<PAGE>

Exhibit 10.1


                     INTELLECTUAL PROPERTY LICENSE AGREEMENT



                                     BETWEEN



                               INTELLI-CHECK, INC.



                                       AND



                                  CARDCOM, INC.








                         EFFECTIVE AS OF MARCH 12, 2003







                      RELATING TO AGE VERIFICATION PRODUCTS

<PAGE>


INTELLI-CHECK - CARDCOM

                            PATENT LICENSE AGREEMENT

                                TABLE OF CONTENTS

ARTICLE I - GRANTS OF LICENSES

1.01         Grant
1.02         Duration
1.03         Publicity

ARTICLE II - ROYALTY AND PAYMENTS

2.01         Royalty Calculation
2.02         Accrual
2.03         Records and Adjustments
2.04         Reports and Payments

ARTICLE III - TERMINATION

3.01         Breach
3.02         Voluntary Termination
3.03         Survival

ARTICLE IV - MISCELLANEOUS PROVISIONS

4.01         Disclaimer
4.02         Nonassignability
4.03         Addresses
4.04         Taxes
4.05         Choice of Law
4.06         Integration
4.07         Releases
4.08         Acknowledgment of Validity
4.09         Counterparts


DEFINITIONS APPENDIX

                                       i
<PAGE>



INTELLI-CHECK - CARDCOM

                     INTELLECTUAL PROPERTY LICENSE AGREEMENT


Effective as of March 12,  2003,  Intelli-Check  Inc.,  a Delaware  corporation,
("INTELLI-CHECK"),  having an office at 246 Crossways Park West,  Woodbury,  New
York 11797 and  Cardcom,  Inc., a California  corporation  ("the  CORPORATION"),
having an office at 6301  Beach  Blvd Ste 216,  Buena  Park,  CA 90621  agree as
follows*:


                                    ARTICLE I

                               GRANTS OF LICENSES

1.01 GRANT

(a)  INTELLI-CHECK  grants  to the  CORPORATION  under  INTELLI-CHECK's  PATENTS
personal,  nonexclusive  and  nontransferable  licenses to make, have made, use,
sell,  offer  to  sell,  lease  and  import  AGE  VERIFICATION  PRODUCTS  in THE
TERRITORY.

(b) The licenses  granted in this  Section 1.01 extend only to AGE  VERIFICATION
products and not to other products.

1.02 DURATION

All licenses  granted  herein shall  commence on the effective date and continue
for the LICENSE PERIOD.  At the expiration of the LICENSE  PERIOD,  all licenses
granted  herein  shall  terminate.   Notwithstanding   the  foregoing,   if  the
CORPORATION  desires  that  the  licenses  granted  herein  continue  after  the
expiration of the LICENSE PERIOD, the CORPORATION shall notify  INTELLI-CHECK in
writing of this desire at least ninety (90) days prior to the end of the LICENSE
PERIOD.  Upon receiving such notice,  the parties agree to enter into good faith
negotiations  for the terms and conditions of a "New  Agreement"  which would be
effective upon the expiration of the LICENSE PERIOD and under which the licenses
and rights granted by  INTELLI-CHECK  to the CORPORATION  herein would continue.
However,  it is understood that all negotiations  relative to this New Agreement
shall be concluded by the end of the LICENSE PERIOD and INTELLI-CHECK shall have
no obligations to continue  negotiations  with the CORPORATION  after the end of
the LICENSE PERIOD.




--------
*ANY TERM IN CAPITAL LETTERS WHICH IS DEFINED IN THE DEFINITIONS  APPENDIX SHALL
HAVE THE MEANING SPECIFIED THEREIN.



                                       1
<PAGE>

INTELLI-CHECK-CARDCOM

1.03 PUBLICITY

Nothing in this Agreement  shall be construed as conferring upon the CORPORATION
any right to include in advertising,  packaging or other  commercial  activities
related to any product or service,  any  reference to  INTELLI-CHECK,  its trade
names,  trademarks  or service  marks in a manner which would be likely to cause
confusion or to indicate that such product or service is in any way certified by
INTELLI-CHECK.

Upon EXECUTION, the CORPORATION agrees to cease all advertisements that state or
imply  that any of its  products  provide  document  verification,  or  document
authentication,  or the like. It shall be  permissible  for the  CORPORATION  to
advertise  that  any  product   provides  age   verification  so  long  as  such
advertisement does not claim that such product provides document verification or
document authentication.


                                   ARTICLE II
                              ROYALTY AND PAYMENTS

2.01 ROYALTY CALCULATION


(a) In  consideration  of the rights  granted  herein under  Section  1.01,  the
CORPORATION agrees to pay INTELLI-CHECK a royalty equal to the lesser of:

              (i) ten percent  (10%)  applied to the NET SALES PRICE of each AGE
VERIFICATION PRODUCT which is sold, leased or put into use by the CORPORATION.

              (ii) One hundred  and  thirty-five  United  States  dollars  (U.S.
$135.00) for each AGE VERIFICATION PRODUCT which is sold, leased or put into use
by the CORPORATION.

(b) In  further  consideration  of the  licenses  and  rights  granted  in  this
Agreement,  the CORPORATION agrees to provide contract manufacturing and product
development for INTELLI-CHECK under terms and conditions to be incorporated in a
written "Contract Manufacturing Agreement".  This written Contract Manufacturing
Agreement  shall include a provision  allowing for termination in the event of a
material breach and further  including  "notice and cure  provisions" The notice
provision  shall  provide  that if a party  considers  the other  party to be in
material breach of its obligations under the Contract  Manufacturing  Agreement,
such party ("the notifying party") shall inform the other party of this position
in a writing  which shall specify the nature of the breach.  The cure  provision
shall then give such other party a period of not less than  forty-five (45) days
from the date of the  notice to cure the  breach  and if the breach is not cured
within the forty-five day

                                       2

<PAGE>

INTELLI-CHECK-CARDCOM

period,  the  notifying  party may hold the other  party to be in default of its
obligations under the Contract Manufacturing  Agreement.  Any such manufacturing
and/or product development shall arise only upon INTELLI-CHECK's  election, such
election being communicated in writing to the CORPORATION.  INTELLI-CHECK  shall
have no liability to the  CORPORATION  if  INTELLI-CHECK  decides not to use the
CORPORATION for contract manufacturing and/or product development.

2.02 ACCRUAL

(a) Royalty shall accrue on any AGE  VERIFICATION  PRODUCT upon its  manufacture
and shall become payable upon the first sale,  lease or putting into use of such
product.  (Rebuilding or enlarging any product,  but not repair, shall be deemed
to be a first  putting  into use of such product  Repair of an AGE  VERIFICATION
PRODUCT is the  replacement  of a worn out or broken part in such product or the
replacement  of this  entire  product  such  that (i)  there is no change in the
functionality or capability of the product from that originally  provided by the
CORPORATION  and (ii) there is no charge for such  service  other than  shipping
and/or taxes. Rebuilding or enlarging of an AGE VERIFICATION PRODUCT is a change
to such product other than repair.)  Obligations to pay accrued  royalties shall
survive termination of licenses and rights pursuant to Article III.

(b) Notwithstanding any other provisions hereunder,  royalty shall accrue and be
payable only to the extent that enforcement of the  CORPORATION's  obligation to
pay such royalty would not be prohibited by applicable law.

2.03 RECORDS AND ADJUSTMENTS

The CORPORATION  shall keep full, clear and accurate records with respect to all
AGE VERIFICATION  PRODUCTS and shall furnish any information which INTELLI-CHECK
may reasonably  prescribe from time to time to enable INTELLI-CHECK to ascertain
the proper  royalty due  hereunder on account of products  sold,  leased and put
into use by the  CORPORATION.  The  CORPORATION  shall  retain such records with
respect to each AGE  VERIFICATION  PRODUCT  for at least five (5) years from the
sale,  lease or  putting  into  use of such  product.  After  14  days'  notice,
INTELLI-CHECK  shall have the right through its  accredited  auditors to make an
examination,  during normal business hours, of all records and accounts  bearing
upon the amount of royalty payable to it hereunder.  Prompt  adjustment shall be
made to compensate  for any errors or omissions  disclosed by such  examination.
All  documents,  materials and  information  provided by the  CORPORATION to the
auditors shall be kept confidential. INTELLI-CHECK will pay for the costs of any
audit unless such audit reveals  underpayment  by the CORPORATION of ten percent
(10%) or more, in which case the CORPORATION  shall reimburse  INTELLI-CHECK for
the costs of any audit.

                                       3


<PAGE>

INTELLI-CHECK-CARDOM

2.04 REPORTS AND PAYMENTS

(a) Within fifteen (15) days after the end of each quarter ending on March 31st,
June 30th,  September  30th and December 31st of each calendar  year,  beginning
with the quarter in which this  Agreement  is executed by the  CORPORATION,  the
CORPORATION  shall furnish to INTELLI-CHECK at the address  specified in Section
4.03 a statement certified by a responsible  official of the CORPORATION showing
in a reasonable manner:

           (i) all AGE VERIFICATION PRODUCTS which were sold, leased or put into
               use during such quarter;

           (ii) the NET SALES PRICE of each such product; and

           (iii) the amount of royalty payable thereon.

If no AGE  VERIFICATION  PRODUCT has been so sold,  leased or put into use,  the
statement  shall show that fact.  The first  quarterly  report shall  include an
accounting and royalties for AGE  VERIFICATION  PRODUCTS in that quarter as well
as an accounting  and royalty  payment for such products from the effective date
of this Agreement to the beginning of that quarter. All such statements shall be
kept confidential.

(b) No  later  than  fifteen  (15)  days  after  the  end of each  quarter,  the
CORPORATION  shall pay in United States dollars to  INTELLI-CHECK at the address
specified  in  Section  4.03 the  royalties  payable  in  accordance  with  such
statement.

(c)  Overdue  payments  hereunder  shall be  subject  to a late  payment  charge
calculated at an annual rate of three percentage points (3%) over the prime rate
or successive  prime rates (as posted in New York City) during  delinquency.  If
the amount of such late  payment  charge  exceeds the maximum  permitted by law,
such charge shall be reduced to such maximum.


                                   ARTICLE III

                                   TERMINATION

3.01 BREACH

(a) In the event of a  material  breach of this  Agreement  by the  CORPORATION,
INTELLI-CHECK  may, in addition to any other  remedies  that it may have, at any
time  terminate all licenses and rights granted by it hereunder by not less than
one (1) month's written notice specifying such breach,  unless within the period
of such notice all breaches  specified  therein shall have been  remedied.  If a
written




                                       4


<PAGE>

INTELLI-CHECK-CARDOM

Contract Manufacturing  Agreement,  as referenced in Section 2.01(b) is executed
by  both  parties  and  the  CORPORATION  then  materially  breaches  any of its
obligations under the Contract Manufacturing Agreement,  then INTELLI-CHECK,  at
its sole option,  shall have the right to terminate all licenses and rights that
it has granted to the CORPORATION under this Agreement.

(b) In the event of any material breach of this Agreement by INTELLI-CHECK or of
any loss or injury to the CORPORATION  arising out of this Agreement,  for which
INTELLI-CHECK  is liable to the  CORPORATION,  INTELLI-CHECK's  total cumulative
liability to the CORPORATION for all such breaches, losses and injuries shall be
the lesser of (i) the actual value of the injury or loss to the  CORPORATION  or
(ii) the total royalties paid to INTELLI-CHECK.

3.02 VOLUNTARY TERMINATION

Upon EXECUTION, the CORPORATION shall have no right to voluntarily terminate its
licenses and rights under this Agreement unless:

       (i) all claims of U.S. Patent No. 6,463,416 are declared to be invalid by
a final judgment of a U.S. Federal Court; or

       (ii) this  Agreement is not terminated by  INTELLI-CHECK  pursuant to the
provisions of this Agreement and nevertheless  INTELLI-CHECK brings suit against
the  CORPORATION  alleging  infringement of  INTELLI-CHECK'S  PATENTS during the
LICENSE PERIOD.

3.03 SURVIVAL

Any termination of licenses and rights of the  CORPORATION  under the provisions
of this  Article  III shall not affect the  CORPORATION's  licenses,  rights and
obligations  with  respect to any AGE  VERIFICATION  PRODUCT  made prior to such
termination.


                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

4.01 DISCLAIMER

INTELLI-CHECK  MAKES NO  REPRESENTATIONS,  EXTENDS ANY  WARRANTIES  OF ANY KIND,
ASSUMES ANY  RESPONSIBILITY  OR  OBLIGATIONS  WHATEVER,  OR CONFERS ANY RIGHT BY
IMPLICATION,  ESTOPPEL OR  OTHERWISE,  OTHER THAN THE LICENSES AND RIGHTS HEREIN
EXPRESSLY GRANTED.




                                       5


<PAGE>

INTELLI-CHECK-CARDOM


4.02 NONASSIGNABILITY

(a)  INTELLI-CHECK  has entered into this Agreement in contemplation of personal
performance  by the  CORPORATION  and  it is  INTELLI-CHECK's  intention  that a
transfer   of  the   CORPORATION's   licenses   or  rights  not  occur   without
INTELLI-CHECK's   express  written   consent  and  any  such  transfer   without
INTELLI-CHECK's  written consent shall be null and void.  INTELLI-CHECK shall be
under no obligation whatsoever to grant its consent.

(b) The licenses and rights granted by  INTELLI-CHECK  to the CORPORATION  shall
immediately  terminate  if there is a change in  ownership  of a majority of the
shares of the CORPORATION at any time during the LICENSE PERIOD.

4.03 ADDRESSES

(a) Any notice or other  communication  hereunder shall be sufficiently given to
the  CORPORATION  when sent by  certified  mail  addressed  to Mitch Shin at the
CORPORATION's  office  above  specified,  or to  INTELLI-CHECK  addressed  to Ed
Winiarz at INTELLI-CHECK's office above specified. Changes in such addresses may
be specified by written notice.

(b) Payments by the CORPORATION  shall be made by check to  INTELLI-CHECK at its
offices  above  specified,  Attention:  Ed Winiarz.  Changes in such  address or
account may be specified by written notice.

4.04 TAXES

The CORPORATION  shall pay any tax, duty,  levy,  customs fee, or similar charge
("taxes"), including interest and penalties thereon, however designated, imposed
as a  result  of the  operation  or  existence  of  this  Agreement  except  for
INTELLI-CHECK's  U.S.  income taxes (both federal and state).  The provisions of
Section 4.04 shall only apply to the CORPORATION's business activities.

4.05 CHOICE OF LAW AND VENUE

The parties are familiar  with the  principles of New York  commercial  law, and
desire  and agree that the law of New York shall  apply in any  dispute  arising
with respect to this Agreement.  Further, any proceeding brought by either party
arising from this agreement shall be venued in New York City.

4.06 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 or in a writing signed with or subsequent to execution hereof by
an authorized representative of the party to be bound thereby.



                                       6


<PAGE>


INTELLI-CHECK-CARDOM

4.07 RELEASES

Effective  upon  EXECUTION,   INTELLI-CHECK  hereby  releases  the  CORPORATION,
including  its  officers,   employees  and   shareholders,   and  all  customers
(purchasers  and users),  suppliers  and  distributors  of products of the kinds
herein  licensed as of the effective  date hereof to the  CORPORATION,  from all
claims,  demands and rights of action which INTELLI-CHECK may have on account of
any  infringement  or alleged  infringement  of the patents  licensed  herein by
reason of the manufacture or any past or future use, lease,  sale, offer to sell
or  importation  of any of such  products  which,  prior to the  effective  date
hereof,  were made,  sold,  used,  offered  for sale,  leased or imported by the
CORPORATION.   Effective  upon  EXECUTION,   the  CORPORATION   hereby  releases
INTELLI-CHECK,  including its  officers,  employees  and  shareholders,  and all
customers  (purchasers and users),  suppliers and distributors of any product or
service used or furnished by INTELLI-CHECK,  from all claims, demands and rights
of action  which the  CORPORATION  may have on  account of any  infringement  or
alleged  infringement  of any patent by reason of the manufacture or any past or
future  use,  lease,  sale,  offer to sell or  importation  of any of product or
service,  which,  prior to the effective date hereof,  were used or furnished by
INTELLI-CHECK.

4.08 ACKNOWLEDGMENT OF VALIDITY

The CORPORATION  hereby expressly  acknowledges in all respects the validity and
enforceability of INTELLI-CHECK's  PATENTS and the CORPORATION's  obligations to
pay  royalties  as  specified  herein  for the  LICENSE  PERIOD  shall  continue
notwithstanding  the fact that  INTELLI-CHECK's  PATENTS are held invalid and/or
unenforceable in any proceeding after EXECUTION,  except that the  CORPORATION's
royalty obligations shall terminate if the CORPORATION's licenses and rights are
terminated in accordance with Section 3.02. The CORPORATION  also agrees that it
shall not in any way challenge, or assist others in challenging, the validity or
enforceability of INTELLI-CHECK's  PATENTS.  The provisions of this Section 4.09
shall survive (i) any  termination of the licenses and rights granted under this
Agreement  as  provided  for in this  Agreement  or (ii) the  expiration  of the
LICENSE PERIOD.

4.09 COUNTERPARTS.

This Agreement may be executed in multiple counterparts,  each of which shall be
deemed an original but all of which together  shall  constitute one and the same
instrument.



                                       7


<PAGE>


INTELLI-CHECK-CARDOM



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.


             By:   /s/ Frank Mandelbaum
                 -------------------------------------------------------------


             Title:  Chief Executive Officer
                    ----------------------------------------------------------


             Date:    6-19-03
                   -----------------------------------------------------------


             CARDCOM, INC.


             By:    /s/ Mitch C. Shin
                 -------------------------------------------------------------


             Title: President
                    ----------------------------------------------------------


             Date:  6-19-03
                   -----------------------------------------------------------


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



                                       8


<PAGE>


INTELLI-CHECK-CARDOM


                              DEFINITIONS APPENDIX

GENERAL DEFINITIONS:

AGE  VERIFICATION  PRODUCTS  means  any  product  that  reads  information  on a
document,  such information being in human recognizable  and/or machine readable
form, and then performs an age calculation  based on the  information  read. AGE
VERIFICATION PRODUCTS may provide additional functionality but in no event shall
such products  include  DOCUMENT  VERIFICATION OR  AUTHENTICATION  PRODUCTS.  In
addition to the foregoing,  AGE VERIFICATION  PRODUCTS may provide the following
functions (i) calculate a checksum on all three tracks of any examined  document
for the  purpose  of  verifying  that the  magnetic  track  data  bits have been
correctly inputted, (ii) read the Issuer Identification Number or "IIN" or other
jurisdiction  identifying  data from any document and (iii)  determine the total
number  of bytes on a bar code or on  track 2 of a  document  having a  magnetic
stripe,  provided  that  (ii)  and  (iii)  are  used  for  the  purpose  of  age
verification  and  not  document  verification.   The  term  "product"  in  this
definition is not limited to form and includes, but is not limited to, hardware,
software,  firmware,  and any combination of the foregoing.  An AGE VERIFICATION
PRODUCT  may be  embodied  in either a unitary  structure  or a  combination  of
separate structures.  Further, for purposes of calculating  royalties under this
Agreement,  AGE  VERIFICATION  PRODUCTS  includes  any  attachment  or ancillary
device,  product,  or system intended for connection or use with one or more AGE
VERIFICATION PRODUCTS.


DOCUMENT  VERIFICATION OR  AUTHENTICATION  PRODUCTS means any product that reads
information on a document,  such information being in human recognizable  and/or
machine  readable  form,  and makes a  determination  of whether the document is
valid or  authentic.  A DOCUMENT  VERIFICATION  OR  AUTHENTICATION  PRODUCT  may
provide additional functionality and may encompass an AGE VERIFICATION PRODUCT.

EXECUTION means the date the last party signs this Agreement.

INTELLI-CHECK'S  PATENTS means U.S. Patent No. 6,463,416 ("the `416 Patent") and
any parent application and any continuation,  continuation-in-part,  divisional,
reissue of the `416 Patent and all foreign counterparts of any of the foregoing.
The  inclusion  of  patents  other  than the `416  Patent in the  definition  of
INTELLI-CHECK's  PATENTS  are only to the extent  that such other  patents  have
claims that cover AGE VERIFICATION PRODUCTS,  there being no intent to grant any
licenses  to  the   CORPORATION   with  respect  to  DOCUMENT   VERIFICATION  or
AUTHENTICATION PRODUCTS.

LICENSE  PERIOD means a period of three (3) years  commencing  on the  effective
date of this Agreement.



                                       9


<PAGE>


INTELLI-CHECK-CARDOM





NET SALES PRICE  means,  with  respect to any AGE  VERIFICATION  PRODUCT that is
made,  have  made,  sold,  offered  for  sale,  leased  or put  into  use in The
TERRITORY,  the price received by the  CORPORATION  for each such product in the
form in which it is provided by the  CORPORATION,  whether or not assembled (and
without  excluding  therefrom any components or subassemblies  thereof which are
included in such price). In determining "price" the following shall be excluded:

                      (a) usual trade discounts actually allowed to unaffiliated
                          persons or entities;
                      (b) costs of insurance and shipping costs; and
                      (c) export, sales and value added taxes, and
                          customs duties.

Notwithstanding  the  foregoing,  in the event that the purchasing or leasing of
any AGE VERIFICATION  PRODUCT is from the CORPORATION to an "affiliated entity",
such entity being either an individual or a company,  such that the  transaction
is not an "arm's  length"  business  transaction,  NET SALES  PRICE shall be the
greater  of (i) the  price as set  forth  in the  preceding  provisions  of this
definition and (ii) that price which the CORPORATION would have realized from an
unaffiliated  entity in an arm's length  transaction of an identical item in the
same quantity and at the same time and place as the transaction to an affiliated
entity.  Examples of affiliated entities include,  but are not limited to, those
entities which are family members or personal friends of any officer or Director
of the  Corporation or companies,  regardless of form, in which any such persons
directly or indirectly own or control a substantial  equitable  interest as well
as those transactions in which AGE VERIFICATION  PRODUCTS are provided for other
than  money  or  money  in  combination  with  returned  products  or  services.
INTELLI-CHECK,  pursuant to Section  2.03,  shall have the right to  investigate
those transactions that it believes are to an "affiliated" entity".

THE TERRITORY means the United States of America and Canada.




                                       10

<PAGE>