NOTICE OF GUARANTEED DELIVERY
                             FOR RIGHTS CERTIFICATES

      This  form,  or one  substantially  equivalent  hereto,  must  be  used to
exercise  Rights   described  in  the  Prospectus  dated   ______________   (the
"Prospectus") of Intelli-Check,  Inc., (the "Company"), if a Rightsholder cannot
deliver the Right  Certificate(s)  evidencing  the Rights,  to the Rights  Agent
listed below at or prior to 5:00 p.m. New York City time on the Expiration Date.
Such form must be delivered by hand or sent by facsimile transmission or mail to
the Rights  Agent,  and must be received by the Rights  Agent on or prior to the
Expiration  Date.  See  "Description  of Rights --  Exercise  of  Rights" in the
Prospectus.  Payment  of the  applicable  Exercise  Price for each  share of the
Company's  Common Stock  purchased upon exercise of such Rights must be received
by the Rights Agent in the manner specified in the Prospectus at or prior to the
Expiration Date even if the Rights  Certificate  evidencing such Rights is being
delivered pursuant to the procedure for guaranteed delivery thereof.

         The Rights Agent is: Continental Stock Transfer & Trust Company

--------------------------------------------    ---------------------------
      By Mail/Hand/Overnight Courier:             Facsimile Transmission
                                                      (212) 616-7610
      Continental Stock Transfer &
      Trust Company
      2 Broadway
      New York, New York 10004

--------------------------------------------    ---------------------------

DELIVERY  OF THIS  INSTRUMENT  TO AN ADDRESS  OTHER  THAN AS SET FORTH  ABOVE OR
TRANSMISSION OF INSTRUCTIONS  VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.

Gentlemen:

      The undersigned hereby represents that he or she is the holder of a Rights
Certificate(s)  representing  ______  Rights and that such Right  Certificate(s)
cannot be delivered to the Rights Agent at or before the Expiration  Date.  Upon
the terms and subject to the conditions set forth in the Prospectus,  receipt of
which is hereby  acknowledged,  the  undersigned  hereby  elects to purchase one
share  of  Common  Stock  per  Right  with  respect  to  each of  ______  Rights
represented by such Right Certificate.  The undersigned understands that payment
of the Exercise Price for each share of Common Stock  purchased must be received
by the Rights Agent at or before the Expiration  Date and  represents  that such
payment, in the aggregate amount of $_________, either (check appropriate box):

      |_|   is delivered herewith; or



      |_|   was delivered separately;

in the manner set forth below (check  appropriate  box and complete  information
relating thereto):

      |_|   wire transfer of funds:___________________________________________

            name of transferor institution:___________________________________

            date of transfer:_________________________________________________

            confirmation number (if available):_______________________________

      |_|   uncertified  check (payment by uncertified  check will not be deemed
            to have been  received  by the  Rights  Agent  until  such check has
            cleared.  Holders  paying by such  means  are urged to make  payment
            sufficiently in advance of the applicable  Expiration Date to ensure
            that such payment clears by such time.)

      |_|   certified check;

      |_|   bank draft (cashier's check);

      |_|   money order;

      name of maker:_________________________________________________________

      date and number of check, draft or money order number:

      _______________________________________________________________________

      bank on which check is drawn or issuer of money order:

      _______________________________________________________________________

Signature(s):________________________________________________________________

Address:_____________________________________________________________________

Name(s):_____________________________________________________________________

Please Type or Print Area Code and Tel. No(s).:______________________________

Right Certificate No(s). (if available):_____________________________________


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                              GUARANTEE OF DELIVERY

          (NOT TO BE USED FOR RIGHTS CERTIFICATE SIGNATURE GUARANTEE.)

      The  undersigned,  a  member  firm  of a  registered  national  securities
exchange  or of the  National  Association  of  Securities  Dealers,  Inc.  or a
commercial bank or trust company having an office or correspondent in the United
States,  guarantees  that the  undersigned  will deliver to the Rights Agent the
certificates  representing the Rights being exercised hereby,  with any required
signature guarantees and any other required documents,  all within five business
days after the date hereof.

Dated: ________________________________________________________________________

Name of Firm: _________________________________________________________________

Address: ______________________________________________________________________

Telephone:   (   )_____________________________________________________________

Authorized Signature:__________________________________________________________

      The institution  which completes this form must  communicate the guarantee
to the Rights  Agent and must  deliver  the Right  Certificate(s)  to the Rights
Agent  within the time period shown  herein.  Failure to do so could result in a
financial loss to such institution.


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