REGISTRATION RIGHTS AGREEMENT
                         -----------------------------

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of  March  27,  2003,  by and  among  Intelli-Check,  Inc.,  a  Delaware
corporation  (the  "Company"),  and the persons and entities listed on Exhibit A
hereto (each, a "Purchaser" and, collectively, the "Purchasers").

     WHEREAS,  upon the terms and subject to the  conditions  of the  Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),  the
Company has agreed to issue and sell shares of its Preferred  Stock and Warrants
to purchase shares of its Common Stock to the Purchasers; and

     WHEREAS,  to induce the  Purchasers  to execute and  deliver  the  Purchase
Agreement and to purchase the Shares and the Warrants, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended
(the "Securities  Act"), with respect to the Shares,  the Conversion Shares, the
Warrants and the Warrant  Shares (each as  respectively  defined in the Purchase
Agreement).

     NOW,  THEREFORE,  in consideration of the  representations,  warranties and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and legal adequacy of which are hereby acknowledged by the parties,  the
Company and the Purchasers hereby agree as follows:

     1. Definitions.

     Capitalized  terms used but not  otherwise  defined  herein  shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement,
the following terms shall have the following meanings:

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and  the  terms  "affiliated,"  "controlling"  and  "controlled"  have  meanings
correlative to the foregoing.

     "AMEX" shall mean the American Stock Exchange.

     "Blackout Period" shall have the meaning set forth in Section 3(m).

"Board" shall have the meaning set forth in Section 3(m).

     "Business Day" means any day except Saturday, Sunday and any day which is a
legal  holiday or a day on which banking  institutions  in the state of New York
generally  are  authorized  or  required by law or other  government  actions to
close.
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     "Commission" means the Securities and Exchange Commission.

     "Common Shares" shall have the meaning set forth in the definition of

     "Registrable Securities."

     "Common Stock" means the Company's Common Stock, $.001 par value.

     "Effectiveness  Date" means with respect to the Registration  Statement the
earlier of (i) the 90th day following the Closing Date, before which the Company
will use its commercially reasonable efforts to cause the Registration Statement
to become effective, and (ii) the date which is within five (5) Business Days of
the date on which the  Commission  informs the Company that the  Commission  (a)
will not review the  Registration  Statement or (b) that the Company may request
the acceleration of the effectiveness of the Registration Statement.

     "Effectiveness Period" shall have the meaning set forth in Section 2.

     "Event" shall have the meaning set forth in Section 8(d).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Filing Date" means the date that the Registration Statement is required to
be filed which date shall be within thirty (30) days from the Closing Date.

     "Holder" means, collectively,  each holder from time to time of Registrable
Securities including,  without limitation,  each Purchaser and its assignees. To
the extent this Agreement  refers to an election,  consent,  waiver,  request or
approval of or by a Holder,  such  reference  shall mean an  election,  consent,
waiver,  request or  approval  by the  holders of a majority  in interest of the
then-outstanding Registrable Securities (on an as converted basis).

     "Indemnified Party" shall have the meaning set forth in Section 6(c).

     "Indemnifying Party" shall have the meaning set forth in Section 6(c).

     "Liquidated Damages" shall have the meaning set forth in Section 8(d).

     "Losses" shall have the meaning set forth in Section 6(a).

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Preferred Shares" shall have the meaning set forth in the definition of

     "Registrable Securities."

     "Preferred Stock" means the Company's 8% Convertible  Preferred Stock, $.01
par value.

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     "Proceeding"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus"  means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference in such Prospectus.

     "Registrable  Securities" means (i) the shares of Preferred Stock issued or
issuable  pursuant to the Purchase  Agreement,  and upon any stock split,  stock
dividend,  recapitalization  or  similar  event with  respect to such  shares of
Preferred Stock and any other securities issued in exchange of or replacement of
such shares of Preferred Stock (collectively,  the "Preferred Shares"); until in
the case of any of the Preferred  Shares (a) a Registration  Statement  covering
such Preferred Share has been declared effective by the Commission and continues
to be effective during the Effectiveness  Period; or (b) such Preferred Share is
sold in compliance  with Rule 144 or may be sold pursuant to Rule 144(k),  after
which time such Preferred  Share shall not be a Registrable  Security;  (ii) the
Warrants issued or issuable pursuant to the Purchase Agreement until in the case
of any of the Warrants (a) a  Registration  Statement  covering such Warrant has
been declared  effective by the Commission and continues to be effective  during
the Effectiveness  Period,  (b) such Warrant is sold in compliance with Rule 144
or may be sold pursuant to Rule 144(k),  or (c) such Warrant is fully  exercised
for  shares of Common  Stock,  after  which  time  such  Warrant  shall not be a
Registrable  Security;  and (iii) the shares of Common Stock issued and issuable
pursuant  to the  conversion  of the  Preferred  Stock and the  exercise  of the
Warrants,  as the  case  may be,  and  upon any  stock  split,  stock  dividend,
recapitalization  or similar  event with  respect to such shares of Common Stock
and any other securities  issued in exchange of or replacement of such shares of
Common Stock  (collectively,  the "Common Shares");  until in the case of any of
the Common Shares (a) a  Registration  Statement  covering such Common Share has
been declared  effective by the Commission and continues to be effective  during
the  Effectiveness  Period,  or (b) such Common Share is sold in compliance with
Rule 144 or may be sold  pursuant to Rule  144(k),  after which time such Common
Share shall not be a Registrable Security.

     "Registration  Statement" means the registration  statement,  including the
Prospectus,  amendments  and  supplements  to  such  registration  statement  or
Prospectus,  including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference in such registration  statement,  for
the Shares,  the Conversion Shares, the Warrants and the Warrant Shares required
to be filed by the Company with the Commission pursuant to this Agreement.

     "Rule 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

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<PAGE>

     "Rule 158" means Rule 158  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 415" means Rule 415  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Special  Counsel"  means any special  counsel to Holder,  for which Holder
will be  reimbursed by the Company  pursuant to Section 5 of this  Agreement and
Section 8.1 of the Purchase Agreement.

     2. Registration.  On or prior to the Filing Date, the Company shall prepare
and file with the Commission a Registration Statement covering the resale of the
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form S-3  (except if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form S-3,  in which case such  registration  shall be on another  appropriate
form in accordance with the Securities Act and the rules promulgated thereunder)
and shall contain (except if otherwise  directed by the Purchasers) the "Plan of
Distribution" attached hereto as Exhibit B. The Company shall (i) not permit any
securities  other  than  the  Registrable  Securities  to  be  included  in  the
Registration  Statement,  (ii) use its commercially  reasonable efforts to cause
the  Registration  Statement to be declared  effective  under the Securities Act
(including   filing  with  the   Commission  a  request  for   acceleration   of
effectiveness in accordance with Rule 12dl-2  promulgated under the Exchange Act
within five (5) Business  Days of the date that the Company is notified  (orally
or in  writing,  whichever  is earlier) by the  Commission  that a  Registration
Statement will not be  "reviewed," or not be subject to further  review) as soon
as  possible  after  the  filing  thereof,   but  in  any  event  prior  to  the
Effectiveness  Date,  and (iii) keep such  Registration  Statement  continuously
effective  under  the  Securities  Act  for a  period  of  two  years  from  the
Effectiveness  Date or such earlier date as all the Registrable  Securities have
been sold or are saleable under Rule 144(k) (the "Effectiveness Period").

     3. Registration Procedures; Company's Obligations.

     In connection  with the  registration of the  Registrable  Securities,  the
Company shall:

     (a) Prepare and file with the  Commission on or prior to the Filing Date, a
Registration  Statement  on Form S-3 (or if the Company is not then  eligible to
register for resale the  Registrable  Securities  on Form S-3 such  registration
shall be on another  appropriate  form in accordance with the Securities Act and
the Rules  promulgated  thereunder) in accordance  with the method or methods of
distribution thereof as specified by the Holder (except if otherwise directed by
the  Holder),  and  use  its  commercially   reasonable  efforts  to  cause  the
Registration  Statement  to become  effective  and remain  effective as provided
herein;  provided,  however, that not less than three (3) Business Days prior to
the  filing of the  Registration  Statement  or any  related  Prospectus  or any
amendment  or  supplement   thereto   (including  any  document  that  would  be
incorporated therein by reference),  the Company shall (i) furnish to the Holder

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<PAGE>

and any  Special  Counsel,  copies of all such  documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the  timely  review of and  comment  by such  Special  Counsel,  and (ii) at the
request of the Holder cause its officers and directors,  counsel and independent
certified public accountants to respond to such inquiries as shall be necessary,
in the  reasonable  opinion of such  Special  Counsel,  to conduct a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto to which the Holder or any Special Counsel shall reasonably
object in writing within three (3) Business Days of their receipt thereof.

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities  for the  Effectiveness  Period in order to register for
resale under the Securities Act all of the  Registrable  Securities;  (ii) cause
the related Prospectus to be amended or supplemented by any required  Prospectus
supplement,  and as so  supplemented or amended to be filed pursuant to Rule 424
(or any similar  provisions then in force) promulgated under the Securities Act;
(iii) respond promptly to any comments received from the Commission with respect
to the Registration  Statement or any amendment thereto and promptly provide the
Holder true and complete copies of all correspondence from and to the Commission
relating to the Registration Statement; and (iv) comply in all material respects
with the  provisions of the  Securities Act and the Exchange Act with respect to
the  disposition  of all  Registrable  Securities  covered  by the  Registration
Statement  during the applicable  period in accordance with the intended methods
of  disposition  by the Holder  set forth in the  Registration  Statement  as so
amended or in such Prospectus as so supplemented.

     (c) Notify the Holder of Registrable  Securities to be sold and any Special
Counsel  promptly  (and,  in the case of (i)(A)  below,  not less than three (3)
Business  Days prior to such filing and, in the case of (i)(B) or (i)(C)  below,
no  later  than  the  first  Business  Day  following  the  date  on  which  the
Registration  Statement becomes effective) and (if requested by any such Person)
confirm such notice in writing no later than three (3) Business  Days  following
the day (i)(A) when a Prospectus or any Prospectus  supplement or post-effective
amendment to the  Registration  Statement is proposed to be filed,  (B) when the
Commission  notifies  the  Company  whether  there  will be a  "review"  of such
Registration  Statement and whenever the Commission  comments in writing on such
Registration  Statement,  and (C) with respect to the Registration  Statement or
any post-effective  amendment,  when the same has become effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event that makes any statement made in the Registration  Statement or Prospectus
or any document  incorporated or deemed to be incorporated  therein by reference

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untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain 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 under which they were made, not misleading.

     The Company shall promptly furnish to the Special Counsel,  without charge,
(i) any  correspondence  from the  Commission or the  Commission's  staff to the
Company or its representatives  relating to any Registration Statement, and (ii)
promptly after the same is prepared and filed with the Commission, a copy of any
written response to the correspondence received from the Commission.

     (d) Use its commercially  reasonable  efforts to avoid the issuance of, or,
if issued,  obtain the withdrawal of, (i) any order suspending the effectiveness
of the Registration  Statement,  or (ii) any suspension of the qualification (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any U.S. jurisdiction, at the earliest practicable moment.

     (e) If requested by the Holder,  (i) promptly  incorporate  in a Prospectus
supplement  or  post-effective  amendment  to the  Registration  Statement  such
information as the Company  reasonably  agrees should be included  therein,  and
(ii)  make  all  required   filings  of  such  Prospectus   supplement  or  such
post-effective  amendment as soon as practicable  after the Company has received
notification of the matters to be incorporated in such Prospectus  supplement or
post-effective amendment.

     (f) Furnish to the Holder and any Special Counsel, without charge, at least
one conformed copy of each  Registration  Statement and each amendment  thereto,
including  financial  statements and schedules,  all documents  incorporated  or
deemed to be incorporated  therein by reference,  and all exhibits to the extent
requested by such Person  (including those previously  furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.

     (g) Promptly deliver to the Holder and any Special Counsel, without charge,
as  many  copies  of the  Registration  Statement,  Prospectus  or  Prospectuses
(including each form of prospectus) and each amendment or supplement  thereto as
such Persons may reasonably request;  and the Company hereby consents to the use
of such  Prospectus  and each  amendment  or  supplement  thereto by the selling
Holder in connection  with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

     (h)  Prior  to any  public  offering  of  Registrable  Securities,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling Holder and any Special  Counsel in connection  with the  registration or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as the Holder reasonably requests
in  writing,  to keep each such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally

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<PAGE>

to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so subject or subject  the Company to any tax
in any such jurisdiction where it is not then so subject.

     (i) Cooperate  with the Holder to  facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration  Statement and to enable such Registrable  Securities to be in
such  denominations  and  registered  in such names as the Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

     (j) Upon the  occurrence  of any event  contemplated  by  Section  3(c)(v),
promptly   prepare  a  supplement  or  amendment,   including  a  post-effective
amendment,  to  the  Registration  Statement  or a  supplement  to  the  related
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference,  and  file  any  other  required  document  so  that,  as  thereafter
delivered,  neither the Registration  Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading.

     (k) Use its  commercially  reasonable  efforts  to  cause  all  Registrable
Securities relating to such Registration  Statement to be listed on the AMEX and
any other securities  exchange,  quotation  system,  market or  over-the-counter
bulletin board,  if any, on which the same securities  issued by the Company are
then listed as and when required pursuant to the Purchase Agreement.

     (l)  Comply  in  all  material  respects  with  all  applicable  rules  and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities  Act and Rule 158 not later than  forty- five (45) days after the end
of any twelve (12) month period (or ninety (90) days after the end of any twelve
(12) month period if such period is a fiscal year)  commencing  on the first day
of the first  fiscal  quarter of the  Company  after the  effective  date of the
Registration  Statement,  which statement  shall conform to the  requirements of
Rule 158.

     (m) If (i) there is material non-public  information  regarding the Company
which the Company's Board of Directors (the "Board")  reasonably  determines not
to be in the  Company's  best  interest to disclose and which the Company is not
otherwise  required  to  disclose,  or  (ii)  there  is a  significant  business
opportunity  (including,  but not limited to, the  acquisition or disposition of
assets  (other  than  in  the  ordinary  course  of  business)  or  any  merger,
consolidation,  tender  offer or other  similar  transaction)  available  to the
Company which the Board  reasonably  determines  not to be in the Company's best
interest to disclose and which the Company  would be required to disclose  under
the  Registration  Statement,  then the Company may suspend  effectiveness  of a
Registration  Statement and suspend the sale of Registrable  Securities  under a
Registration Statement one (1) time every three (3) months or three (3) times in
any  twelve  month  period,  provided  that  the  Company  may not  suspend  its
obligation  for more than thirty (30) days in the  aggregate in any twelve month
period if suspension  is for any of the reasons  listed above or sixty (60) days
in the  aggregate  in any twelve  month  period for any other  reason  (each,  a

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"Blackout  Period");  provided,  however,  that  no  such  suspension  shall  be
permitted for more than twenty (20)  consecutive  days,  arising out of the same
set of facts, circumstances or transactions.

     (n) Within two (2) Business  Days after the  Registration  Statement  which
includes the Registrable Securities is ordered effective by the Commission,  the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the transfer agent for such Registrable Securities (with copies to the Holder
whose  Registrable  Securities  are  included  in such  Registration  Statement)
confirmation that the Registration  Statement has been declared effective by the
Commission in the form attached hereto as Exhibit C.

     4. Registration Procedures; Holder's Obligations

     In connection  with the  registration of the  Registrable  Securities,  the
Holder shall:

     (a) If the Registration Statement refers to the Holder by name or otherwise
as the holder of any  securities  of the Company,  have the right to require (if
such  reference  to the  Holder  by name or  otherwise  is not  required  by the
Securities Act or any similar federal statute then in force) the deletion of the
reference  to the Holder in any  amendment  or  supplement  to the  Registration
Statement filed or prepared subsequent to the time that such reference ceases to
be required.

     (b)  (i)  not  sell  any  Registrable  Securities  under  the  Registration
Statement  until it has  received  copies of the  Prospectus  as then amended or
supplemented  as  contemplated  in Section 3(g) and notice from the Company that
such  Registration  Statement and any post-  effective  amendments  thereto have
become  effective  as  contemplated  by  Section  3(c),  (ii)  comply  with  the
prospectus  delivery  requirements  of the Securities Act as applicable to it in
connection  with sales of Registrable  Securities  pursuant to the  Registration
Statement,  and (iii) furnish to the Company  information  regarding such Holder
and the distribution of such Registrable  Securities as is required by law to be
disclosed in the Registration  Statement,  and the Company may exclude from such
registration  the  Registrable  Securities  of the Holder if it fails to furnish
such  information  within  a  reasonable  time  prior  to  the  filing  of  each
Registration  Statement,  supplemented  Prospectus  and/or amended  Registration
Statement.

     (c) upon  receipt of a notice  from the  Company of the  occurrence  of any
event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or
3(m), forthwith discontinue disposition of such Registrable Securities under the
Registration  Statement  until  the  Holder's  receipt  of  the  copies  of  the
supplemented  Prospectus and/or amended Registration  Statement  contemplated by
Section  3(j),  or until it is advised in writing by the Company that the use of
the  applicable  Prospectus  may be resumed,  and, in either case,  has received
copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration Statement.

     5. Registration Expenses

     All  reasonable  fees  and  expenses  incident  to  the  performance  of or
compliance  with this  Agreement  by the  Company  shall be borne by the Company
whether or not the  Registration  Statement  is filed or becomes  effective  and
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.  The fees and expenses  referred to in the foregoing  sentence  shall
include, without limitation, the following: (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings

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required to be made with the AMEX and each other  securities  exchange or market
on which Registrable  Securities are required  hereunder to be listed,  (B) with
respect  to  filings  required  to be  made  with  the  Commission,  and  (C) in
compliance  with state  securities  or Blue Sky laws);  (ii)  printing  expenses
(including,   without   limitation,   expenses  of  printing   certificates  for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  requested  by the  holders  of a majority  of the  Registrable
Securities included in the Registration Statement);  (iii) messenger,  telephone
and delivery  expenses;  (iv) fees and disbursements of counsel for the Company;
and (v) fees and  expenses  of all other  Persons  retained  by the  Company  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  the Company's  independent  public
accountants  (including the expenses of any comfort letters or costs  associated
with the  delivery by  independent  public  accountants  of a comfort  letter or
comfort letters).  In addition,  the Company shall be responsible for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the expense of any annual audit, and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.

     6. Indemnification

     (a) Indemnification by the Company. The Company shall,  notwithstanding any
termination of this  Agreement,  indemnify and hold harmless the Purchaser,  its
permitted assignees, officers, directors, agents, brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees, each Person who controls any such Purchaser or permitted assignee
(within  the  meaning of Section 15 of the  Securities  Act or Section 20 of the
Exchange  Act) and the  officers,  directors,  agents and employees of each such
controlling Person, and the respective successors,  assigns, estate and personal
representatives  of each of the foregoing,  to the fullest  extent  permitted by
applicable  law,  from  and  against  any  and  all  claims,  losses,   damages,
liabilities,  penalties,  judgments, costs (including, without limitation, costs
of  investigation)  and  expenses  (including,  without  limitation,  reasonable
attorneys' fees and expenses) (collectively, "Losses"), as incurred, arising out
of or  relating to any untrue or alleged  untrue  statement  of a material  fact
contained in the  Registration  Statement,  any  Prospectus,  as supplemented or
amended, if applicable, or arising out of or relating to any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not  misleading,  except (i) to the extent,  but only to the extent,  that
such untrue statements or omissions are based solely upon information  regarding
the Holder  furnished in writing to the Company by the Holder  expressly for use
                                       9
<PAGE>
therein,  which information was reviewed and expressly approved by the Holder or
Special Counsel expressly for use in the Registration Statement, such Prospectus
or such form of Prospectus or in any amendment or supplement thereto, or (ii) as
a result of the  failure of the Holder to  deliver a  Prospectus,  as amended or
supplemented,  to a purchaser in connection  with an offer or sale.  The Company
shall notify the Holder promptly of the institution,  threat or assertion of any
Proceeding  of which the Company is aware in  connection  with the  transactions
contemplated  by this  Agreement.  Such indemnity shall remain in full force and
effect  regardless of any  investigation  made by or on behalf of an Indemnified
Party (as defined in Section 6(c) hereof) and shall  survive the transfer of the
Registrable Securities by the Holder.

     (b)  Indemnification  by Purchaser.  Purchaser and its permitted  assignees
shall,  severally and not jointly,  indemnify and hold harmless the Company, its
directors,  officers, agents and employees, each Person who controls the Company
(within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Exchange  Act),  and  the  directors,  officers,  agents  or  employees  of such
controlling Persons, and the respective successors, assigns, estate and personal
representatives  of each of the foregoing,  to the fullest  extent  permitted by
applicable law, from and against any and all Losses, as incurred, arising out of
or  relating  to any  untrue or alleged  untrue  statement  of a  material  fact
contained in the  Registration  Statement,  any  Prospectus,  as supplemented or
amended, if applicable, or arising out of or relating to any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not  misleading,  to the  extent,  but only to the  extent,  that (i) such
untrue  statement or omission is contained in or omitted from any information so
furnished  in  writing  by the  Holder or the  Special  Counsel  to the  Company
specifically for inclusion in the Registration Statement or such Prospectus, and
(ii) such  information was reasonably  relied upon by the Company for use in the
Registration  Statement,  such  Prospectus or such form of prospectus or, to the
extent  that such  information  relates to the Holder or the  Holder's  proposed
method of  distribution  of Registrable  Securities,  was reviewed and expressly
approved  in  writing  by the  Holder  expressly  for  use  in the  Registration
Statement,   such   Prospectus   or   such   form  of   Prospectus   Supplement.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable  under this  Section 6(b) for only that amount as does not exceed the net
proceeds  to the  Holder  as a  result  of the  sale of  Registrable  Securities
pursuant to such Registration Statement.

     (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted against any Person entitled to indemnity pursuant to Section
6(a) or 6(b) hereunder (an "Indemnified Party"), such Indemnified Party promptly
shall notify the Person from whom indemnity is sought (the "Indemnifying  Party)
in  writing,  and the  Indemnifying  Party  shall  assume the  defense  thereof,
including the employment of counsel  reasonably  satisfactory to the Indemnified
Party and the  payment of all fees and  expenses  incurred  in  connection  with
defense  thereof;  provided,  that the failure of any Indemnified  Party to give
such notice  shall not  relieve the  Indemnifying  Party of its  obligations  or
liabilities  pursuant  to this  Agreement,  except (and only) to the extent that
such failure shall have  materially and adversely  prejudiced  the  Indemnifying
Party.

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and to participate  in the defense  thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (i) the  Indemnifying  Party has agreed in writing to pay such
fees and expenses;  or (ii) the Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to such  Indemnified  Party in any such  Proceeding;  or (iii) the
named parties to any such Proceeding  (including any impleaded  parties) include
both such  Indemnified  Party and the  Indemnifying  Party, and such Indemnified
Party shall have been  advised by counsel  that a conflict of interest is likely
to exist if the same counsel were to represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the

                                       10
<PAGE>

Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent  shall  not  be  unreasonably  withheld,   conditioned  or  delayed.  No
Indemnifying  Party shall,  without the prior written consent of the Indemnified
Party, which consent shall not unreasonably be withheld, conditioned or delayed,
effect  any  settlement  of any  pending  Proceeding  in  respect  of which  any
Indemnified Party is a party,  unless such settlement  includes an unconditional
release of such  Indemnified  Party from all  liability  on claims  that are the
subject matter of such Proceeding.

     If the  Indemnifying  Party fails or refuses to promptly assume the defense
of any  Proceeding,  then all  reasonable  fees and expenses of the  Indemnified
Party  (including  reasonable  fees  and  expenses  to the  extent  incurred  in
connection with investigating or preparing to defend such Proceeding in a manner
not inconsistent  with this Section) shall be paid to the Indemnified  Party, as
incurred,  within  ten (10)  Business  Days of  written  notice  thereof  to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder or pursuant to applicable law).

     (d) Contribution. If a claim for indemnification under Section 6(a) or 6(b)
is  unavailable  to an  Indemnified  Party  because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such  Indemnifying  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 6(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification  provided for under
Section 6(a) or 6(b) was available to such party in  accordance  with its terms.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable or required to contribute under this Section 6(d) for only that amount as
does not  exceed  the net  proceeds  to the  Holder  as a result  of the sale of
Registrable Securities pursuant to the Registration Statement.

                                       11
<PAGE>

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
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  indemnity  and
contribution  agreements  contained  in  this  Section  are in  addition  to any
liability that the Indemnifying Parties may have to the Indemnified Parties.

     7. Rule 144.

     As long as the Holder owns Registrable Securities, the Company covenants to
timely  file (or  obtain  extensions  in  respect  thereof  and file  within the
applicable  grace period) all reports  required to be filed by the Company after
the date hereof  pursuant to Section  13(a) or 15(d) of the  Exchange Act and to
promptly  furnish the Holder with true and complete  copies of all such filings.
As long  as the  Holder  owns  Registrable  Securities,  if the  Company  is not
required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act,
it will  prepare  and  furnish  to the  Holder and make  publicly  available  in
accordance  with Rule 144(c)  promulgated  under the  Securities  Act annual and
quarterly financial statements,  together with a discussion and analysis of such
financial statements in form and substance  substantially  similar to those that
would otherwise be required to be included in reports  required by Section 13(a)
or 15(d) of the Exchange Act, as well as any other information required thereby,
in the time period that such filings  would have been required to have been made
under the Exchange  Act. The Company  further  covenants  that it will take such
further action as the Holder may reasonably request,  all to the extent required
from time to time to enable the Holder to sell  Warrants,  Preferred  Shares and
Common  Shares  without   registration  under  the  Securities  Act  within  the
limitation  of the  exemptions  provided  by  Rule  144  promulgated  under  the
Securities Act, including providing any legal opinions of counsel to the Company
referred to in the  Purchase  Agreement.  Upon the  request of any  Holder,  the
Company  shall  deliver  to  such  Holder  a  written  certification  of a  duly
authorized officer as to whether it has complied with such requirements.

     8. Miscellaneous.

     (a) Remedies. Except as otherwise specifically set forth in this Agreement,
the  remedies  provided  in  this  Agreement  and  the  Purchase  Agreement  are
cumulative and not exclusive of any remedies  provided by law. In the event of a
breach by the  Company or by the Holder of any of their  obligations  under this
Agreement,  the Holder or the Company,  as the case may be, in addition to being
entitled  to  exercise  all  rights  granted  by law and under  this  Agreement,
including recovery of damages,  will be entitled to specific  performance of its
rights  under this  Agreement.  The Company and the Holder  agree that  monetary
damages  would not  provide  adequate  compensation  for any losses  incurred by
reason of a breach by it of any of the  provisions of this  Agreement and hereby
further  agrees  that,  in the event of any action for specific  performance  in
respect of such breach, it shall waive the defense that a remedy at law would be
adequate.

                                       12
<PAGE>

     (b)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of its
Affiliates  has as of the date hereof entered into, nor shall the Company or any
of its  Affiliates,  on or after the date of this  Agreement,  enter  into,  any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holder  in this  Agreement  or  otherwise  conflicts  with  the
provisions hereof. Without limiting the generality of the foregoing, without the
written  consent of the Holder,  the  Company  shall not grant to any Person the
right to request the Company to register any securities of the Company under the
Securities Act if the rights so granted are inconsistent with the rights granted
to the Holder set forth herein,  or otherwise prevent the Company with complying
with all of its obligations hereunder.

     (c) No  Piggyback  on  Registrations.  Neither  the  Company nor any of its
security  holders (other than the Holder in such capacity  pursuant  hereto) may
include securities of the Company in the Registration Statement.

     (d) Failure to File  Registration  Statement and Other Events.  The Company
and the Holder  agree that the Holder  will suffer  damages if the  Registration
Statement  is not  filed  on or  prior  to the  Filing  Date or is not  declared
effective by the Commission on or prior to the Effectiveness Date and maintained
in the manner contemplated herein during the Effectiveness  Period or if certain
other events occur.  The Company and the Holder  further agree that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly,
if (i) the  Registration  Statement is not filed on or prior to the Filing Date,
or is not declared  effective by the Commission on or prior to the Effectiveness
Date,  or (ii) the  Company  fails to file with the  Commission  a  request  for
acceleration in accordance with Rule 12dl-2  promulgated  under the Exchange Act
within five (5) Business  Days of the date that the Company is notified  (orally
or in  writing,  whichever  is earlier) by the  Commission  that a  Registration
Statement will not be "reviewed," or not subject to further review, or (iii) the
Registration  Statement is filed with and declared  effective by the  Commission
but  thereafter  ceases  to be  effective  or  available  as to all  Registrable
Securities at any time during the Effectiveness Period,  without being succeeded
within a reasonable period by a subsequent Registration Statement filed with and
declared  effective by the Commission,  or (iv) the Company  suspends the use of
the  Prospectus  forming  a part of such  Registration  Statement  for more than
thirty (30) days in any period of 365 consecutive  days if the Company  suspends
in reliance on its ability to do so due to the existence of a development  that,
in the good faith discretion of the Board, makes it appropriate to so suspend or
which renders the Company unable to comply with the Commission requirements,  or
the  Company  suspends  the  use of  the  Prospectus  forming  a  part  of  such
Registration  Statement  for more  than  sixty  (60)  days in any  period of 365
consecutive days for any other reason, or (v) during the  Effectiveness  Period,
trading in the Warrants,  Preferred Stock or Common Stock shall be suspended for
any reason for more than five (5) Business  Days in the  aggregate,  or (vi) the
Company  breaches in a material  respect any covenant or other  material term or
condition in the Transaction  Documents (other than a representation or warranty
contained  therein)  or any  other  agreement,  document,  certificate  or other
instrument delivered in connection with the transactions contemplated hereby and
thereby,  and such  breach  continues  for a period  of thirty  (30) days  after
written notice thereof to the Company, or (vii) the Company has breached Section
3(n) of this  Agreement  (any such  failure or breach  being  referred  to as an
"Event"), the Company shall pay as liquidated damages for such failure or breach
and not as a penalty (the "Liquidated Damages") to the Holder an amount equal to

                                       13
<PAGE>

one percent (1%) of the purchase price of the Preferred Stock paid by the Holder
pursuant to the Purchase Agreement for the first thirty (30) day period, one and
one-half  percent  (1%) of such  purchase  price for the second  thirty (30) day
period,  and two percent (2%) of such purchase price for each subsequent  thirty
(30) day period, pro rated for any period less than thirty (30) days,  following
the Event until the  applicable  Event has been cured;  provided,  however,  the
Purchaser will waive any Liquidated Damages if the Company cures such failure or
breach prior to the end of the first thirty (30) day period. Payments to be made
pursuant to this Section 8(d) shall be due and payable  immediately  upon demand
in cash.  The parties agree that the Liquidated  Damages  represent a reasonable
estimate on the part of the parties,  as of the date of this  Agreement,  of the
amount  of  damages  that may be  incurred  by the  Holder  if the  Registration
Statement  is not filed on or prior to the Filing Date or has not been  declared
effective by the Commission on or prior to the Effectiveness Date and maintained
in the manner  contemplated  herein  during the  Effectiveness  Period or if any
other Event as described herein has occurred.  Purchaser agrees that the receipt
of the Liquidated  Damages shall be Purchaser's  sole and exclusive remedy under
this Agreement or otherwise for a default under this subsection 8(d) (except for
specific  performance)  and in no event shall the Company be liable for any lost
profits,  consequential,  special,  punitive  or  similar  damages no matter how
identified, resulting from such default.

     (e) Consent to Jurisdiction.  Both the Company and the Purchaser (i) hereby
irrevocably  submit  to the  non-exclusive  jurisdiction  of the  United  States
District  Courts  sitting in the  Northern  District of Texas and the Eastern or
Southern District of New York for the purposes of any suit, action or proceeding
arising out of or relating to this Agreement or the Purchase Agreement, and (ii)
hereby waive,  and agree not to assert in any such suit,  action or  proceeding,
any claim that it is not personally  subject to the  jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient  forum or that
the venue of the suit,  action or proceeding  is improper.  Both the Company and
the  Purchasers  consent to  process  being  served in any such suit,  action or
proceeding  by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and  sufficient  service of process  and  notice  thereof.  Nothing in this
Section  8(e)  shall  affect or limit any  right to serve  process  in any other
manner permitted by law.

     (f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing and signed by the Company and the Purchaser.

     (g)  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified for notice prior to 5:00 p.m., Eastern Standard Time,
on a Business Day, (ii) the first  Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone  number  specified for notice later than 5:00 p.m.,  Eastern  Standard
Time, on any date and earlier than 11:59 p.m.,  Eastern  Standard  Time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight courier service, or (iv) actual receipt by the
party to whom such notice is required to be given.

                                       14
<PAGE>
        (x)      if to the Company:

                Intelli-Check, Inc.
                246 Crossways Park West
                Woodbury, New York 11797
                Tel. No.: (516) 992-1900
                Fax No.: (516) 992-1918
                Attn: Frank Mandelbaum

        with a copy to:
                Beckman, Lieberman & Barandes, LLP
                100 Jericho Quadrangle, Suite 225
                Jericho, New York  11753
                Tel. No.: (516) 822-4820
                Fax No.: (516) 827-0621
                Attn: Diane Phillips, Esq.

        (y)     if to any Purchaser:

                At the address of such Purchaser set forth on Exhibit A to this
                Agreeement.

        with a copy to:

               Fish & Richardson P.C.
               5000 Bank One Center
               1717 Main Street
               Dallas, Texas  75201
               Tel. No.: (214) 747-4010
               Fax No.: (214) 747-2091
               Attn:  Warren W. Garden

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.

     (h) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors  and  permitted  assigns and
shall inure to the benefit of the Holder and its  successors  and  assigns.  The
Company  may not  assign  this  Agreement  or any of its  respective  rights  or
obligations hereunder without the prior written consent of the Purchasers.  Each
Purchaser  may assign its rights  hereunder  in the manner and to the Persons as
permitted under the Purchase Agreement.

     (i) Assignment of Registration  Rights. The rights of the Holder hereunder,
including  the  right  to have  the  Company  register  for  resale  Registrable
Securities in accordance with the terms of this  Agreement,  shall be assignable
by each Holder to any transferee of the Holder of all or a portion of the shares
of  Registrable  Securities  if:  (i) the  Holder  agrees  in  writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable  time after such  assignment;  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (A) the name and address of such  transferee or

                                       15
<PAGE>

assignee,  and (B) the securities with respect to which such registration rights
are being  transferred or assigned;  (iii) following such transfer or assignment
the further  disposition  of such  securities by the  transferee or assignees is
restricted  under the Securities Act and applicable  state securities laws; (iv)
at or before the time the Company  receives the written notice  contemplated  by
clause (ii) of this Section,  the transferee or assignee  agrees in writing with
the Company to be bound by all of the provisions of this Agreement; and (v) such
transfer shall have been made in accordance with the applicable  requirements of
the  Purchase  Agreement  and shall be for no less  than 50% of the  Registrable
Securities.  In  addition,  the Holder shall have the right to assign its rights
hereunder  to any other  Person with the prior  written  consent of the Company,
which consent shall not be unreasonably  withheld,  conditioned or delayed.  The
rights to assignment  shall apply to the Holder (and to  subsequent)  successors
and assigns.  In the event of an assignment  pursuant to this Section 8(i),  the
Purchaser shall pay all incremental  costs and expenses  incurred by the Company
in  connection  with filing a  Registration  Statement  (or an  amendment to the
Registration  Statement)  to  register  the  shares  of  Registrable  Securities
assigned to any assignee or transferee of the Purchaser.

     (j)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same Agreement.  In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

     (k)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Delaware,  without regard to principles
of  conflicts  of law  thereof.  This  Agreement  shall  not be  interpreted  or
construed  with any  presumption  against the party causing this Agreement to be
drafted.

     (l) Cumulative  Remedies.  The remedies  provided herein are cumulative and
not exclusive of any remedies provided by law.

     (m)  Termination.  This Agreement  shall terminate on the date on which all
remaining  Registrable  Securities may be sold without  restriction  pursuant to
Rule 144(k) of the Securities Act.

     (n) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held to be invalid,  illegal, void or unenforceable in any respect,
the remainder of the terms,  provisions,  covenants and  restrictions  set forth
herein  shall  remain in full force and effect and shall in no way be  affected,
impaired or  invalidated,  and the  parties  hereto  shall use their  reasonable
efforts  to find  and  employ  an  alternative  means  to  achieve  the  same or
substantially  the same  result as that  contemplated  by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

                                       16
<PAGE>

     (o)  Headings.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       17
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.

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



                              GRYPHON MASTER FUND, L.P.

                                By:  Gryphon Partners, L.P., its General Partner

                                  By:  Gryphon Management Partners, L.P.,
                                           its General Partner

                                    By:  Gryphon Advisors, LLC,
                                           its General Partner

                                       By: /s/
                                           -------------------------------
                                           E.B. Lyon, IV, Authorized Agent


<PAGE>

                                   EXHIBIT A
                                   ---------
                                   PURCHASERS

Gryphon Master Fund, L.P.
500 Crescent Court
Suite 270
Dallas, Texas  75201
Tel. No.: (214) 871-6998
Fax No.: (214) 871-6909
Attn:  E.B. Lyon, IV


                                      A-1
<PAGE>
                                   EXHIBIT B
                                   ---------
                              PLAN OF DISTRIBUTION

     We are  registering  the  warrants  and the shares of  preferred  stock and
common stock on behalf of the selling stockholders.  The warrants and the shares
of preferred  stock and common stock may be sold in one or more  transactions at
fixed prices, at prevailing market prices at the time of sale, at prices related
to the  prevailing  market prices,  at varying prices  determined at the time of
sale, or at negotiated  prices.  These sales may be effected at various times in
one or more of the following transactions, or in other kinds of transactions:

     --   transactions  on  the  American  Stock  Exchange  or on  any  national
          securities  exchange  or  U.S.  inter-dealer  system  of a  registered
          national  securities   association  on  which  the  warrants  and  our
          preferred  stock and common  stock may be listed or quoted at the time
          of sale;

     --   in the over-the-counter market;

     --   in  private  transactions  and  transactions  otherwise  than on these
          exchanges or systems or in the over-the-counter market;

     --   in connection with short sales of the shares;

     --   by pledge to secure or in payment of debt and other obligations;

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

     --   in connection with the writing of non-traded and exchange-traded  call
          options, in hedge transactions and in settlement of other transactions
          in standardized or over-the-counter options; or

     --   through a combination of any of the above transactions.

     The selling  stockholder  and its  successors,  including its  transferees,
pledgees or donees or their successors,  may sell the warrants,  preferred stock
and common stock directly to purchasers or through underwriters,  broker-dealers
or agents, who may receive compensation in the form of discounts, concessions or
commissions  from the selling  stockholder or the purchasers.  These  discounts,
concessions or commissions as to any particular  underwriter,  broker-dealer  or
agent may be in excess of those customary in the types of transactions involved.

     In addition,  any securities  covered by this prospectus  which qualify for
sale  pursuant  to Rule 144 of the  Securities  Act may be sold  under  Rule 144
rather than pursuant to this prospectus.

     We entered  into a  registration  rights  agreement  for the benefit of the
selling stockholders to register the warrants and our preferred stock and common

                                      B-1
<PAGE>

stock under  applicable  federal and state  securities  laws.  The  registration
rights agreement provides for  cross-indemnification of the selling stockholders
and us and our respective  directors,  officers and controlling  persons against
specific  liabilities  in  connection  with the offer and sale of the  warrants,
preferred  stock and common stock,  including  liabilities  under the Securities
Act.  We will pay  substantially  all of the  expenses  incurred  by the selling
stockholders incident to the offering and sale of the warrants,  preferred stock
and common stock.






                                      B-2
<PAGE>


                                   EXHIBIT C
                                   ---------
                        FORM OF NOTICE OF EFFECTIVENESS
                           OF REGISTRATION STATEMENT


[Name and address of Transfer Agent]
_________________
_________________
_________________

Attn:  ____________

Re:     Intelli-Check, Inc.
        -------------------

Ladies and Gentlemen:

     We  are  counsel  to  Intelli-Check,  Inc.,  a  Delaware  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Securities Purchase Agreement (the "Purchase Agreement"),  dated as of March __,
2003, by and between the Company and the purchasers  (the  "Purchasers"  and the
"Holders")  named therein pursuant to which the Company issued to the Purchasers
shares (the "Preferred Shares") of its 8% Convertible  Preferred Stock, $.01 par
value (the "Preferred Stock").  Pursuant to the Purchase Agreement,  the Company
has also entered into a Registration  Rights  Agreement with the Purchasers (the
"Registration Rights Agreement"),  dated as of March __, 2003, pursuant to which
the Company agreed,  among other things, to register the Registrable  Securities
(as defined in the  Registration  Rights  Agreement),  including  the  Preferred
Shares,  under the  Securities  Act of 1933,  as amended  (the "1933  Act").  In
connection  with  the  Company's   obligations  under  the  Registration  Rights
Agreement,  on _________ __, 2003, the Company filed a Registration Statement on
Form  S-3  (File  No.  333-________)  (the  "Registration  Statement")  with the
Securities  and Exchange  Commission  (the "SEC")  relating to the resale of the
Registrable   Securities  which  names  the  Holders  as  selling   stockholders
thereunder.

     In connection with the foregoing,  we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the 1933 Act at  [ENTER  TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,  after
telephonic  inquiry  of a  member  of the  SEC's  staff,  that  any  stop  order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose are pending  before,  or threatened  by, the SEC and,  accordingly,  the
Registrable Securities are available for resale under the 1933 Act in the manner
specified in, and pursuant to the terms of, the Registration Statement.

                                        Very truly yours,




                                        By:

cc:     [PURCHASERS]




                                      C-1