S-8

As filed with the Securities and Exchange Commission on June 1, 2007

File No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Intelli-Check, Inc.

(Exact name of registrant as specified in its charter)

Delaware	11-3234779
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

246 Crossways Park West

Woodbury, New York 11797

(Address of Principal Executive Offices)(Zip Code)

Intelli-Check, Inc. 2003 Stock Option Plan

Intelli-Check, Inc. 2006 Equity Incentive Plan

Option Agreement with Frank Mandelbaum

Warrant Agreement with Alexandros Partners LLC

Warrant Agreement with Wolfe Axelrod Weinberger Associates LLC

(Full title of the plan)

Peter J. Mundy

Intelli-Check, Inc.

246 Crossways Park West

Woodbury, New York 11797

(Name and address of agent for service)

516-992-1900

(Telephone number, including area code, of agent for service)

Copy to:

Mitchell S. Nussbaum

LOEB & LOEB LLP

345 Park Avenue

New York, NY 10154-0037

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share($)	Proposed Maximum Aggregate Offering Price($)	Amount of Registration Fee($)
Common Stock, par value $0.001 per share	175,000	8.22	1,438,500	44.16
Common Stock, par value $0.001 per share	100,000	7.54	754,000	23.15
Common Stock, par value $0.001 per share	20,500	5.25	107,625	3.30
Common Stock, par value $0.001 per share	175,000	4.57	799,750	24.55
Common Stock, par value $0.001 per share	10,000	4.55	45,500	1.40
Common Stock, par value $0.001 per share	156,000	5.64	879,840	27.01
Common Stock, par value $0.001 per share	2,884	5.55	160,062	4.91
Common Stock, par value $0.001 per share	100,000	4.62	462,000	14.19
Common Stock, par value $0.001 per share	375,000	3.00	1,125,000	34.54
Common Stock, par value $0.001 per share	810,616	6.95(2)	5,633,781	172.96
Totals	1,925,000		11,406,058	350.17

(1)Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, this Registration Statement covers an intermediate number of securities to be offered as a result of an adjustment from stock splits, stock dividends or similar events.

(2)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low sales prices of the Company’s common stock on the American Stock Exchange on May 31, 2007.

2

INTELLI-CHECK, INC.

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 of Intelli-Check, Inc., a Delaware corporation (“we,” “us” or the “Company”), is to register 1,925,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1 Plan Information.

The following summary of our 2003 Stock Option Plan (the “2003 Plan”) and of our 2006 Equity Incentive Plan, effective March 24, 2006, which amended and restated our 2004 Stock Option Plan (the “2006 Plan”) is qualified in its entirety by reference to the 2003 Plan and 2006 Plan which are being provided to you with this prospectus.

2003 Stock Option Plan

Awards

The 2003 Plan provides for the grant of options, at the discretion of the Board of Directors (the “Board”), of up to an aggregate of 500,000 shares of common stock to employees, directors, consultants and other independent contractors of ours or our affiliates. If any option expires or becomes unexercisable for any reason without having been exercised in full, unless the 2003 Plan is terminated, the number of shares subject thereto is available for future grants. The number of shares of common stock for which awards may be granted to a participant under the 2003 Plan in any calendar year cannot exceed 150,000.

Administration of the 2003 Plan

The 2003 Plan shall be administered by the Board, providing that the Board is not “disinterested” within the meaning of Rule 16b-3 promulgated under the Exchange Act. The Board may appoint a committee to administer the 2003 Plan at any time or from time to time. Among other things, the Board has complete discretion, subject to the provisions of the 2003 Plan, to grant options, to determine the fair market value of the common stock, to determine the exercise price per share of the options and to determine the employees to whom, and the time or times at which, the options may be granted and the number of shares subject to the award. The Board may interpret, prescribe, amend, modify or rescind rules and regulations relating to the 2003 Plan.

Type of Options

Options granted therein may be either “incentive stock options” (the “ISOs”), which are intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or “nonqualified stock options” (the “NSOs”).

3

Duration of Options

Each option granted under the 2003 Plan will expire five (5) years from the date of grant thereof unless otherwise provided in the stock option agreement entered into with a grantee. In no case shall the term of any option exceed ten (10) years from the date of grant thereof. In the case of an ISO granted to an employee who owns ten percent (10%) or more of the common stock , the term of the ISO shall be five (5) years from the date of grant thereof or such shorter time as may be provided in the stock option agreement.

Market Value of Option Shares

The aggregate fair market value of the common stock with respect to ISOs for a single employee within any calendar year shall not exceed one hundred thousand dollars ($100,000).

Exercise Price of Option Shares

The per share exercise price for underlying shares shall be determined by the Board, but in the case of ISOs shall be no less than one hundred percent (100%) of the fair market value per share on the date of grant, and in the case of NSO shall be no less than eighty-five percent (85%) of the fair market value per share on the date of grant. In the case of an ISO granted to an employee who, at the time of the grant of such ISO, is a Ten Percent Stockholder, the per share exercise price shall be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant. The price of an exercised option and applicable tax shall be paid in US dollars in cash or by check, bank draft or money order payable to us.

Exercise of Options

Options granted under the 2003 Plan shall be exercised at the times and under the conditions as determined by the Board and as shall be permissible under the 2003 Plan. Unless otherwise provided in the applicable stock option agreement, if we terminate an employee’s employment for cause, then any option held by the employee shall be immediately canceled upon termination of employment and the employee shall have no further rights with respect to such option. Unless otherwise provided in the stock option agreement, if an employee’s employment is terminated for reasons other than cause, and does not occur due to death or disability, then the employee may, with the consent of the Board, for ninety (90) days after he ceases to be our employee, exercise his Option to the extent that he was entitled to exercise it at the date of such termination. To the extent that he was not entitled to exercise the option at the date of such termination, or if he does not exercise such option (which he was entitled to exercise) within the time specified herein or in the applicable stock option agreement, the option shall terminate. For the purposes of this plan only, a non-employee director is deemed to be an employee.

Additional Terms

Options granted under the 2003 Plan are not transferable except by will, by the laws of descent or a qualified domestic relations order. In the event of a change of control the Board, in its discretion, may determine whether all unvested options shall automatically vest in full.

Amendment and Termination of Plan

The Board may amend from time to time or terminate the 2003 Plan, except no such action may be taken without stockholder approval which materially increases the shares to be issued, materially changes the designation of the employee eligible to be granted options and materially increases benefits to participants. In addition, no such action may be taken which adversely affects the rights of an optionee or participant under the 2003 Plan with respect to any outstanding grant without his or her consent.

4

Awards Granted

The following table summarizes options granted under 2003 Plan through May 31, 2007 to the named executive officers:

Name and Title	Type of Award	Number of Shares of Common Stock Underlying Options Granted	Exercise Price Of Option Awards ($/Sh)
Jeffrey Levy, Director	Non-Qualified Stock Option	75,000	$8.22
Jeffrey Levy, Director	Non-Qualified Stock Option	4,000	$5.25
Todd Liebman, Sr. VP Marketing & COO	Incentive Stock Option	50,000	$4.57
Frank Mandelbaum, Chairman & CEO	Incentive Stock Option	100,000	$8.22
Arthur L. Money, Director	Non-Qualified Stock Option	1,500	$5.25
Edwin Winiarz, Director & Former Sr. Exec. VP, CFO	Incentive Stock Option	15,000	$5.25

2006 Equity Incentive Plan

Awards

The 2006 Plan provides for the grant of options, either in the form of Incentive Stock Options (the “ISO”) or Non-Qualified Stock Options (the “NSOs”), at the discretion of the Board, and restricted stock of up to an aggregate of 850,000 shares of common stock to employees, directors, consultants, advisors and other independent contractors of ours or our affiliates. If any award expires, is cancelled, is forfeited or expires without being exercised, the shares of common stock subject to the award shall become available for future awards under the 2006 Plan. The number of shares of common stock for which awards may be granted to a participant under the 2006 Plan in any fiscal year cannot exceed 150,000.

Administration of the 2006 Plan

The 2006 Plan is administered by the Board or a committee of the Board consisting of not less than two members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and an “outside director” within the meaning of IRS Code Section 162(m). Among other things, the Board has plenary discretion, subject to the express limits of the 2006 Plan, to make all awards, to determine the participants to be granted an award, the number of shares of common stock subject to each award, the option exercise price of each option and applicable restrictions, the term and conditions of each award, to approve the form of Award agreement and to amend any such award agreements executed thereunder and to make all other determinations necessary or advisable for the administration of the 2006 Plan. The Board may adopt such rules as it deems necessary or advisable in order to carry out the purposes of the 2006 Plan.

5

Options

Options granted under the 2006 Plan may be either ISOs intended to meet the requirements of the Section 422 of the Code, or NSOs which are not intended to meet such Code. Options may be granted on such terms and conditions as the Board may determine; provided, however, that the exercise price of an option may not be less than the fair market value of the underlying stock on the date of grant and the term of the option may not exceed ten (10) years, except that the terms of ISOs granted under the 2006 Plan to a stockholder who owns (or is deemed to own) more than 10% of the outstanding voting power may not exceed five (5) years and its exercise price may not be less than 110% of the fair market value of the shares on the date of grant. ISOs may only be granted to employees. In addition, the aggregate fair market value of common stock covered by ISOs (determined at the time of grant) which are exercisable for the first time by an employee during any calendar year may not exceed $100,000. Any excess is treated as a NSO. Exercising all or part of grantee’s options is permitted. No grantee shall have shareholder’s rights with respect to the option shares until such person becomes the holder of such shares. Options granted under the 2006 Plan to our employees (including officers) may be exercised only while the optionee is employed by us or within three months of the date of termination of the relationship, except that: (i) if the individual is terminated for cause, the option shall terminate immediately and no longer be exercisable, and (ii) if options which are exercisable at the time the optionee's employment is terminated by death or disability such options may be exercised within one year of the date of termination of the employment relationship. With respect to options granted to individuals who are not our employees, the Board shall determine the consequences, if any, of the termination of the optionee's relationship with us. Payment of the exercise price of an option may be made by cash, by surrender of shares having a fair market value equal to the exercise price, or by any other property permitted by law and acceptable to the Board.

Restricted Stock

The Board may grant restricted stock to any of our directors, employees and independent contractors in such amount and subject to such terms and conditions as the Board may determine at its discretion, including restrictions on transferability. The terms and conditions of each grant of restricted stock shall be set forth in an award agreement in the form approved by the Board. The Board may require a grantee to pay a purchase price to receive restricted stock at the time the award is granted, in which case the purchase price and the form and timing of payment shall be specified in the award agreement in addition to vesting provisions and other applicable terms. In the event of any conflict between the award agreement and the 2006 Plan, the 2006 Plan shall control.

Additional Terms

Except as described below, options granted under the 2006 Plan are not transferable and may be exercised only by the respective grantees during their lifetime or by their guardian or legal representative. An award grantee may transfer a NSO, by gift or a domestic relations order, to a family member. Restricted Stock shall not be assignable or transferable except under the terms and conditions specified in the applicable award agreement. In the event of a change in control, any outstanding awards that are unexercisable or otherwise unvested will become fully vested and immediately exercisable.

Amendments and Termination

The 2006 Plan is effective for ten (10) years, unless it is sooner terminated. The Board may at any time amend, alter, suspend or terminate the 2006 Plan; provided that no amendment requiring stockholder approval will be effective unless such approval has been obtained. No termination or suspension of the 2006 Plan shall affect an award which is outstanding at the time of the termination or suspension.

6

Awards Granted

The following table summarizes options granted under 2006 Plan through May 31, 2007 to the named executive officers:

Name and Title	Type of Award	Number of Shares of Common Stock Underlying Awards Granted	Exercise Price of Awards ($/Sh)
Todd Liebman, Sr. VP Marketing & COO	Incentive Stock Option	125,000	$4.57
Ashok Rao, Director	Non-Qualified Stock Option	10,000	$4.55
Arthur L. Money, Director	Non-Qualified Stock Option	76,500	$5.64
Guy L. Smith, Director	Non-Qualified Stock Option	79,500	$5.64
Ashok Rao, Director	Restricted Stock Award	1,622	N/A
Arthur L. Money, Director	Restricted Stock Award	1,262	N/A

Certain Federal Income Tax Consequences

The following is a general summary of the federal income tax consequences under current tax law of options and restricted stock. It does not purport to cover all of the special rules, including special rules relating to participants subject to Section 16(b) of the Securities Exchange Act of 1934 and the exercise of an option with previously-acquired shares, or the state or local income or other tax consequences inherent in the ownership and exercise of stock options and the ownership and disposition of the underlying shares or the ownership and disposition of restricted stock.

A participant does not recognize taxable income upon the grant of NSO or an ISO. Upon the exercise of a NSO, the participant recognizes ordinary income in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and we will generally be entitled to a deduction for such amount at that time. If the participant later sells shares acquired pursuant to the exercise of a NSO, the participant recognizes long-term or short-term capital gain or loss, depending on the period for which the shares were held. Long-term capital gain is generally subject to more favorable tax treatment than ordinary income or short-term capital gain.

Upon the exercise of an ISO, the participant does not recognize taxable income. If the participant disposes of the shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the shares to the participant, the participant recognizes long-term capital gain or loss and we are not be entitled to a deduction. However, if the participant disposes of such shares within the required holding period, all or a portion of the gain is treated as ordinary income and we are generally entitled to deduct such amount.

In addition to the tax consequences described above, a participant may be subject to the alternative minimum tax, which is payable to the extent it exceeds the participant’s regular tax. For this purpose, upon the exercise of an ISO, the excess of the fair market value of the shares over the exercise price therefore is an adjustment which increases alternative minimum taxable income. In addition, the participant's basis in such shares is increased by such excess for purposes of computing the gain or loss on the disposition of the shares for alternative minimum tax purposes. If a participant is required to pay an alternative minimum tax, the amount of such tax which is attributable to deferral preferences (including the incentive option adjustment) is allowed as a credit against the participant's regular tax liability in subsequent years. To the extent the credit is not used, it is carried forward.

7

A participant who receives a grant of restricted stock generally recognizes ordinary compensation income equal to the excess, if any of fair market value of the stock at the time the restriction lapses over any amount paid for the shares. Alternatively, the participant may elect to be taxed on the value at the time of grant. We are generally entitled to a deduction at the same time and in the same amount as the income required to be included by the participant.

Agreement with Frank Mandelbaum

On July 15, 1999, we granted Frank Mandelbaum, our Chief Executive Officer and a member of our Board of Directors, a non-qualified stock option to purchase 375,000 shares of our common stock at an exercise price of $3.00 per share. The option was immediately exercisable upon grant and expired on January 15, 2004. Pursuant to an action of the Board of Directors, the term of the option was extended to July 15, 2008. The options are not transferable other than by will or by the laws of descent and distribution. During his lifetime, the option shall be exercisable only by Mr. Mandelbaum or his legal representative. If he dies, the option may be exercised by his designated beneficiary or beneficiaries (or if none have been effectively designated, by his executor, administrator or the person to whom Mr. Mandelbaum’s rights under the option shall pass by his will or by the laws of descent and distribution) at any time after the date of death, but not later than the termination date of the option.

Agreement with Alexandros Partners

On June 7, 2004, we granted Alexandros Partners LLC, one of our consultants, a warrant to purchase 100,000 shares of our common stock at an exercise price of $7.54 per share. The warrant vested in 12 equal monthly installments and expires on January 21, 2009.

Wolfe Axelrod Weinberger Associates LLC

On September 21, 2005, we granted Wolfe Axelrod Weinberger Associates LLC, one of our consultants, a warrant to purchase 100,000 shares of our common stock at an exercise price of 4.62 per share. The warrant vested in 12 equal monthly installments and will expire ratably five years from date of vesting (October 21, 2010 through September 21, 2011).

ITEM 2Registration Information and Employee Annual Information.

Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), the documents containing the information specified in Part I of Form S-8 (of which this prospectus is a part) will be sent or given to each participant in our 2003 Plan and 2006 Plan and the holder of the options and warrants referred to in Part I. This document and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of the registration statement of which this prospectus is a part, taken together, constitute the Section 10(a) Prospectus. We will provide to you without charge, upon written or oral request, copies of the documents incorporated by reference in the registration statement of which this prospectus is a part. Any such request for documents should be directed to: Peter Mundy, Vice President Finance, Chief Financial Officer, Treasurer and Secretary, Intelli-Check, Inc., 246 Crossways Park West, Woodbury, New York 11797. Mr. Mundy can also be reached at (516) 992-1900.

8

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3 Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference into this Registration Statement:

(a) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form SB-2 (File No. 333-87797) filed September 24, 1999 (the “Registration Statement”).

(b) Amendment No. 1 to the Registration Statement filed November 1, 1999.

(c) Amendment No. 2 to the Registration Statement filed November 15, 1999.

(d) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with the Commission on April 2, 2007; and

(e) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed on May 11, 2007.

(f) The Company’s Current Report on Form 8-K filed on May 11, 2007.

(g) The Company’s Current Report on Form 8-K filed on March 23, 2007.

(h) The Company’s Current Report on Form 8-K filed on January 22, 2007.

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

ITEM 4 Description of Securities.

Not applicable.

ITEM 5 Interests of Named Experts and Counsel.

Not applicable.

ITEM 6

9

ITEM 6 Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the Company, may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court determines such person is fairly and reasonably entitled to indemnity for such expenses. Additionally, pursuant to Section 145 of the DGCL, a Delaware corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such.

The Company’s Certificate of Incorporation provides that the Company shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for in the Certificate of Incorporation shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall insure to the benefit of the heirs, executors, and administrators of such a person. The Certificate of Incorporation also requires the Company to indemnify its officers, directors and employees to the fullest extent permitted by law as set forth in Section 102(b) of the DGCL, including full or partial indemnification for any judgment, settlement or related expense.

The Company’s By-laws provide that any person made or threatened to be made a party to an action or proceeding, whether it be civil or criminal, by reason of the fact that he or she, his or her testator or intestate, then is or was a director, officer, employee or agent of the Company, or then serves or has served any other corporation in any capacity at the request of the Corporation, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Delaware. Such right of indemnification shall not be deemed exclusive of any other right to which such person may be entitled.

In May 2007 the Company purchased an aggregate of $7,500,000 of insurance from Illinois National Insurance Company for indemnification of all of its directors and officers at a cost of $65,500.

10

ITEM 7 Exemption from Registration Claimed.

Not applicable.

ITEM 8 Exhibits.

Exhibit Number	Description
3.1	Articles of Incorporation of the Registrant, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 filed on September 24, 1999.)
3.2	By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form SB-2 filed on September 24, 1999.)
4.1	Intelli-Check, Inc. 2003 Stock Option Plan. (Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed on June 13, 2003).
4.2	Intelli-Check, Inc. 2006 Equity Incentive Plan (Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed May 19, 2006).
4.3	Option Agreement with Frank Mandelbaum
4.4	Warrant Agreement with Alexandros Partners LLC
4.5	Warrant Agreement with Wolfe Axelrod Weinberger Associates LLC
5.1	Opinion of Loeb & Loeb LLP.
23.1	Consent of Amper, Politziner & Mattia, P.C.
23.2	Consent of Loeb & Loeb LLP (contained in its opinion filed as Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (contained on the signature page to this Registration Statement).

ITEM 9Undertakings.

(A) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

11

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned in Woodbury, New York, on this 1st day of June, 2007.

INTELLI-CHECK, INC.		INTELLI-CHECK, INC.
By:	s/ Frank Mandelbaum	By:	/s/ Peter J. Mundy
Frank Mandelbaum		Peter J. Mundy
Chairman, Chief Executive Officer and Director		Vice President Finance, Chief Financial Officer, Treasurer and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Mandelbaum and Peter Mundy, jointly and severally, her or his attorneys-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
By:	/s/ Frank Mandelbaum	Chairman, Chief Executive Officer and Director	June 1, 2007
Frank Mandelbaum
/s/ Peter J. Mundy		Vice President Finance, Chief Financial Officer,	June 1, 2007
Peter J. Mundy		Treasurer and Secretary
/s/ Ashok Rao		Vice Chairman and Director	June 1, 2007
Ashok Rao
/s/ Jeffrey Levy		Director	June 1, 2007
Jeffrey Levy
/s/ John E. Maxwell		Director	June 1, 2007
John E. Maxwell
/s/ Arthur L. Money		Director	June 1, 2007
Arthur L. Money
/s/ Guy L. Smith		Director	June 1, 2007
Guy L. Smith
/s/ Edwin Winiarz		Director	June 1, 2007
Edwin Winiarz

13

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Articles of Incorporation of the Registrant, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 filed on September 24, 1999.)
3.2	By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form SB-2 filed on September 24, 1999.)
4.1	Intelli-Check, Inc. 2003 Stock Option Plan. (Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed on June 13, 2003).
4.2	Intelli-Check, Inc. 2006 Equity Incentive Plan (Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed May 19, 2006).
4.3	Option Agreement with Frank Mandelbaum
4.4	Warrant Agreement with Alexandros Partners LLC
4.5	Warrant Agreement with Wolfe Axelrod Weinberger Associates LLC
5.1	Opinion of Loeb & Loeb LLP.
23.1	Consent of Amper, Politziner & Mattia, P.C.
23.2	Consent of Loeb & Loeb LLP (contained in its opinion filed as Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (contained on the signature page to this Registration Statement).

14

EX-4.3

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

EX-4.4

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.

- A1 -

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.

- A2 -

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.

- A3 -

(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.

- A4 -

(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.

- A5 -

(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 prorata 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.

- A6 -

(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

- A7 -

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: __________________________

- A8 -

EX-4.5

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 prorata 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

EX-5.1

Exhibit 5.1

345 Park Avenue New York, NY 10154-1895 Main212.407.4000 Fax212.407.4990

June 1, 2007

Intelli-Check, Inc.

246 Crossways Park East

Woodbury, New York 11797

Ladies and Gentlemen:

We refer to the registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), being filed by Intelli-Check, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”), relating to the registration of an aggregate of 1,925,000 shares of the Company’s common stock (the “Shares”), consisting of (i) 850,000 shares of the Company’s common stock issuable in connection with the Company’s 2006 Equity Incentive Plan (the “2006 Plan”), (ii) 500,000 shares of the Company’s common stock issuable in connection with the Company’s 2003 Stock Option Plan (the “2003 Plan”), (iii) 375,000 shares of the Company’s common stock issuable upon exercise of an option granted to Frank Mandelbaum, the agreement for which is dated as of July 15, 1999 (the “Option”), and (iv) 100,000 shares of the Company’s common stock issuable upon exercise a warrant granted to Alexandros Partners LLC, the agreement for which is dated as of January 24, 2004 (the “Alexandros Warrants”), and (v) 100,000 shares of the Company’s common stock issuable upon exercise a warrant granted to Wolfe Axelrod Weinberger Associates LLC, the agreement for which is dated as of September 16, 2005 (collectively with the Alexandros Warrant, the “Warrants”).

We have examined the 2006 Plan, 2003 Plan, the Option, the Warrants and originals or photocopies or certified copies of such corporate records, documents and matters of law as we have considered appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based upon such examination and relying upon statements of fact contained in the documents which we have examined, when issued upon payment of the relevant exercise price or as otherwise as provided for in, and assuming such issuance is in the manner contemplated by, the 2006 Plan, 2003 Plan, the Option or the Warrants, the Shares will be validly issued, fully paid and non-assessable.

While certain members of this firm are admitted to practice in certain jurisdictions other than New York, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than New York or consulted with members of this firm who are admitted in any other jurisdictions other than the United States, New York and Delaware (our review of Delaware law being limited to Delaware’s General Corporation Law, which includes the statutory provisions, applicable provisions of the Delaware constitution and reported judicial decisions interpreting such provisions (“DGCL”)). Accordingly, the opinions we express herein are limited to matters involving the law of the United States, New York and the DGCL.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder, or Item 509 of Regulation S-K promulgated under the Securities Act.

Very truly yours,

/s/ Loeb & Loeb LLP

Loeb & Loeb LLP

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Intelli-Check, Inc.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Intelli-Check, Inc. of our report dated March 27, 2007 relating to the financial statements and financial statement schedule (Schedule II) as of December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006, in their Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ Amper, Politziner & Mattia, P.C.

New York, New York

June 1, 2007