Software License and Strategic Alliance Agreement



                                     between



                               Intelli-Check, Inc.



                                       and



                              SiVault Systems, Inc







                            Effective as of EXECUTION



                   Relating to ID-Check Verification Software


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                           SOFTWARE LICENSE AGREEMENT

                                TABLE OF CONTENTS


ARTICLE  I  -  RIGHT  TO  USE  LICENSED  SOFTWARE

1.01   Grant  of  Right
1.02   Furnishing  of  LICENSED  SOFTWARE
1.03   Ownership
1.04   Non-Transmission
1.05   U.S.  Export  Control



ARTICLE  II  -  FEES

2.01   Initial  and  Additional  Fees
2.02   Payments
2.03   Taxes

ARTICLE  III  -  TERMINATION

3.01   Termination
3.02   Survival

ARTICLE  IV  -  MISCELLANEOUS  PROVISIONS

4.01   Agreement  Prevails
4.02   Disclaimer
4.03   Nothing  Construed
4.04   Confidentiality
4.05   Publicity
4.06   Nonassignability
4.07   Addresses
4.08   Integration
4.09   Choice  of  Law


DEFINITIONS  APPENDIX

APPENDIX  A


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                           SOFTWARE LICENSE AGREEMENT


Effective  as  of  EXECUTION*,  Intelli-Check  Inc.,  a  Delaware  corporation,
("Intelli-Check"),  having  an  office at 246 Crossways Park West, Woodbury, New
York  11797  and SiVault Systems, Inc, a Nevada corporation, ("Licensee") having
an  office  at  500  Fifth  Avenue,  New  York,  N.Y.  10110,  agree as follows:

                                    ARTICLE I

                         RIGHT TO USE LICENSED SOFTWARE

1.01  Grant  of  Right

     (a)     Intelli-Check  grants  to  Licensee a personal, nontransferable and
nonexclusive  right to use the LICENSED SOFTWARE in the SYSTEM.  As an attribute
of  this  right, Licensee may furnish the SYSTEM, either directly or through its
distributors  ("customers")  in  the United States and Canada, solely for use in
connection  with its sale of its signature verification technology.  No right is
granted  to  make  any  changes to the LICENSED SOFTWARE.  However, Licensee may
make  changes  to  other  software  and/or  hardware  in  the  SYSTEM.

     (b)     Licensee's  rights  as  set forth in Section 1.01(a) are contingent
upon Licensee obtaining an agreement in writing from each customer, before or at
the  time  of  furnishing  each  copy  of  the  LICENSED  SOFTWARE,  that:

          (1) only a personal, nontransferable and nonexclusive right to use the
     copy  of  the  LICENSED SOFTWARE in the furnished SYSTEM is granted to such
     customer;

          (2)  no  ownership interest in the LICENSED SOFTWARE is transferred to
     such  customer;

          (3)  such  customer  will  not  copy  the LICENSED SOFTWARE, except as
     necessary  to  use  the  same  in  the furnished SYSTEM, and for backup and
     archive  purposes  in  connection  with  such use, and each such copy shall
     contain  any  copyright  notice  or  notices;

          (4)  if  a  customer's right-to-use is terminated for any reason, such
     customer  will  either destroy or return all copies of LICENSED SOFTWARE in
     its  possession;

          (5)  such  customer  will  not transfer LICENSED SOFTWARE to any other
     party  except,  as  authorized  in  writing  by  LICENSEE;


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          (6)  such  customer  will  not  export or re-export LICENSED SOFTWARE;

          (7) such customer will not reverse compile or disassemble the LICENSED
     SOFTWARE;  and

          (8)  Intelli-Check  does  not  warrant the LICENSED SOFTWARE, does not
     assume any liability regarding the LICENSED SOFTWARE and does not undertake
     to  furnish  any  support  or  information  regarding the LICENSED SOFTWARE
     unless  provided  for  within  this  agreement.

     (c)     Licensee  shall use its best efforts to enforce the agreements with
its  customers  as  specified  in  this  Agreement.

     (d)     No  right  is  granted  for the use of the LICENSED SOFTWARE, other
than  as  set  forth  herein.

     (e)     Licensee  may  make those copies of the LICENSED SOFTWARE necessary
for  the  use  by Licensee for which rights are granted hereunder, provided that
each  such  copy contains any copyright or proprietary notice appearing on or in
the  LICENSED  SOFTWARE  being  copied.

     (f)     Licensee  agrees that it will not use or copy the LICENSED SOFTWARE
except  as  authorized  herein.

1.02  Furnishing  of  LICENSED  SOFTWARE

Intelli-Check  shall  furnish  the  LICENSED  SOFTWARE  to  Licensee  within  a
reasonable  time  (generally within 10 days after receipt of a bonafide purchase
order).

1.03  Ownership

No  ownership  interest  in  LICENSED  SOFTWARE is being transferred to Licensee
under  this  Agreement.

1.04  Non-Transmission

LICENSEE  agrees  that  it  will  not,  without  the  prior  written  consent of
Intelli-Check,  transmit,  directly  or  indirectly,  LICENSED  SOFTWARE  to any
country  outside  of  the  United  States  and  Canada.

1.05  U.S.  Export  Control

Licensee  hereby  assures  Intelli-Check that it will not directly or indirectly
use,  distribute,  transfer  or  transmit  all  or  any  portion of the LICENSED
SOFTWARE,  whether  alone  or  in  combination  with other products or equipment


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(including  other  software),  except  in  compliance  with U.S. export laws and
regulations  (the  "Export  Laws").  The obligations stated above in this clause
will  survive  the  expiration, cancellation or termination of this Agreement or
any  other  related  agreement.



                                   ARTICLE II

                                      FEES

2.01  Fees


     (a)          Licensee  shall  pay  to  Intelli-Check a fee of $475 for each
SYSTEM  that  uses  the LICENSED SOFTWARE. In addition, License will pay for any
hardware or other products and services offered by Intelli-Check as described in
appendix  A.

     (b)     Should  Licensee  desire  any  updates  and  modifications  to  the
LICENSED  SOFTWARE (to the extent that Intelli-Check makes the same commercially
available,  or  to  the extent that same are required to correct bugs or defects
brought  to  Intelli-Check's  notice  by  Licensee),  then Licensee shall pay an
annual  fee  per  Exhibit  attached  for  each  SYSTEM  that  uses  the LICENSED
SOFTWARE.  This  election  shall  be at the option of the LICENSEE.  If elected,
the  annual  fee  of  $150.00/SYSTEM  shall  be  paid on an annual basis for all
SYSTEMS  furnished  by  the LICENSEE after EXECUTION.  LICENSEE may not elect to
receive  updates and modifications on some but not all SYSTEMS.  In addition, if
Licensee  elects  not  to  receive  updates  and  modifications  to the LICENSED
SOFTWARE,  then  LICENSEE  shall  have  a  right  to  receive  such  updates and
modifications  at a later time upon notification in writing to Intelli-Check and
payment  of  unpaid  annual  fees  retroactive to the date the original Warranty
Period  expired.  The  first annual fee on a SYSTEM shall be paid along with the
fees  specified for this SYSTEM in Section 2.01(a).  Subsequent annual fees on a
SYSTEM  shall  be  paid on each anniversary date of the first annual fee payment
for  that  SYSTEM.  There  shall  be  no  credit  on  any  annual fee once paid.

     (c)   Should  licensee  require the Intelli-Check Data Capture Module (DCM)
for  use with the Licensed Software for parsing the encoding on Driver Licenses,
State and Provincial ID Cards and Military IDs, they will be provided at a price
of  $505,  which  does  not  include  any  power  supply  or  cable.

     (d)          Any  support or software modification requested, other than as
set forth above, will be handled on a consulting basis at a fee of $125 per hour
plus  out  of pocket expenses and other mutually acceptable terms and conditions
to be agreed upon by Intelli-Check and Licensee prior to the commencement of any
such  support  or  modification.


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     (e)          Licensee  shall  keep  full,  clear  and accurate records with
respect  to  each  SYSTEM furnished with the LICENSED SOFTWARE and shall furnish
any  information  which Intelli-Check may reasonably prescribe from time to time
to enable Intelli-Check to ascertain that it has been properly compensated under
this  Agreement.  Licensee shall retain such records for at least five (5) years
from  the  sale,  lease,  furnishing  or  putting  into  use  of  any  SYSTEM.
Intelli-Check  shall  have  the  right  through  its accredited auditors to make
examinations,  during normal business hours, of all records and accounts bearing
upon  the amounts of fees payable to it under this Agreement.  Prompt adjustment
shall  be  made  by  the  proper party to compensate for any errors or omissions
disclosed  by  any  such examination.  The cost of any examination shall be paid
for by Intelli-Check, unless the examination reveals an underpayment by Licensee
to  Intelli-Check  of  ten  percent  (10%)  or  more.

     (f)          Independent of any such examination, Intelli-Check will credit
to  Licensee the amount of any overpayment made in error which is identified and
fully  explained  in  a  written notice to Intelli-Check delivered within twelve
(12)  months  after  the  due  date  of  the payment which included such alleged
overpayment,  provided  that  Intelli-Check  is  able  to  verify,  to  its  own
satisfaction,  the  existence  and  extent  of  the  overpayment.

     (g)          No refund, credit or other adjustment of fee payments shall be
made by Intelli-Check except as provided in this Section 2.01.  Rights conferred
by  this  Section  2.01  shall not be affected by any statement appearing on any
check  or  other document, except to the extent that any such right is expressly
waived  or  surrendered by a party having such right and signing such statement.

     (h)          Within fifteen (15) days after the end of each monthly period,
Licensee  shall furnish to Intelli-Check a statement, certified by a responsible
official of Licensee, showing all SYSTEMS using the LICENSED SOFTWARE which were
furnished  or  put  into  use  during  such  period,  its  serial number, and an
identification of the associated customers, including the full name, address and
telephone  number.  If no SYSTEM which uses the LICENSED SOFTWARE was furnished,
that  fact  shall  be  shown  on  the  statement.

     (i)          Past due payments hereunder shall be subject to a late payment
charge  calculated  at  an  annual rate of three percentage points (3%) over the
prime  rate  (as  posted in New York City) during delinquency.  If the amount of
such  charge  exceeds the maximum permitted by law, such charge shall be reduced
to  such  maximum. Additionally, if Licensee overpays Intelli-Check for any fees
due  under  this  agreement,  and  notice  of  such  overpayment  is  given  to
Intelli-Check,  such  overpayment shall be immediately refunded by Intelli-Check
to  Licensee  plus  interest  which shall accrue on such overpayment at the same
rate stated above for the period from the date of the overpayment until the date
of  such  refund  thereof.


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2.02  Payments

Payments  to Intelli-Check shall be made in United States dollars to the address
specified  in  Section  4.07.  All payments are due within thirty (30) days from
date  of delivery of LICENSED SOFTWARE.  Any conversion to United States dollars
shall  be  at  the  prevailing rate for bank cable transfers on New York City as
quoted for the last day of such semiannual period by leading United States banks
in  New  York  City  dealing  in  the  foreign  exchange  market.

2.03  Taxes

     (a)     Licensee  shall  bear all taxes, duties, levies and similar charges
(and  any  related  interest  and  penalties),  however designated, imposed as a
result  of  the  existence  or  operation  of this Agreement, except (i) any tax
imposed  upon  Intelli-Check  in  a jurisdiction other than the United States if
such  tax  is  allowable  as  a credit against the United States income taxes of
Intelli-Check;  and (ii) any income tax imposed upon Intelli-Check by the United
States  or  any  governmental  entity  within  the United States (the fifty (50)
states  and  the District of Columbia).  In order for the exception contained in
(i)  to  apply,  Licensee must furnish Intelli-Check with evidence issued by the
taxing authority in such jurisdiction that such tax has been paid.  The evidence
must  be  furnished  within thirty (30) days of issuance by the taxing authority
and must be sufficient to satisfy United States taxing authorities that such tax
has  been  paid.

     (b)     If Licensee is required to bear a tax, duty, levy or similar charge
pursuant to (a) above, Licensee shall pay such tax, duty, levy or similar charge
and  any  additional  amounts  as  are  necessary to ensure that the net amounts
received  by  Intelli-Check  hereunder  after  all such payments or withholdings
equal  the  amounts  to  which  Intelli-Check  is  otherwise entitled under this
Agreement  as  if  such  tax,  duty,  levy  or  similar  charge  did  not apply.



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                                   ARTICLE III

                                   TERMINATION

3.01  Termination

     (a)     If  Licensee  fails to fulfill one or more of its obligations under
this  agreement,  Intelli-Check  may,  upon  its election and in addition to any
other remedies that it may have, at any time terminate all the rights granted by
it  hereunder  by  not  less  than  two  (2)  months' written notice to Licensee
specifying any such breach, unless within the period of such notice all breaches
specified  therein  shall  have  been  remedied.  Upon such termination Licensee
shall destroy all copies of LICENSED SOFTWARE in its possession and certify such
destruction in writing to Intelli-Check within thirty (30) days. In the event of
termination,  Intelli-Check  shall have no obligation to refund any amounts paid
it  pursuant  to  Section  2.01.

     (b)     In  the  event  of any breach of this agreement by Intelli-Check or
any  of  its  SUBSIDIARIES,  or of any loss or injury to LICENSEE arising out of
this  agreement,  for  which  Intelli-Check  or  its  SUBSIDIARIES  is liable to
Licensee (excluding breaches, losses and injuries arising out of infringement of
any  patent,  copyright  or trade secret), Intelli-Check's and its SUBSIDIARIES'
total  cumulative  liability  to  Licensee  for  all  such  breaches, losses and
injuries  shall  be  the lesser of (i) the actual value of the injury or loss to
Licensee  or  (ii)  the  total  fees  paid  to  Intelli-Check.

     (c)     Licensee  may  voluntarily  terminate its licenses and rights under
this  Agreement  at  any  time,  by providing Intelli-Check with sixty (60) days
written  notice  of  such termination.  In the event of a termination under this
paragraph  (c),  all rights to use or furnish the LICENSED SOFTWARE shall cease,
except  for SYSTEMS with the LICENSED SOFTWARE which are in Licensee's inventory
as  of the date of termination.  The fees specified in Section 2.01 shall be due
on  this inventory as of the end of the semi annual period immediately following
the  date  of  termination

3.02  Survival

The obligations of Licensee under Sections 1.04, 1.05 and 4.04 shall survive and
continue  after  any  termination  of  rights  under  this  agreement.


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                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

4.01  Agreement  Prevails

This  agreement  shall prevail notwithstanding any conflicting terms or legends,
which  may  appear  on  or  in  LICENSED  SOFTWARE.

4.02  Disclaimer  and  Limitation  of  Warranties

     (a)     Intelli-Check  and  its  affiliates  make  no  representations  or
warranties,  other  than as expressly set forth in this agreement (including its
Appendices).  By  way  of  example  but not of limitation, Intelli-Check and its
affiliates  make  no representations or warranties of merchantability or fitness
for  any  particular  purpose.

     (b)     If  a  third  party  claims  that  the  LICENSED  SOFTWARE directly
infringes  any  U.S.  patent, copyright, or trade secret, Intelli-Check will (as
long  as  Licensee is not in default under this agreement or any other agreement
with  Intelli-Check)  defend  Licensee  against  such  claim  at Intelli-Check's
expense  and pay all damages that a court finally awards, provided that Licensee
promptly  notifies  Intelli-Check  in  writing  of  the  claim,  and  allows
Intelli-Check  to  control, and cooperates with Intelli-Check in, the defense or
any  related  settlement  negotiations.  If  such  a  claim  is  made or appears
possible,  Intelli-Check  shall,  at  its option, promptly either (i) secure for
Licensee  the  right to continue to use the LICENSED SOFTWARE, or (ii) modify or
replace  the  LICENSED  SOFTWARE  so that it is non-infringing but equivalent in
performance,  functions  and  interface  to  the  original  LICENSED  SOFTWARE;
provided, however, that  if Intelli-Check and Licensee agree that neither of the
foregoing  two options is reasonably available, then  Intelli-Check shall refund
to Licensee  all amounts previously paid by Licensee  under this agreement, and,
upon  receipt  of  such  refund,  Licensee shall return the LICENSED SOFTWARE to
Intelli-Check.  However,  Intelli-Check has no obligation for any claim based on
a  version  of  the LICENSED SOFTWARE which is modified by any entity other than
Intelli-Check  or  based  on  the combination, operation, or use of the LICENSED
SOFTWARE  with  any  product,  data, or apparatus not provided by Intelli-Check.
THIS PARAGRAPH STATES INTELLI-CHECK'S ENTIRE OBLIGATION TO LICENSEE WITH RESPECT
TO  ANY  CLAIM  OF  INFRINGEMENT.

     (c)     The  Licensed  Software complies to specifications, as contained in
Appendix  A,  in  all  material  respects.   However, Intelli-Check specifically
makes  no  representation  or  warranty  as  to  the performance of the Licensed
Software  with  the  System.

4.03  Nothing  Construed

Nothing  contained  herein  shall  be  construed  as:


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     (i)  conferring by implication, estoppel or otherwise, any license or right
     to  use  any name, trade name, trademark, service mark, symbol or any other
     identification  or  any  abbreviation,  contraction  or simulation thereof;

     (ii)  an  obligation upon Intelli-Check or any of its affiliates to furnish
     any  person,  including Licensee, any assistance of any kind whatsoever, or
     any  information  or documentation other than the LICENSED SOFTWARE and any
     updates  and  modifications  pursuant  to  Section  2.01  (b)  above.

4.04  Confidentiality

     (a)     Licensee  agrees  to  hold  all  parts  of  LICENSED  SOFTWARE  in
confidence  for  Intelli-Check.  Licensee  further  agrees  not  to  make  any
disclosure of LICENSED SOFTWARE (including methods or concepts utilized therein)
to  anyone, except to employees of Licensee to whom such disclosure is necessary
to  the  use  for  which  rights  are  granted  hereunder.

     (b)     Licensee  shall appropriately notify all employees to whom any such
disclosure  is made that such disclosure is made in confidence and shall be kept
in  confidence  by  them.

     (c)     Licensee  agrees not to disassemble or reverse compile the COMPUTER
PROGRAMS  in  the  LICENSED  SOFTWARE.

     (d)     Licensee's  obligations  under this Section 4.04 shall not apply to
any  information  relating to LICENSED SOFTWARE (including any method or concept
utilized  therein)  that:

     (i)  is  or  becomes available without restriction to the general public by
     acts  not  attributable  to  Licensee  or  its  employees,

     (ii)  was  rightfully  in  Licensee's  possession  without  limitation  on
     disclosure  before  disclosure  hereunder  to  Licensee,  or

     (iii)  is  rightfully  disclosed  to  Licensee  by  a  third  party without
     restrictions  on  disclosure.

4.05  Publicity

Licensee  agrees  that  it  will  not,  without  the prior written permission of
Intelli-Check:

     (i)  use  in  advertising,  publicity, packaging, labeling or otherwise any
     trade  name,  trademark,  trade  device,  service mark, symbol or any other
     identification or any abbreviation, contraction or simulation thereof owned


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     by  Intelli-Check  or any of its affiliates or used by Intelli-Check or any
     of  its affiliates to identify any of its or their products or services; or

     (ii)  represent,  directly  or  indirectly,  that any product or service of
     Licensee  is a product or service of Intelli-Check or any of its affiliates
     or  is made in accordance with or utilizes any information or documentation
     of  Intelli-Check  or any of its affiliates, except as provided for in this
     agreement.

4.06  Nonassignability

The parties hereto have entered into this agreement in contemplation of personal
performance by Licensee and intend that the rights granted to Licensee hereunder
not  extend  to  other entities without Intelli-Check's express written consent.
Accordingly, neither this agreement nor any of Licensee's rights hereunder shall
be  assignable  or transferable (in insolvency proceedings or otherwise) without
such  consent.

4.07  Addresses

     (a)     (a)     Any  notice  or  other  communication  hereunder  shall  be
sufficiently  given  to  SiVault  Systems,  Inc.  when  sent  by  certified mail
addressed  to the Chief Financial Officer or any other specified company officer
subsequently  identified  by  SiVault  Systems at 500 Fifth Avenue, New York, NY
10110,  or to Intelli-Check when sent by certified mail addressed to Ed Winiarz,
Intelli-Check, Inc., 246 Crossways Park West, Woodbury, New York 11797.  Changes
in the individuals to be notified and such addresses may be specified by written
notice.


     (b)     Payments  by  the  Licensee  shall  be  made  to  Intelli-Check  at
Intelli-Check,  Inc.,  246  Crossways Park West, Woodbury, New York 11797, Attn:
Accounting  Department.  Changes  in such address or account may be specified by
written  notice.

4.08  Integration

This  agreement  sets  forth  the entire agreement and understanding between the
parties as to the subject matter hereof and merges all prior discussions between
them.  Neither  of  the parties shall be bound by any warranties, understandings
or  representations  with respect to such subject matter other than as expressly
provided  herein,  in prior written agreements, or in a writing executed with or
subsequent to the execution of this agreement by an authorized representative of
the  party  to  be  bound  thereby.

4.09  Choice  of  Law

The  parties  agree  that  the  law  of the State of New York shall apply in any
dispute  arising  with  respect  to  this  agreement.


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IN WITNESS WHEREOF, each of the parties has caused this agreement to be executed
in  duplicate originals by its duly authorized representatives on the respective
dates  entered  below.

Intelli-Check,  Inc.                         SiVault  Systems,  Inc.

By:  /s/ Frank Manelbaum                     By: /s/ Emilian Elefteratos

Title:  CEO                                  Title: CEO

Date:   8/24/2004                            Date: 8/24/2004

              THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY
                IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
                         REPRESENTATIVES OF BOTH PARTIES


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                              DEFINITIONS APPENDIX


CPU  means  central  processing  unit.

COMPUTER  PROGRAM  means  any  object-code  instruction  or  plurality  of  such
instructions  for  controlling  the  operation  of  a  CPU.

EXECUTION  means  the  date  the  last  party  signs  this  Agreement.

LICENSED  SOFTWARE  means  all  or  any  portion  of  the  COMPUTER  PROGRAM and
supporting  files  designated  by Intelli-Check as of EXECUTION as the "ID-Check
Verification  Software."  LICENSED  SOFTWARE  shall be in a DLL format and shall
comply  with  the  specifications  as  previously  provided.  LICENSED  SOFTWARE
includes updates and modifications to such software, to the extent that they are
made  commercially available by Intelli-Check, for so long as the fees specified
in  Section  2.01(b)  are  paid.

SUBSIDIARY  of  a  company  means  a  corporation  or other legal entity (i) the
majority  of  whose  shares or other securities entitled to vote for election of
directors  (or  other managing authority) is now or hereafter controlled by such
company  either  directly or indirectly; or (ii) which does not have outstanding
shares  or  securities but the majority of whose ownership interest representing
the  right  to manage such corporation or other legal entity is now or hereafter
owned and controlled by such company either directly or indirectly; but any such
corporation  or  other  legal  entity shall be deemed to be a SUBSIDIARY of such
company  only  as  long  as  such  control  or  ownership  and  control  exists.

SYSTEM  means that combination of hardware and software offered by Licensee that
Intelli-Check's  LICENSED  SOFTWARE  will  run on and designated as "___________
System;"  such system being adapted for use by customers.  Other combinations of
software  and  hardware  furnished by Licensee may be deemed to be a SYSTEM upon
Intelli-Check's  written  approval.

SOFTWARE  UPGRADE  SUPPORT  means  Intelli-Check  will  provide updated LICENSED
SOFTWARE  for  the  processing  on  new  jurisdiction  formats  as Intelli-Check
develops  and  commercially releases these updates, as expressly provided for in
Section  1.0  in  this  agreement.


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