Exhibit
      4.4

    


    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-001

     

    INTELLI-CHECK,
      INC.

    


    WARRANT
      CERTIFICATE

     

    


    THIS
      WARRANT CERTIFICATE (the "Warrant Certificate") certifies that for value
      received Alexandros
      Partners 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 $7.54 per Warrant Share (the "Purchase
      Price"), in lawful money of the United States of America by bank or certified
      check, subject to adjustment as hereinafter provided.

     

    
      
         

      

      
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    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

    


    This
      Warrant is exercisable, 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.

    


    Expiration.
      The
      term "Expiration Date" shall mean 5:00 p.m., New York time, on 01/21/09 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.

    


    (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.

    


    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.

     

    
      
         

      

      
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    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.

    


    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.

            


    

     

    
      
         

      

      
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              (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, other than a registration statement on Forms
      S-4, S-8 or other limited purpose form, or other than pursuant to demand
      registration rights granted to other persons to the extent that such rights
      prohibit the Company from including in the registration statement securities
      of
      any other person, 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 Warrant Shares 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 Warrant Shares
                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
                Warrant
                Shares registered pursuant to this Section 8 not later than the
                Effective Date of such registration
                statement.

            


    

     

    
      	 	
              (vi)

            	
              The
                Company shall, in connection with an underwritten offering, enter
                into an
                underwriting agreement with the Holder 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.

            


    

     

    
      
         

      

      
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              (viii)

            	
              The
                Holder shall not (until further notice) effect sales of the Warrant
                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 shall be, in whole or part, an
      underwritten public offering of shares of Common Stock, the number of Warrant
      Shares to be included in such underwritten offering may be reduced if and to
      the
      extent that the managing underwriter shall be of the opinion that the inclusion
      of the Warrant Shares would adversely affect the marketing of the securities
      to
      be sold by the Company therein, provided, however, that such number of Warrant
      Shares shall not be reduced if any shares of Common Stock are to be included
      in
      such underwritten offering for the account of any person other than the Company
      or the Holder. 

    


    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.

     

    
      
         

      

      
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    (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.

    


    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.

            


    

     

    
      
         

      

      
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              (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

    


    
      	 	
              (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.

            


    

    


    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:
      June 7, 2004

    
      
         

      

      
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    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:
                __________________________

            


    

    
 

    
      
         

      

      
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