Nelson
                Ludlow

            
	 	
              Title:  
                Chief Executive Officer

            
	 	 	 
	 	
              SHAREHOLDER:

            
	 	 	 
	 	
              By:

            	
              /s/
                Bonnie Ludlow

            
	 	
              Name: 
                Bonnie
                Ludlow