Exhibit
      4.5

    


    THE
      WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS
      ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE
      SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY
      ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE,
      TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE
      ACT.

     

    No.
      W-200

    


    INTELLI-CHECK,
      INC.


    


    WARRANT
      CERTIFICATE

    


    THIS
      WARRANT CERTIFICATE (the "Warrant Certificate") certifies that for value
      received Wolfe
      Axelrod Weinberger (“WAW”) Associates LLC (the
      "Holder"), is the owner of this warrant (the "Warrant"), which entitles the
      Holder thereof to purchase at any time on or before the Expiration Date (as
      defined below) one
      hundred thousand (100,000)
      Shares
      (the "Warrant Shares") of fully paid non-assessable shares of the common stock,
      par value $.001 per share, (the "Common Stock"), of INTELLI-CHECK, INC., a
      New
      York corporation (the "Company"), at a purchase price of $4.62
      per
      Warrant Share, the price per share at the close of business on September 21,
      2005 (the "Purchase Price"), in lawful money of the United States of America
      by
      bank or certified check, subject to adjustment as hereinafter
      provided.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    1.
      WARRANT;
      PURCHASE PRICE.

    


    This
      Warrant shall entitle the Holder thereof to purchase the Warrant Shares at
      the
      Purchase Price. The Purchase Price and the number of Warrant Shares evidenced
      by
      this Warrant Certificate are subject to adjustment as provided in Article
      6.

    


    2.
      EXERCISE;
      EXPIRATION DATE.

    


    (a)
      Vesting.
      This
      Warrant shall vest at a rate of 8,333 shares on each monthly anniversary of
      the
      date of the Retainer Agreement (September 21, 2005) and may be exercised at
      the
      option of the Holder, at any time on or before the Expiration Date (as defined
      below) by delivering to the Company written notice of exercise (the "Exercise
      Notice"), stating the number of Warrant Shares to be purchased thereby,
      accompanied by bank or certified check payable to the order of the Company
      for
      the Warrant Shares being purchased. Within twenty (20) business days of the
      Company's receipt of the Exercise Notice accompanied by the consideration for
      the Warrant Shares being purchased, the Company shall issue and deliver to
      the
      Holder a certificate representing the Warrant Shares being purchased. In the
      case of exercise for less than all of the Warrant Shares represented by this
      Warrant Certificate, the Company shall cancel this Warrant Certificate upon
      the
      surrender thereof and shall execute and deliver a new Warrant Certificate for
      the balance of such Warrant Shares.

    


    (b)
      Expiration.
      Each
      warrant shall have a five year duration commencing with the vesting date. The
      term "Expiration Date" shall mean 5:00 p.m., New York time, five years from
      the
      date of vesting or if such date in the State of New York shall be a holiday
      or a
      day on which banks are authorized to close, then 5:00 p.m., New York time,
      the
      next following day which in the State of New York is not a holiday or a day
      on
      which banks are authorized to close. 

    


    3.
      RESTRICTIONS
      ON TRANSFER.

    


    (a)
      Restrictions.
      This
      Warrant, and the Warrant Shares or any other security issuable upon exercise
      of
      this Warrant may not be assigned, transferred, sold, or otherwise disposed
      of
      unless (i) there is in effect a registration statement under the Act covering
      such sale, transfer, or other disposition or (ii) the Holder furnishes to the
      Company an opinion of counsel, reasonably acceptable to counsel for the Company,
      to the effect that the proposed sale, transfer, or other disposition may be
      effected without registration under the Act, as well as such other documentation
      incident to such sale, transfer, or other disposition as the Company's counsel
      shall reasonably request. However, the warrant may be transferred in whole
      or in
      part to one or more employees or members of WAW, subject to compliance with
      applicable security laws. 

    


    (b)
      Legend.
      Any
      Warrant Shares issued upon the exercise of this Warrant shall bear the following
      legend:

    "The
      shares evidenced by this certificate were issued upon exercise of a Warrant
      and
      may not be sold, transferred, or otherwise disposed of in the absence of an
      effective registration under the Securities Act of 1933 (the "Act") or an
      opinion of counsel, reasonably acceptable to counsel for the Company, to the
      effect that the proposed sale, transfer, or disposition may be effectuated
      without registration under the Act."

    


    4.
      RESERVATION
      OF SHARES.

    


    The
      Company covenants that it will at all time reserve and keep available out of
      its
      authorized Common Stock, solely for the purpose of issuance upon exercise of
      this Warrant, such number of shares of Common Stock as shall then be issuable
      upon the exercise of this Warrant. The Company covenants that all shares of
      Common Stock which shall be issuable upon exercise of this Warrant shall be
      duly
      and validly issued and fully paid and non-assessable and free from all taxes,
      liens, and charges with respect to the issue thereof.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    5.
      LOSS
      OR MUTILATION.

    


    Upon
      receipt by the Company of reasonable evidence of the loss, theft, destruction,
      or mutilation of this Warrant Certificate and, in the case of loss, theft,
      or
      destruction, of indemnity reasonably satisfactory to the Company, or in the
      case
      of mutilation, upon surrender and cancellation of the mutilated Warrant
      Certificate, the Company shall execute and deliver in lieu thereof, a new
      Warrant Certificate representing an equal number of Warrant Shares exercisable
      thereunder.

    


    6.
      ANTI-DILUTION
      PROVISIONS.

    


    (a)
      The
      number of shares of Common Stock and the Purchase Price per Warrant Share
      pursuant to this Warrant shall be subject to adjustment from time to time as
      provided for in this Section 6(a). Notwithstanding any provision contained
      herein, the aggregate Purchase Price for the total number of Warrant Shares
      issuable pursuant to this Warrant shall remain unchanged. In case the Company
      shall at any time change as a whole, by subdivision or combination in any manner
      or by the making of a stock dividend, the number of outstanding shares of Common
      Stock into a different number of shares, (i) the number of shares which the
      Holder of this Warrant shall have been entitled to purchase pursuant to this
      Warrant shall be increased or decreased in direct proportion to such increase
      or
      decrease of shares, as the case may be, and (ii) the Purchase Price per Warrant
      Share (but not the aggregate Purchase Price) in effect immediately prior to
      such
      change shall be increased or decreased in inverse proportion to such increase
      or
      decrease of shares, as the case may be.

     

    (b)
      In
      case of any capital reorganization or any reclassification of the capital stock
      of the Company or in case of the consolidation or merger of the Company with
      another corporation (or in the case of any sale, transfer, or other disposition
      to another corporation of all or substantially all the property, assets,
      business, and goodwill of the Company), the Holder of this Warrant shall
      thereafter be entitled to purchase the kind and amount of shares of capital
      stock which this Warrant entitled the Holder to purchase immediately prior
      to
      such capital reorganization, reclassification of capital stock, consolidation,
      merger, sale, transfer, or other disposition; and in any such case appropriate
      adjustments shall be made in the application of the provisions of this Section
      6
      with respect to rights and interests thereafter of the Holder of this Warrant
      to
      the end that the provisions of this Section 6 shall thereafter be applicable,
      as
      near as reasonably may be, in relation to any shares or other property
      thereafter purchasable upon the exercise of this Warrant.

    


    
      	
            	(c)	
              Fractional
                Shares.
                No certificate for fractional shares shall be issued upon the exercise
                of
                this Warrant, but in lieu thereof the Company shall purchase any
                such
                fractional shares calculated to the nearest
                cent.

            


    

    


    
      	 	
              (d)

            	
              Rights
                of the Holder.
                The Holder of this Warrant shall not be entitled to any rights of
                a
                shareholder of the Company in respect of any Warrant Shares purchasable
                upon the exercise hereof until such Warrant Shares have been paid
                for in
                full and issued to it. As soon as practicable after such exercise,
                the
                Company shall deliver a certificate or certificates for the number
                of full
                shares of Common Stock issuable upon such exercise, to the person
                or
                persons entitled to receive the same.

               

              
                The
                  granting of this warrant shall not confer upon the Holder of this
                  Warrant
                  any right to continue to be retained by the Company or any of its
                  subsidiaries; subject, however, to the terms of the Retainer Agreement
                  between WAW and the Company.


              

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    7.
      REPRESENTATIONS
      AND WARRANTIES.

    


    The
      Holder, by acceptance of this Warrant, represents and warrants to, and covenants
      and agrees with, the Company as follows:

    


    
      	 	
              (i)

            	
              The
                Warrant is being acquired for the Holder's own account for investment
                and
                not with a view toward resale or distribution of any part thereof,
                and the
                Holder has no present intention of selling, granting any participation
                in,
                or otherwise distributing the same.

            


    

    


    
      	 	
              (ii)

            	
              The
                Holder is aware that the Warrant is not registered under the Act
                or any
                state securities or blue sky laws and, as a result, substantial
                restrictions exist with respect to the transferability of the Warrant
                and
                the Warrant Shares to be acquired upon exercise of the
                Warrant.

            


    

    


    
      	 	
              (iii)

            	
              The
                Holder is an accredited investor as defined in Rule 501(a) of Regulation
                D
                under the Act and is a sophisticated investor familiar with the type
                of
                risks inherent in the acquisition of securities such as the Warrant,
                and
                its financial position is such that it can afford to retain the Warrant
                and the Warrant Shares for an indefinite period of time without realizing
                any direct or indirect cash return on this
                investment.

            


    

    


    8.
      REGISTRATION.

    


    
      	
            	(a)	
              Piggyback
                Registration.
                The Company agrees that if, at any time on or before the Expiration
                Date
                the Company registers any of its securities under the Act, whether
                for its
                own account or on behalf of selling stockholders the Company will
                provide
                the Holder with at least forty-five (45) days prior written notice
                of such
                intention and, upon request from the Holder, will cause the underlying
                shares issuable under this Warrant designated by the Holder to be
                registered under the Act (such event, a "Piggyback
                Registration").

            


    

    


    
      	
            	(b)	
              Piggyback
                Registration Procedures.
                A
                registration statement referred to in Section 8(a) shall be prepared
                and
                processed in accordance with the following terms and
                conditions:

            


    

    


    
      	 	
              (i)

            	
              The
                Holder agrees to cooperate in furnishing promptly to the Company
                in
                writing any information requested by the Company in connection with
                the
                preparation, filing, and processing of such registration
                statement.

            


    

    


    
      	 	
              (ii)

            	
              The
                Company shall include in the registration statement the shares of
                Common
                Stock proposed to be included in the Piggyback Registration, subject
                to
                the limitations set forth in Section
                8(c).

            


    

    


    
      	 	
              (iii)

            	
              The
                Company shall prepare and file with the Securities and Exchange Commission
                (the "SEC") such amendments and supplements to such registration
                statement
                and the prospectuses used in connection therewith as may be required
                to
                comply with the provisions of the
                Act.

            


    

    


    
      	 	
              (iv)

            	
              The
                Company shall furnish to the Holder such number of copies of each
                prospectus, including preliminary prospectuses, in conformity with
                the
                requirements of the Act, and such other documents, as the Holder
                may
                reasonably request in order to facilitate the public sale or other
                disposition of the shares owned by
                it.

            


    

    


    
      	 	
              (v)

            	
              The
                Company shall provide a transfer agent and registrar for all such
                Common
                Stock registered pursuant to this Section 8 not later than the
                Effective Date of such registration
                statement.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              (vi)

            	
              The
                Company shall, in connection with an underwritten offering, enter
                into an
                underwriting agreement on terms customarily contained in underwriting
                agreements with respect to secondary distributions or combined primary
                and
                secondary distributions, as
                appropriate.

            


    

    


    
      	 	
              (vii)

            	
              The
                Company shall make available for inspection upon reasonable terms
                by the
                Holder, any underwriter participating in any disposition pursuant
                to such
                registration statement, and any attorney, accountant, or other agent
                retained by any such Holder or underwriter, all financial and other
                records, pertinent corporate documents and properties of the Company,
                and
                cause the Company's officers, directors and employees to supply all
                information reasonably requested by any such Holder, underwriter,
                attorney, accountant or agent in connection with the preparation
                of such
                registration statement, provided that as a condition precedent to
                such
                inspection, the Company may require such inspecting party to execute
                and
                deliver a confidentiality agreement in a form to be provided by the
                Company.

            


    

    


    
      	 	
              (viii)

            	
              The
                Holder shall not (until further notice) effect sales of the shares
                covered
                by the registration statement after receipt of telegraphic or written
                notice from the Company to suspend sales to permit the Company to
                correct
                or update a registration statement or
                prospectus.

            


    

    


    
      	
            	(c)	
              Limitations.
                Notwithstanding the foregoing, if a Piggyback Registration is an
                underwritten offering and the managing underwriter advises the Company
                in
                writing that in its opinion the total amount of securities requested
                to be
                included in such registration exceeds the amount of securities which
                can
                be sold in such offering, the Company will include in such registration:
                (i) first, all securities the Company proposes to sell, and
                (ii) second, up to such amount of securities requested to be included
                in such registration by the Holders of the Company, which in the
                opinion
                of such managing underwriter can be
                sold.

            


    

    


    9.
      FURNISH
      INFORMATION.

    


    The
      Company agrees that it shall promptly deliver to the Holder copies of all
      financial statements, reports and proxy statements which the Company is required
      to send to its shareholders generally.

    


    10.
      INDEMNIFICATION.

    


    
      	 	
              (a)

            	
              The
                Company may require, as a condition to including any Common Stock
                in any
                Piggyback Registration pursuant to Section 8 hereof that the Company
                shall have received an undertaking satisfactory to it from the Holder
                to
                indemnify and hold harmless the Company, each director of the Company,
                each officer of the Company who shall sign such registration statement,
                each person who participates as an underwriter (if such underwriter
                so
                requests) in the offering or sale of such securities and each other
                person, if any, who controls such underwriter within the meaning
                of
                Section 15 of the Act or Section 20 of the Exchange Act (each,
                an "Indemnified Person"), against any losses, claims, damages, liabilities
                or expenses, joint or several, to which such person may become subject
                under the Act or otherwise, insofar as such losses, claims, damages,
                liabilities or expenses (or actions or proceedings in respect thereof)
                arise out of or are based upon (i) any untrue statement or alleged
                untrue statement of any material fact contained in any registration
                statement under which such securities were registered under the Act,
                any
                preliminary prospectus, final prospectus or summary prospectus contained
                therein, or any amendment thereof or supplement thereto, or any document
                incorporated by reference therein, or (ii) any omission or alleged
                omission to state therein a material fact required to be stated therein
                or
                necessary to make the statements therein not misleading, if such
                actual or
                alleged statement or omission described in (i) or (ii) above was
                made in reliance upon and in conformity with written information
                furnished
                to the Company by such Holder for use in the preparation of such
                registration statement, preliminary prospectus, final prospectus,
                summary
                prospectus, amendment or supplement. Such indemnity shall remain
                in full
                force and effect regardless of any investigation made by or on behalf
                of
                the Company or any such director, officer, participating person or
                controlling person and shall survive the transfer of such securities
                by
                such Holder.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              The
                Company shall agree, in connection with any registration statement
                filed
                pursuant to Section 8 hereof, that the Company shall indemnify each
                Holder selling Common Stock pursuant to such registration statement
                and
                each other person, if any, who controls such Holder within the meaning
                of
                Section 15 of the Act or Section 20 of the Exchange Act, against
                any losses, claims, damages, liabilities or expenses, joint or several,
                to
                which such person may become subject under the Act or otherwise,
                insofar
                as such losses, claims, damages, liabilities or expenses (or actions
                or
                proceedings in respect thereof) arise out of or are based upon
                (i) any untrue statement or alleged untrue statement of any material
                fact contained in any registration statement under which such securities
                were registered under the Act, any preliminary prospectus, final
                prospectus or summary prospectus contained therein, or any amendment
                thereof or supplement thereto or any document incorporated by referenced
                therein, or (ii) any omission or alleged omission to state therein a
                material fact required to be stated therein or necessary to make
                the
                statements therein not misleading, provided that the Company shall
                not be
                liable in any such case to the extent that any such loss, claim,
                damage,
                liability or expense arises out of or is based upon an untrue statement
                or
                alleged untrue statement or omission or alleged omission made in
                reliance
                upon and in conformity with written information furnished to the
                Company
                by the Holder for use in preparation of such registration statement,
                preliminary prospectus, final prospectus, summary prospectus, amendment
                or
                supplement.

            


    

    


    
      	
            	(c)	
              If
                the indemnification provided for in Sections 10(a) or 10(b) above is
                unavailable to an indemnified party in respect of any losses, claims,
                damages or liabilities referred to therein, then each indemnifying
                party
                in lieu of indemnifying such indemnified party thereunder shall contribute
                to the amount paid or payable by such indemnified party as a result
                of
                such losses, claims, damages or liabilities, in such proportion as
                is
                appropriate to reflect the relative fault of the indemnifying party
                on the
                one hand and of the indemnified parties on the other in connection
                with
                the statements or omissions which resulted in such losses, claims,
                damages
                or liabilities, as well as any other relevant equitable considerations.
                The relative fault of the indemnifying party and of the indemnified
                parties shall be determined by reference to, among other things,
                whether
                the untrue or alleged untrue statement of a material fact or the
                omission
                to state a material fact relates to information supplied by the
                indemnifying party, or by the indemnified parties, and the parties'
                relative intent, knowledge, access to information and opportunity
                to
                correct or prevent such statement or
                omission.

            


    

    


    The
      Company and the Holder agree that it would not be just and equitable if
      contribution pursuant to this Section 10(c) were determined by pro rata
      allocation or by any other method of allocation which does not take into account
      the equitable considerations referred to in the immediately preceding paragraph.
      The amount paid or payable by an indemnified party as a result of the losses,
      claims, damages and liabilities or actions in respect thereof referred to in
      the
      immediately preceding paragraph shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      action or claim. No person guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    11.
      MISCELLANEOUS.

    


    
      	 	
              (a)

            	
              Transfer
                Taxes; Expenses.
                The Holder shall pay any and all underwriters' discounts, brokerage
                fees,
                and transfer taxes incident to the sale or exercise of this Warrant
                or the
                sale of the underlying shares issuable thereunder, and shall pay
                the fees
                and expenses of any special attorneys or accountants retained by
                it.

            


    

    


    
      	 	
              (b)

            	
              Notice.
                Any notice or other communication required or permitted to be given
                to the
                Company shall be in writing and shall be delivered by certified mail
                with
                return receipt or delivered in person against receipt, as
                follows:

            


    

    Intelli-Check,
      Inc.

    246
      Crossways Park West

    Woodbury,
      New York 11797

    Attn:
      CFO

    


    
      	 	
              (c)

            	
              Governing
                Law.
                This Warrant Certificate shall be governed by, and construed in accordance
                with, the laws of the State of New York without reference to the
                conflicts
                of laws.

            


    

     

    


    


    


    


    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
      executed as of the date set forth below.

    


    
      	 	 	 
	 	 	 
	 	 	INTELLI-CHECK, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Frank
              Mandelbaum                                            
              
	
               

            	Frank Mandelbaum 
              Chairman
                & CEO

            
	 	 




     

    


    


    


    Attest:
      /s/
      Janine
      Olivieri                                             


    Janine
      Olivieri

    Secretary
      

     

    


    [SEAL]

    


     

    


    Date:
      September 21, 2005 

    


     

    The
      foregoing is in accordance with the undersigned’s understanding and is hereby
      confirmed and agreed to as of the Date of Grant.

     

    
      	 	 	 
	 	WOLFE
              AXELROD
              WEINBERGER ASSOCIATES LLC
	 
 	 
 	 
 
	Dated:
              9/21/2005	By:  	/s/ Donald
              C.
              Weinberger                                                           
              
	 	
              Donald
                C. Weinberger 

              Managing
                Director

            
	 	 




    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    


    FORM
      OF EXERCISE OF WARRANT

    


    


    The
      undersigned hereby elects to exercise this Warrant as to ________ Common Shares
      covered thereby. Enclosed herewith is a bank or certified check in the amount
      of
      $________.

    


     

    
      	Date: _______________	____________________________________
	 	Name:
              Address:

            
	 	 
	 	 
	 	
              Signature

              Guarantor:
                __________________________

            


    

     

    
      
         

      

      
        9