Exhibit 4.5

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES   ACT"),  OR  THE  SECURITIES  LAWS  OF  ANY  STATE  OR  OTHER
JURISDICTION.  HOLDER MAY NOT OFFER,  SELL,  PLEDGE OR OTHERWISE  TRANSFER  THIS
WARRANT,  OR ANY SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE OF THIS WARRANT,
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT
OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND
OTHER JURISDICTIONS,  AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
IT THAT SUCH TRANSACTION DOES NOT REQUIRE  REGISTRATION UNDER THE SECURITIES ACT
AND SUCH OTHER APPLICABLE LAWS.

                               Intelli-Check, Inc.

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

No. W-08042004-22                                                 125,000 Shares

      THIS CERTIFIES that, for value received, JMP Securities LLC, whose address
is 600 Montgomery Street,  San Francisco,  California 94411 (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,
125,000  shares of the  Company's  Common  Stock,  par value $0.001 per share ("
Common Stock" ), at a price of $5.40 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 Exercise  Price may be adjusted from time to time as  hereinafter  set
forth.  The  number of shares of Common  Stock  issuable  upon  exercise  of the
Warrants (the "Warrant Shares") are entitled to the benefits, and subject to the
obligations,  set forth in the  Purchase  Agreement  between the Company and the
Holder dated concurrently herewith.

<PAGE>

      1. Exercise Price,  Exercise Period and Possible Mandatory Exercise.  This
Warrant  may be  exercised  at any time or from time to time  during  the period
commencing  on  August 9,  2005 and  ending  on  August  9, 2010 (the  "Exercise
Period").  Notwithstanding  the  foregoing,  the Company may,  commencing on the
third  anniversary of the Closing Date,  require the exercise of any outstanding
Warrants if the Current  Market Price (as  hereinafter  defined) is equal to, or
greater than, 175% of the Exercise  Price.

      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 or by means of
a cashless exercise pursuant to Section 2(c).

      (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.

      (c)  Cashless  Exercise.  If, but only if, at any time after one year from
the  date of  issuance  of  this  Warrant  there  is no  effective  Registration
Statement  registering  the resale of the  Warrant  Shares by the  Holder,  this
Warrant may also be exercised at such time by means of a " cashless exercise" in
which the Holder  shall be entitled to receive a  certificate  for the number of
Warrant  Shares equal to the quotient  obtained by dividing  [(A-B) (X)] by (A),
where:

      (A) = the Current Market Price (as hereinafter defined) on the trading day
      preceding the date of such election;

      (B) = the Exercise Price of the Warrants, as adjusted; and

      (X) = the number of Warrant Shares  issuable upon exercise of the Warrants
      in accordance with the terms of this Warrant.


                                       2
<PAGE>

      (d) Issuance of Certificates.  In addition to all other available remedies
at law or in  equity,  if the  Company  fails to  deliver  certificates  for the
Warrant  Shares  within five (5) business  days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to 1% of the number of Warrant  Shares that the holder is entitled to multiplied
by the  Current  Market  Price (as  hereinafter  defined)  for each day that the
Company fails to deliver  certificates for the Warrant Shares.  For example,  if
the holder is entitled to 100,000 Warrant Shares and the Current Market Price is
$2.00,  then the  Company  shall pay to the holder  $2,000 for each day that the
Company fails to deliver  certificates for the Warrant Shares. The Penalty shall
be paid to the holder by the fifth (5th) day of the month following the month in
which it has accrued.

      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.

      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.


                                       3
<PAGE>

      (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 SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE " SECURITIES  ACT" ), OR THE SECURITIES LAWS OF ANY
            STATE  OR  OTHER  JURISDICTION.  THE  SHARES  MAY NOT BE
            OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED EXCEPT
            (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
            SECURITIES   ACT  OR  (2)   PURSUANT  TO  AN   EFFECTIVE
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
            CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES LAWS
            OF THE STATES AND OTHER  JURISDICTIONS,  AND IN THE CASE
            OF A TRANSACTION  EXEMPT FROM  REGISTRATION,  UNLESS THE
            COMPANY HAS  RECEIVED  AN OPINION OF COUNSEL  REASONABLY
            SATISFACTORY  TO  IT  THAT  SUCH  TRANSACTION  DOES  NOT
            REQUIRE  REGISTRATION  UNDER THE SECURITIES ACT AND SUCH
            OTHER APPLICABLE LAWS."

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.


                                       4
<PAGE>

      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) If, prior to the third  anniversary  of the Closing Date, 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  Exercise  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 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 to a price
equal to the price paid per share for such new securities.

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 Exercise 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,


                                       5
<PAGE>

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 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.

      (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 August 9, 2005,  unless the
conversion or exercise price thereof is changed after August 9, 2005 (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.


                                       6
<PAGE>

      (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.

      (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).


                                       7
<PAGE>

      (d)  Whenever  the  Exercise  Price is  adjusted as herein  provided,  the
Company  shall  promptly  cause a notice of the  adjusted  Exercise  Price to be
mailed to each Holder.

      (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 Section 2 or this Section 6,
the "Current Market Price" per share of Common Stock on any date shall be deemed
to be the  closing  price of a single  share of Common  Stock on the trading day
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) 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.


                                       8
<PAGE>

      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. 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,  facsimile, or by registered
or certified mail, return receipt requested, as follows:

      If to Holder:     JMP Securities LLC
                        600 Montgomery Street
                        San Francisco, California 94411
                        Attn:  David Fullerton

      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.

      12.  Remedies.  The  Company  stipulates  that the  remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are not and  will not be  adequate  and  that,  to the  fullest  extent
permitted by law,  such terms may be  specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against a violation of any of the terms hereof or otherwise.


                                       9
<PAGE>

      13.  Amendment  and Waiver.  Except as  otherwise  provided  herein,  this
Warrant may not be  modified or amended  except  pursuant  to an  instrument  in
writing  signed by the  Company  and the  holder of the  Warrant.  No  provision
hereunder  may be waived  other  than in a written  instrument  executed  by the
waiving party. Dated: August 9, 2005 Intelli-Check, Inc.

                                    -----------------------
                                    By: Frank Mandelbaum
                                    Chief Executive Officer


                                       10
<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.


                                       11
<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 in accordance with the terms thereof, and tenders herewith
payment of the exercise  price in full,  together with all  applicable  transfer
taxes, if any.

Payment shall take the form of (check applicable box):

      [ ] in lawful money of the United States; or

      [ ] the cancellation of such number of Warrant Shares as is necessary,  in
      accordance  with the formula set forth in Section  2(c),  to exercise this
      Warrant with respect to the maximum number of Warrant  Shares  purchasable
      pursuant to the cashless exercise procedure set forth in subsection 2(c).

      The undersigned  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:

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

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