NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE
HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR UNDER ANY STATE SECURITIES LAW. HOLDER WILL NOT TRANSFER THIS WARRANT, OR ANY
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE,  UNLESS (I) THERE IS AN EFFECTIVE
REGISTRATION  STATEMENT COVERING THIS WARRANT OR SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE UNDER THE ACT AND APPLICABLE  STATE SECURITIES LAWS, (II) IT FIRST
RECEIVES AN OPINION  FROM  COUNSEL TO THE  COMPANY,  STATING  THAT THE  PROPOSED
TRANSFER  IS EXEMPT  FROM  REGISTRATION  UNDER THE ACT AND UNDER ALL  APPLICABLE
STATE  SECURITIES  LAWS,  OR (III) THE  TRANSFER  IS MADE  PURSUANT  TO RULE 144
PROMULGATED UNDER THE ACT.


                              Intelli-Check, Inc.

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


No. W-001                                                         113,636 Shares


     THIS CERTIFIES that, for value received,  Gryphon Master Fund,  L.P., whose
address is 500 Crescent Court, Suite 270, Dallas, Texas 75201 (the "Holder"), is
entitled to subscribe  for and  purchase  from  Intelli-Check,  Inc., a Delaware
corporation  (the  "Company"),  upon the terms and  conditions set forth herein,
113,636  shares  of the  Company's  Common  Stock,  par value  $0.001  per share
("Common Stock"),  at a price of $6.78 per share (the "Exercise Price"). As used
herein the term "this  Warrant"  shall mean and  include  this  Warrant  and any
Common Stock or Warrants  hereafter  issued as a consequence  of the exercise or
transfer of this Warrant in whole or in part.

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

     1. Exercise Price and Exercise Period. This Warrant may be exercised at any
time or from time to time during the period commencing at 5:00 P.M. Eastern time
on March 27,  2003 and ending at 5:00 P.M.  Eastern  time on March 27, 2008 (the
"Exercise Period").

                                       1

<PAGE>

     2. Procedure for Exercise; Effect of Exercise.

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

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

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

                                       2
<PAGE>

     4.  Restrictions  on Transfer.  (a) The Holder,  as of the date of issuance
hereof, represents to the Company that such Holder is acquiring the Warrants for
its own account for investment  purposes and not with a view to the distribution
thereof or of the Warrant Shares.  Notwithstanding  any provisions  contained in
this Warrant to the contrary,  this Warrant and the related Warrant Shares shall
not be transferable  except  pursuant to the proviso  contained in the following
sentence or upon the  conditions  specified in this Section 4, which  conditions
are intended,  among other things,  to insure  compliance with the provisions of
the Securities Act of 1933, as amended (the  "Securities  Act"),  and applicable
state law in respect of the transfer of this Warrant or such Warrant Shares. The
Holder by  acceptance  of this Warrant  agrees that the Holder will not transfer
this Warrant or the related  Warrant  Shares prior to delivery to the Company of
an opinion  of the  Holder's  counsel  (as such  opinion  and such  counsel  are
described in Section 4(b) hereof) or until  registration  of such Warrant Shares
under the Securities Act has become effective or after a sale of such Warrant or
Warrant Shares has been consummated  pursuant to Rule 144 or Rule 144A under the
Securities  Act;  provided,  however,  that the Holder may freely  transfer this
Warrant or such Warrant Shares (without delivery to the Company of an opinion of
Counsel) (i) to one of its nominees,  affiliates or a nominee thereof, (ii) to a
pension or  profit-sharing  fund established and maintained for its employees or
for  the  employees  of  any  affiliate,  (iii)  from  a  nominee  to any of the
aforementioned  persons as  beneficial  owner of this  Warrant  or such  Warrant
Shares, or (iv) to a qualified  institutional buyer, so long as such transfer is
effected in compliance with Rule 144A under the Securities Act.

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

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

     "THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933 AND MAY NOT BE  TRANSFERRED  EXCEPT UPON
     DELIVERY TO THE  CORPORATION OF AN OPINION OF COUNSEL  SATISFACTORY IN FORM
     AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE  SECURITIES ACT
     OF 1933, AS AMENDED."

                                       3
<PAGE>

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

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

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

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

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

                                       4
<PAGE>

     the issuance of Common Stock upon the exercise of rights, warrants, options
     or convertible or  exchangeable  securities will not cause an adjustment in
     the Exercise  Price if no such  adjustment  would have been required at the
     time such right,  warrant,  option or convertible or exchangeable  security
     was issued),  then the Exercise Price in effect  immediately  prior to such
     earliest date shall be adjusted so that the Exercise  Price shall equal the
     price  determined by multiplying  the Exercise Price in effect  immediately
     prior to such earliest date by the fraction:

          (x) whose  numerator  shall be the  number  of shares of Common  Stock
          outstanding on such date plus the number of shares which the aggregate
          offering price of the total number of shares so offered would purchase
          at such Current  Market Price (such  amount,  with respect to any such
          rights,  warrants,  options or convertible or exchangeable securities,
          determined by multiplying  the total number of shares subject  thereto
          by the exercise price of such rights, warrants, options or convertible
          or exchangeable securities and dividing the product so obtained by the
          Current Market Price), and

          (y) whose  denominator  shall be the number of shares of Common  Stock
          outstanding  on such date  plus the  number  of  additional  shares of
          Common Stock to be issued or distributed  or receivable  upon exercise
          of any such right,  warrant,  option or  convertible  or  exchangeable
          security.

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

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

                                       5
<PAGE>


          (iv)  Notwithstanding  anything  to the  contrary  set  forth  in this
     Section 6(a), no  adjustment  shall be made to the Exercise  Price upon (A)
     the  issuance of shares of Common  Stock  pursuant to any  compensation  or
     incentive  plan for officers,  directors,  employees or  consultants of the
     Company which plan has been approved by the  Compensation  Committee of the
     Board of Directors (or if there is no such committee  then serving,  by the
     majority  vote of the  Directors  then  serving  who are not  employees  or
     officers of the Company,  a 5% or greater  stockholder of the Company or an
     officer,  employee,  affiliate  or  associate  of any  such  5% or  greater
     stockholder)  (unless the exercise  price thereof is changed after the date
     hereof  other than  solely by  operation  of the  anti-dilution  provisions
     thereof or by the  Compensation  Committee of the Board of Directors or, if
     applicable,   the  Board  of  Directors   and,  if  required  by  law,  the
     stockholders  of the Company as provided  in this clause  (A)),  or (B) the
     issuance of Common  Stock upon the  conversion  or exercise of the options,
     warrants or rights of the Company outstanding on March 27, 2003, unless the
     conversion or exercise price thereof is changed after March 27, 2003 (other
     than solely by operation of the anti-dilution provisions thereof).

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

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

                                       6
<PAGE>


(c)     If:

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

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

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

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

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

     (d) Whenever the Exercise Price is adjusted as herein provided, the Company
shall promptly file with the transfer agent for the Warrants a certificate of an
officer of the Company setting forth the Exercise Price after the adjustment and
setting forth a brief  statement of the facts  requiring  such  adjustment and a
computation  thereof.  The Company shall promptly cause a notice of the adjusted
Exercise Price to be mailed to each Holder.

                                       7
<PAGE>

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

     (f) For the purpose of any  computation  under this Section 6, the "Current
Market  Price"  per share of Common  Stock on any date shall be deemed to be the
volume weighted average price of a single share of Common Stock for the ten (10)
consecutive trading days immediately  preceding the date in question as reported
on the  American  Stock  Exchange.  If on any such dates the Common Stock is not
listed or  admitted  to  trading on the  American  Stock  Exchange  or any other
national  securities  exchange  and is  not  quoted  by  NASDAQ  or any  similar
organization,  the fair  value  of a share of  Common  Stock  on such  date,  as
determined  in good  faith  by the  board of  directors  of the  Company,  whose
determination shall be conclusive absent manifest error, shall be used.

     (g)  Upon  each  adjustment  of the  Exercise  Price,  this  Warrant  shall
thereafter evidence the right to purchase,  at the adjusted Exercise Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (i)
the  product  obtained  by  multiplying  the number of shares  purchasable  upon
exercise  of this  Warrant  prior to  adjustment  of the number of shares by the
Exercise Price in effect prior to adjustment of the Exercise  Price, by (ii) the
Exercise Price in effect after such adjustment of the Exercise Price.

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

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

                                       8
<PAGE>

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

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

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

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

        If to Holder:           Gryphon Master Fund, L.P.
                                500 Crescent Court
                                Suite 270
                                Dallas, Texas  75201
                                Attn:  E.B. Lyon, IV

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

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

Dated: March 27, 2003
                                        Intelli-Check, Inc.

                                        /s/ Frank Mandelbaum
                                        By: Frank Mandelbaum
                                        Chief Executive Officer

                                      9
<PAGE>


                               FORM OF ASSIGNMENT


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

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

                                        Dated: _______________________________

                                        By: __________________________________
                                                Signature

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

<PAGE>


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



                               NOTICE OF EXERCISE


     The  undersigned  hereby  exercises  his or its rights to purchase  _______
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of  $_________ in accordance  with the terms  thereof,  and requests that
certificates for such securities be issued in the name of, and delivered to:


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

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

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


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

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

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

                                Dated:  _____________________________

                                By: _________________________________
                                        Print Name

                                _____________________________________
                                Signature

Address:

____________________________

____________________________