Memorandum of Understanding
                 Between AAMVAnet, Inc., and Intelli-Check, Inc.

 This Memorandum of Understanding ("MOU") is effective the 15th day of November
2000, between AAMVAnet, Inc. ("AAMVAnet") and Intelli-Check, Inc. ("Laboratory")

PURPOSE

AAMVAnet  and the  Laboratory  strongly  believe  that the value of  interaction
between  AAMVAnet and the  Laboratory  can only  strengthen  their  programs and
further  develop the  relationships  between the two  entities as they work more
closely  together  and thus  better  understand  each  other  for this and other
potential future projects.

GENERAL UNDERSTANDING

AAMVAnet and the Laboratory  consider that both  organizations will benefit from
the interchange of ideas and practices.

AGREEMENT

AAMVAnet and the Laboratory agree to provide reasonable cooperation in a variety
of joint  activities  that shall  include,  but not limited to: A) the  decoding
evaluation   and  testing  of   electronically   readable   media  for  specific
Jurisdiction  Driver  Licenses  and  Identification  Cards  ("ID's")  either  in
circulation  or pending  issuance.  B) Joint research  cooperation  and criteria
development  for  Driver  Licenses  standards.  C)  Participation  in  seminars,
conferences,  workshops, and other professional development activities.  D) Both
organizations  agree to make  efforts,  individually  and in  concert  to secure
appropriate  financing  to  support  the  activities  contemplated  in this MOU.
AAMVAnet agrees to reimburse the Laboratory the administrative  costs for report
production and the shipping of said reports upon the Laboratory's  submission of
invoice(s) supporting such administrative costs.

AAMVAnet  and the  Laboratory  agree to  exclusively  produce  joint  reports in
accordance  with the intent of this MOU.  Reports  may intend to  summarize  and
evaluate the  Jurisdictions  ability to conform to those standards  specified by
AAMVAnet.  If the need arises, each party shall attempt to prepare more detailed
joint  agreements  to  clarify  the  logistical  arrangements  for any  specific
activity  contemplated.  AAMVAnet  agrees to use its best  efforts to obtain and
deliver to the  Laboratory,  when  possible,  all of the materials  necessary to
evaluate  the  encoding,   decoding,   encryption  and  decryption   testing  of
electronically readable media for specific Jurisdiction ID's.

For the purpose of this MOU,  both AAMVAnet and the  Laboratory  agree to permit
the reproduction and use of each other's  Trademarks,  Service Marks, Logo's and
indicia ("Mark") where and when applicable.  Each party further agrees that each
Report will clearly contain a statement of ownership  rights for each Mark used.
For example ("Intelli-Check is a Trademark of Intelli-Check, Inc.").

Both parties agree to distribute  these Reports only to parties directly related
to the production of each specific  Jurisdiction's ID's either in circulation or
pending issuance being tested. This would include  Manufacturers of the specific
Jurisdiction's  ID's and the  associated  government  agencies  of the  specific
Jurisdiction. Other desired distribution requires the written permission of each
party.

AAMVAnet and the Laboratory  agree to continue  discussions of particular  joint
projects  and  exchanges.  In the event that the parties  hereto wish to execute
future joint research or consulting  agreements,  such agreements  shall specify
the parties' potential exploitation of each other's intellectual property rights
including Patents,  Copyrights and Trademarks. Such agreements shall also define
the financial,  legal, and other commitments of each party.  Nothing in this MOU
is  intended  to  effect,  alter  or  amend  either  parties'  legal  rights  or
obligations with respect to the other party and/or their  intellectual  property
rights.  This MOU


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shall serve only as a  magnification  of each  parties'  desire to  cooperate in
joint educational ventures and, if possible,  to negotiate and execute valid and
legally binding obligations in the future.

DURATION

The  duration of this  agreement  shall be for one (1) year  beginning  from the
effective  date of the  agreement  and if  mutually  desired,  in one  (1)  year
increments thereafter. However, either party may terminate the agreement upon 30
days notice, so as to give any current testing sufficient time to conclude.  The
notice provision will not negatively  affect any testing in progress at the time
of the decision.

For the  duration of this  agreement  and a period of one (1) year  after,  Both
parties agree that each party will make its best efforts to protect each other's
confidential information. This agreement is exclusive in nature. During the term
of this  agreement and for the purposes  outlined in this MOU,  AAMVAnet  agrees
that it will use the Laboratory  exclusively  and the Laboratory  agrees that it
will exclusively supply this information to AAMVAnet.

IN WITNESS WHEREOF, this Memorandum of Understanding is entered into on the date
written above.

AGREED TO BY:

AAMVAnet (AAMVAnet, Inc.)


-----------------------------------               ------------------------------
Jay Maxwell, President                            Date:

THE LABORATORY (Intelli-Check, Inc.)


-----------------------------------               ------------------------------
Kevin Messina, President, CTO                     Date:


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