Exhibit
      4.3

    STOCK
      OPTION AGREEMENT

    


    


    Intelli-Check,
      Inc., a New York corporation (the “Company”), as of the 15th day of July, 1999
      hereby grants to Frank Mandelbaum (“Optionee”), residing at 400 E. 84th Street,
      Apt 38B, New York, NY 10028, in consideration of services and advice rendered
      by
      Optionee to the Company, the irrevocable right and option (“Option”) to purchase
      all or part of an aggregate of 375,000 shares (“Shares”) of the Company’s common
      stock, par value $.001 per share (“Common Stock”), on the terms and condition
      hereinafter set forth:

    


    
      	1.	
              Purchase
                Price.
                The purchase price for the Shares shall be at $3.00 per share.
                

            


    

    


    
      	2.	
              Term
                of Option; Exercise. 

            


    

    


    
      	
              (a)

            	
              Subject
                to earlier termination pursuant hereto, the Option shall terminate
                five
                (5) years from the date hereof. The Option shall be exercisable in
                full on
                the date hereof.

            


    

    


    
      	
              (b)

            	
              The
                Option shall be exercised by fifteen (15) days’ written notice to the
                Secretary of the Company at its then principal office. The notice
                shall
                specify the number of Shares as to which the Option is being exercised
                and
                shall be accompanied by payment in full of the purchase price for
                such
                Shares. The option price shall be payable in United States dollars,
                and
                may be paid in cash or by certified check on a United States bank,
                or by
                other means acceptable to the Company. In no event shall the Company
                be
                required to issue any Shares (i) until counsel for the Company determines
                that the Company has complied with all applicable securities or other
                laws
                and/or all requirements of any national securities exchange or the
                National Association of Security Dealers Automated Quotation System
                on
                which the Common Stock may then be listed, and (ii) unless Optionee
                reimburses the Company for any tax withholding required and supplies
                the
                Company with such information and data as the Company may deem
                necessary.

            


    

    


    
      	
              (c)

            	
              Optionee
                shall not, by virtue of the granting of the Option, be entitled to
                any
                rights of a shareholder in the Company and shall not be considered
                a
                record holder of any Shares purchased by Optionee until the date
                on which
                Optionee shall actually be recorded as the holder of such Shares
                upon the
                stock records of the Company. The Company shall not be required to
                issue
                any fractional Share upon exercise of the Option and shall not be
                required
                to pay to Optionee the cash equivalent of any fractional Share
                interest.

            


    

    


    
      	3.	
              Restrictions
                on Transfer and Termination. 

            


    

    


    
      	
              (a)

            	
              No
                option shall be transferred by Optionee otherwise than by will or
                by the
                laws of descent and distribution. During the lifetime of Optionee
                the
                Option shall be exercisable only by Optionee or by Optionee’s legal
                representative.

            


    

    


    
      	
              (b)

            	
              If
                Optionee shall die, the Option may be exercised by Optionee’s designated
                beneficiary or beneficiaries (or if none have been effectively designated,
                by Optionee’s executor, administrator or the person to whom Optionee’s
                rights under the Option shall pass by Optionee’s will or by the laws of
                descent and distribution) at any time after the date of Optionee’s death,
                but not later than the termination date of the
                Option.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              (c)

            	
              This
                Option is granted pursuant to a grant by the Company to Optionee
                dated
                July 15, 1999 and nothing in this Agreement shall confer upon Optionee
                any
                additional rights.

            


    

    


    
      	4.	
              Securities
                Act Matters.

            


    

    


    
      	
              (a)

            	
              Optionee
                represents that Shares issued upon any exercise of the Option will
                be
                acquired for Optionee’s own account for investment only and not with a
                view to the distribution thereof within the meaning of the Securities
                Act
                of 1933, as amended (hereinafter, together with the rules and regulations
                thereunder, collectively referred to as the “Act”), and that Optionee does
                not intend to divide Optionee’s participation with others or transfer or
                otherwise dispose of all or any Shares except as below set forth.
                As
                herein used the terms “transfer” and “dispose” mean and include, without
                limitation, any sale, offer for sale, assignment, gift, pledge or
                other
                disposition or attempted
                disposition.

            


    

    


    
      	
              (b)

            	
              Optionee
                understands that in the opinion of the Securities and Exchange Commission
                (“SEC”) Shares must be held by Optionee for an indefinite period unless
                subsequently registered under the Act or unless an exemption from
                registration thereunder is available; that, under Rule 144 under
                the Act,
                after one or more years from the date of payment for and issuance
                of the
                Shares, certain public sales thereof (which may be limited as to
                the
                number of Shares) may be made in accordance with and subject to the
                terms,
                conditions and restrictions of Rule 144, but only if certain reporting
                and
                other requirements thereunder have been complied with; and that should
                Rule 144 be inapplicable, registration or the availability of an
                exemption
                under the Act will be necessary in order to permit public distribution
                of
                any Shares. Optionee also understands that the Company is and will
                be
                under no obligation to register the Shares or to comply with any
                exemption
                under the Act.

            


    

    


    
      	
              (c)

            	
              Optionee
                shall not at any time transfer or dispose of any Shares except pursuant
                to
                either (i) a registration statement under the Act which registration
                statement has become effective as to the Shares being sold or (ii)
                a
                specific exemption from registration under the Act, but only after
                Optionee has first obtained either a “no-action” letter from the SEC,
                following full and adequate disclosure of all facts relating to such
                proposed transfer, or a favorable opinion from or acceptable to counsel
                to
                the Company that the proposed transfer or other disposition complies
                with
                and is not in violation of the Act or any applicable state “blue sky” or
                securities laws.

            


    

    


    
      	5.	
              Anti-Dilution
                Provisions.

            


    

    


    
      	
              (a)

            	
              Subject
                to the provisions of Paragraph 5(b) below, if at any time or from
                time to
                time prior to expiration of the Option there shall occur any change
                in the
                outstanding Common Stock of the Company by reason of any stock dividend,
                stock split, combination or exchange of shares, merger, consolidation,
                recapitalization, reorganization, liquidation or the like, then and
                as
                often as the same shall occur, the kind and number of Shares subject
                to
                the Option, or the purchase price per Share, or both, shall be adjusted
                by
                the Board of Directors of the Company (“Board”) in such manner as it may
                deem appropriate and equitable, the determination of which Board
                shall be
                binding and conclusive. Failure of the Board to provide for any such
                adjustment shall be conclusive evidence that no adjustment is
                required.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              (b)

            	
              The
                Board shall have the right to engage a firm of independent certified
                public accountants, which may be the Company’s regular auditors, to make
                any computation provided for in this Section, and a certificate of
                that
                firm showing the required adjustment shall be conclusive and
                binding.

            


    

    


    
      	
              6.

            	
              Notices.
                All notices and other communications required or permitted under
                this
                Agreement shall be in writing and shall be given either by (i) personal
                delivery or regular mail, in each case against receipt, or (ii) first
                class registered or certified mail, return receipt requested. Any
                such
                communication shall be deemed to have been given (i) on the date
                of
                receipt in the cases referred to in clause (i) of the preceding sentence
                and (ii) on the second day after the date of mailing in the cases
                referred
                to in clause (ii) of the preceding sentence. All such communications
                to
                the Company shall be addressed to it, to the attention of its Secretary,
                at its principal office and to Optionee at the address set forth
                above or
                such other address as may be designated by like notice
                hereunder.

            


    

    


    
      	
              7.

            	
              Miscellaneous.
                This Agreement cannot be changed except in writing signed by the
                party to
                be charged. This Agreement shall be governed by and construed in
                accordance with the laws of the State of New York applicable to agreements
                made and to be performed exclusively in New York. The Option granted
                hereunder is intended to be a Non-Qualified Stock Option. Optionee
                shall
                execute this Agreement and return it to the Company within thirty
                (30)
                days after the mailing or delivery by the Company of this Agreement.
                If
                Optionee shall fail to execute and return this Agreement to the Company
                within said thirty (30) day period, the Option shall automatically
                terminate. The section headings in this Agreement are solely for
                convenience of reference and shall not affect its meaning or
                interpretation.

            


    

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
      first above written.

     

     

    
      	 	 	 
	 	INTELLI-CHECK,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Kevin
              M.
              Messina
	 	
              
Kevin
              M. Messina, President
	 	 


      	 	 	 
	 	 	OPTIONEE:
	 
 	 
 	 
 
	 	By:  	/s/ Frank
              Mandelbaum
	 	
              

              Frank
                Mandelbaum

            
	 	 



    
      
         

      

      
        3