8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 14, 2008

Intelli-Check – Mobilisa, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-15465	11-3234779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

246 Crossways Park West, Woodbury, NY	11797
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 516-992-1900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On March 14, 2008, each of the Directors of Intelli-Check – Mobilisa, Inc. (formerly known as Intelli-Check, Inc.) (the “Company”) entered into an agreement pursuant to which, for a one year period after the date of the agreement, the Board of Directors would nominate for election by the Company’s stockholders four persons selected by the members of the Company’s Board of Directors who were on the Company’s Board of Directors prior to the Transaction (as defined below) and four persons selected by the members of the Company’s Board of Directors who were appointed to the Company’s Board of Directors pursuant to the Transaction. In addition, the members of the Board of Directors have agreed to vote to maintain the number of members of the Board of Directors at eight (unless the Board of Directors unanimously approves a change in the number of directors).

On March 14, 2008, each of the following stockholders of the Company entered into an agreement pursuant to which, for one year after the date of the agreement, each of such stockholders agreed to vote in favor of the persons nominated by the Board of Directors pursuant to the Director Agreement described above and also to vote to maintain the number of members of the Board of Directors at eight (unless the Board of Directors unanimously approves a change in the number of directors): Bonnie L. Ludlow, Nelson Ludlow, Guy L. Smith, John E. (Jay) Maxwell, Arthur L. Money and Jeffrey Levy.

Item 2.01Completion of Acquisition or Disposition of Assets

On March 14, 2008, the Company completed the previously announced acquisition of Mobilisa, Inc. (the “Transaction”). Mobilisa is a provider of mobile and wireless technology solutions.

Earlier in the day, at a Special Stockholders Meeting, the stockholders of the Company approved the Transaction. Stockholders also approved (i) an amendment to the Company’s Certificate of Incorporation to change its name to “Intelli-Check – Mobilisa, Inc.”, (ii) an amendment to the Company’s 2006 Stock Option and Equity Incentive Plan to increase the number of shares of common stock authorized to be issued under the plan by 3,000,000, and (iii) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 40,000,000.

Pursuant to the merger agreement relating to the Transaction, Mobilisa’s stockholders received 12,281,649 shares of the Company’s common stock and holders of Mobilisa’s options and warrants are entitled to receive options and warrants to purchase 2,429,932 shares of the Company’s common stock at an average per share exercise price of $0.50.

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Item 3.02Unregistered Sales of Equity Securities

On March 14, 2008, in connection with the Transaction, the Company issued 12,281,649 shares of its common stock to 6 individuals. No commissions or fees were paid in connection with the issuance of such securities. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, because the shares were issued to a small number of sophisticated individuals in a private transaction.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On March 14, 2008, in connection with the Transaction:

· Edwin Winiarz and Robert J. Blackwell resigned from the Company’s Board of Directors. Their resignation was not the result of any disagreement on any matter relating to the registrant’s operations, policies or practices.

· Dr. Nelson Ludlow, Bonnie L. Ludlow, John Paxton and Lt. General Emil R. Bedard were appointed to the Company’s Board of Directors by the remaining members of the Company’s Board of Directors. Each of these persons was named to the Board of Directors pursuant to the merger agreement relating to the Transaction and the agreements described in Item 1.01 of this Current Report on Form 8-K. Mr. Paxton was named the Vice-Chairman of the Board of Directors and has been appointed as the Chairman of the audit committee and member of the compensation committee and General Bedard has been appointed to the audit committee, corporate governance committee and compensation committee. Dr. Ludlow and Ms. Ludlow are married.

· Dr. Ludlow was named the Chief Executive Officer of the Company and he entered into an employment agreement with the Company, the terms of which are described below. Dr. Ludlow was a co-founder of Mobilisa, Inc. and has been its Chief Executive Officer and a director since its inception in March 2001. Dr. Ludlow has over 25 years experience in software development for the military and corporate sectors. While in the Air Force, Dr. Ludlow served as a mathematician, a pilot, an intelligence officer at the National Air Intelligence Center, Technical Director for Artificial Intelligence at USAF Rome Laboratory, Assistant Professor of Computer Science at the Naval Postgraduate School, and the Director of Technology and Services for Radar Evaluation Squadron. In the corporate sector, Dr. Ludlow served as the Director of C2 Modeling for SAIC, Chief Scientist for the Lockheed-Martin/ORINCON Corporation and Chief Technology Officer for Ameranth Wireless—all in San Diego. He holds a PhD in Artificial Intelligence from the University of Edinburgh, Scotland and completed Post-Doctoral work in Computer Science at the University of Cambridge, England. Additional degrees include a Bachelors of Science Degree from Washington State University in Math and Physical Sciences, as well as a Masters of Science degree in Computer Science from Wright State University in Dayton, Ohio.

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· Steven D. Williams was named the Chief Operating Officer of the Company. Mr. Williams was the Senior Vice President, Business Development of Mobilisa from August 2006 until March 14, 2008. He joined Mobilisa in February 2006 as Vice President, Business Development. Prior to that Mr. Williams was with The Analysis Group from March 2003 until February 2006. Prior to that, Mr. Williams served in numerous operational and staff positions within the United States Air Force. He was an Acquisitions Officer for seven years, completing Acquisition Professional Development Program (APDP) Level III and was on the Staff of the Secretary of the Air Force analyzing and assessing Strategic Congressional Engagement and Program Objectives Memorandum culminating in the Department of Defense budget. Mr. Williams holds Top Secret clearance and is currently a certified Federal Contracts Manger. Mr. Williams received a Master of Arts, Organizational Management from George Washington University, a Master of Business Administration from the University of North Dakota and a Bachelor of Science, Business Administration from Methodist College.

· Jeffrey Levy resigned from his position as interim Chief Executive Officer and was named non-executive Chairman of the Board of Directors.

On March 14, 2008, the Company entered into an employment agreement with Dr. Ludlow, pursuant to which Dr. Ludlow was appointed the Company’s Chief Executive Officer. Dr. Ludlow will receive a salary of $220,000 per year, be granted options to purchase 25,000 shares of the Company’s common stock on March 20, 2008 that will be immediately exercisable at a price per share equal to the fair market value of the Company’s common stock on the date of grant, and an annual bonus based on reasonable objectives established by the Company’s Board of Directors. Dr. Ludlow will be entitled to receive benefits in accordance with the Company’s existing benefit policies and will be reimbursed for company expenses in accordance with the Company’s expense reimbursement policies. The employment agreement has a term of two years. Dr. Ludlow may terminate the agreement at any time on 60 days prior written notice to the Company. In addition, the Company or Dr. Ludlow may terminate the employment agreement immediately for cause, as described in the employment agreement. If the Company terminates the agreement without cause, Dr. Ludlow will be entitled to severance equal to one year of his base salary, in addition to salary already earned. If Dr. Ludlow terminates the agreement for cause, Dr. Ludlow will be entitled to receive a payment equal to $50,000, in addition to salary already earned.

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Item 9.01Financial Statements and Exhibits.

The financial statements, selected financial information and pro-forma financial information of the Company relating to the Transaction are included in the Definitive Proxy Statement relating to the Special Meeting of Stockholders held on March 14, 2008 in the sections entitled “Mobilisa Selected Historical Financial Information” beginning on page 22, “Intelli-Check Selected Historical Financial Information” beginning on page 23, “Selected Unaudited Pro Forma Combined Financial Information” beginning on page 24, “Unaudited Pro-Forma Condensed Combined Financial Statements” beginning on page 82 and “Financial Statements” beginning on page F-1. Such information is incorporated by reference into this Current Report on Form 8-K.

Exhibits:

Exhibit	Description
10.1	Director Agreement dated March 14, 2008
10.2	Stockholder Agreement dated March 14, 2008
10.3	Employment Agreement with Nelson Ludlow dated March 14, 2008
99.1	Press Release, dated March 14, 2008
99.2	Press Release, dated March 17, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTELLI-CHECK – MOBILISA, INC.
By:	/s/ Peter J. Mundy
	Name: Peter J. Mundy
	Title: Chief Financial Officer

Dated: March 20, 2008

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Exhibit Index

Exhibit	Description
10.1	Director Agreement dated March 14, 2008
10.2	Stockholder Agreement dated March 14, 2008
10.3	Employment Agreement with Nelson Ludlow dated March 14, 2008
99.1	Press Release, dated March 14, 2008
99.2	Press Release, dated March 17, 2008

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EX-10.1

EXHIBIT 10.1

INTELLI-CHECK – MOBILISA, INC.

DIRECTOR AGREEMENT

This Agreement (this “Agreement”) is made as of March 14, 2008 by and among Intelli-Check – Mobilisa, Inc., a Delaware corporation (the “Company”), and each of the individuals signatory hereto (each a “Director” and collectively, the “Directors”).

WITNESSETH:

WHEREAS, this Agreement is made pursuant to the Merger Agreement, dated November 20, 2007, by and among the Company, Intelli-Check Merger Sub, Inc., a Washington corporation, Mobilisa, Inc., a Washington corporation, and certain common shareholders of Mobilisa, Inc. (“Mobilisa” and the Merger Agreement, the “Merger Agreement”).

WHEREAS, pursuant to the Merger Agreement, the parties hereto wish to provide for: (i) the orderly appointment of the Company’s board of directors (the “Board”) immediately after the Effective Time (as such term is defined in the Merger Agreement); (ii) the orderly naming of individuals to the slate of directors presented to the Company’s stockholders for election; and (iii) the orderly appointment of certain of the Company’s officers (any such appointment of directors and officers, the “Appointments”).

WHEREAS,it is a condition of the Merger Agreement that each of the Voting Parties enter a voting agreement with the Company in the form of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.Terms. Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings given to such terms in the Merger Agreement.

2.Covenants. During the term of this Agreement, to the extent he or she is entitled under the Company’s Certificate of Incorporation and the Delaware General Corporation Law, each Director agrees to use his or her best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to implement the Appointments contemplated by this Agreement. Neither the Company nor any Director will, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company or any such Director, as applicable, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of each Director hereunder against impairment.

3.Board of Directors.

3.1Composition of the Board.

(i)Immediately after the Effective Time, the Company’s Board shall be composed of eight (8) directors, four (4) of whom shall be appointed by the Board prior to the Effective Time (the “Intelli-Check Directors”) and four (4) of whom shall be appointed by Mobilisa’s board of directors prior to the Effective Time (the “Mobilisa Directors”).

(ii)The initial Intelli-Check Directors and the initial Mobilisa Directors shall be:

Intelli-Check Directors	Mobilisa Directors
Jeffrey Levy	Nelson Ludlow
John E. Maxwell	Bonnie Ludlow
Arthur L. Money	John Paxton
Guy L. Smith	Emil Bedard

3.2For a period of not less than one (1) year after the date hereof and subject to the Company’s Certificate of Incorporation and the Delaware General Corporation Law, each Director agrees:

(i)In connection with each annual or special meeting of stockholders where the Board is to be elected, the Intelli-Check Directors shall be entitled to name four (4) persons to the slate of directors presented to the Company’s stockholders for election; and

(ii)In connection with each annual or special meeting of stockholders where the Board is to be elected, the Mobilisa Directors shall be entitled to name four (4) persons to the slate of directors presented to the Company’s stockholders for election.

3.3Size of the Board. For a period of not less than one (1) year after the date hereof, the parties hereto agree that they shall maintain the size of the Board at eight (8) persons, unless the Board unanimously (with all directors voting) votes to increase the number of directors on the Board.

3.4Obligations; Removal of Directors; Vacancies. Each of the Directors and the Company agree not to take any actions that would materially and adversely affect the provisions of this Agreement. The parties acknowledge that the fiduciary duties of each member of the Company’s Board are to the Company’s stockholders as a whole. In the event any director elected pursuant to the terms hereof ceases to serve as a member of the Company’s Board, the Company and the Directors agree to take all such action as is reasonable and necessary, to cause the election or appointment of such other substitute person to the Board as may be designated on the terms provided herein.

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4.Officers. Immediately after the Effective Time:

(i)the Intelli-Check Directors shall have the right to designate the Chairman and appoint a Chief Financial Officer and a Chief Technology Officer; and

(ii)the Mobilisa Directors shall have the right to designate the Vice Chairman and appoint a Chief Executive Officer.

5.Successors in Interest of the Directors and the Company. The provisions of this Agreement shall be binding upon the successors in interest of any Director with respect to any of such Director’s rights herein.

6.Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

7.Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions hereof.

8.Term. The term of this Agreement shall commence on the date hereof and end one (1) year from the date hereof.

9.Amendments and Waivers. Except as otherwise provided herein, any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of all parties to this Agreement.

10.Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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11.Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to its conflicts of laws provisions.

12.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13.Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any covenants except as specifically set forth herein.

14.Jurisdiction; Venue. With respect to any disputes arising out of or related to this Agreement, the parties consent and submit to the exclusive jurisdiction of, and venue in, the state or federal courts in Wilmington County in the State of Delaware.

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This Agreement is hereby executed effective as of the date first set forth above.

COMPANY

INTELLI-CHECK - MOBILISA, INC.
a Delaware corporation
By:	/s/ Nelson Ludlow
Name:	Nelson Ludlow
Title:	Chief Executive Officer

[Signature page to the Director Agreement]

DIRECTOR

/s/ Jeffrey Levy

Name: Jeffrey Levy

/s/ John E. Maxwell

Name: John E. Maxwell

/s/ Arthur L. Money

Name: Arthur L. Money

/s/ Guy L. Smith

Name: Guy L. Smith

/s/ Nelson Ludlow

Name: Nelson Ludlow

/s/ Bonnie Ludlow

Name: Bonnie Ludlow

[Signature page to the Director Agreement]

/s/ John Paxton

Name: John Paxton

/s/ Emil Bedard

Name: Emil Bedard

[Signature page to the Director Agreement]

EX-10.2

EXHIBIT 10.2

INTELLI-CHECK – MOBILISA, INC.

STOCKHOLDER VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of March 14, 2008 by and among Intelli-Check – Mobilisa, Inc., a Delaware corporation (the “Company”), and each of the individuals and entities signatory hereto (each a “Voting Party” and collectively, the “Voting Parties”).

WITNESSETH:

WHEREAS, this Agreement is made pursuant to the Merger Agreement, dated November 20, 2007, by and among the Company, Intelli-Check Merger Sub, Inc., a Washington corporation, Mobilisa, Inc., a Washington corporation, and certain common shareholders of Mobilisa, Inc. (the “Merger Agreement”).

WHEREAS, each of the Voting Parties owns the shares of the Company’s capital stock set forth opposite his or her name on Exhibit A and wishes to provide for orderly elections of the Company’s Board of Directors (the “Board of Directors”).

WHEREAS,it is a condition of the Merger Agreement that each of the Voting Parties enter a voting agreement with the Company in the form of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Terms. Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings given to such terms in the Merger Agreement.

2.Agreement to Vote. During the term of this Agreement, to the extent they are entitled under the Company’s Certificate of Incorporation and the Delaware General Corporation Law to vote on a particular matter, each Voting Party agrees to vote all securities of the Company that he or she may vote in the election of the Company’s directors that such Voting Party now has or hereafter acquires (hereinafter referred to as the “Voting Shares”) in accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders or any class or series of stockholders or by written consent.

3.Election of Board of Directors.

3.1Voting. For a period of one (1) year after the date hereof and subject to the Company’s Certificate of Incorporation and the Delaware General Corporation Law, each Voting Party agrees to vote all Voting Shares in such manner as may be necessary to elect (and maintain in office) as members of the Board of Directors the following persons:

(i)The four (4) persons named by the Parent Directors to the slate of directors presented for election at each annual or special meeting of stockholders where the Board of Directors is to be elected; and

(ii)The four (4) persons named by the Company Directors to the slate of directors presented for election at each annual or special meeting of stockholders where the Board of Directors is to be elected.

3.2Size of the Board of Directors. For a period of one (1) year after the date hereof, the parties hereto agree that they will vote to, and that they will cause the Board of Directors to, maintain the size of the Board of Directors at eight (8) persons, unless the Board of Directors unanimously (with all directors voting) votes to increase the number of directors on the Board of Directors.

3.3Obligations; Removal of Directors; Vacancies. The obligations of the Voting Parties pursuant to this Section 3 shall include any stockholder vote to amend the Company’s Certificate of Incorporation or Bylaws as required to effect the intent of this Agreement. Each of the Voting Parties and the Company agrees not to take any actions that would materially and adversely affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Company’s Board of Directors as herein stated. The parties acknowledge that the fiduciary duties of each member of the Company’s Board of Directors are to the Company’s stockholders as a whole. Any director elected pursuant to the terms hereof may be removed, with or without cause, only by those Voting Parties entitled to designate such director. In the event any director elected pursuant to the terms hereof ceases to serve as a member of the Company’s Board of Directors, the Company and the Voting Parties agree to take all such action as is reasonable and necessary, including the voting of shares of capital stock of the Company by the Voting Parties as to which they have beneficial ownership, to cause the election or appointment of such other substitute person to the Board of Directors as may be designated on the terms provided herein.

4.Successors in Interest of the Voting Parties and the Company. The provisions of this Agreement shall be binding upon the successors in interest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein. The Company shall not permit the transfer of any Voting Party’s Voting Shares unless and until the person to whom such securities are to be transferred shall have executed a written agreement pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting Party hereunder.

5.Covenants. The Company and each Voting Party agrees to take all actions required to ensure that the rights given to each Voting Party hereunder are effective and that each Voting Party enjoys the benefits thereof. Such actions include, without limitation, the use of best efforts to cause the nomination of the designees, as provided herein, for election as directors of the Company. Neither the Company nor any Voting Party will, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company or any such Voting Party, as applicable, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of each Voting Party hereunder against impairment.

6.Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

7.Restrictive Legend. Each certificate representing any of the Voting Shares subject to this Agreement shall be marked by the Company with a legend reading as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

8.Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions hereof.

9.Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

10.Termination. The term of this Agreement shall commence on the date hereof and end one (1) year from the date hereof.

11.Amendments and Waivers. Except as otherwise provided herein, additional parties may be added to this Agreement, any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (a) the Company, and (b) the holders of a majority of Voting Shares then held by the Voting Parties.

12.Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like, any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this Agreement and the minimum number of Voting Shares pursuant to which certain Voting Parties may name designees will be appropriately adjusted.

13. Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to its conflicts of laws provisions.

15.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16.Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

17.Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, except for that certain Director Agreement, dated as of even date, by and among the Company and the directors of Intelli-Check, Inc. and Mobilisa, Inc., and supersedes any prior agreement or understanding among the parties (including, without limitation, the Prior Agreement), with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

18.Jurisdiction; Venue. With respect to any disputes arising out of or related to this Agreement, the parties consent and submit to the exclusive jurisdiction of, and venue in, the state courts in Wilmington County in the State of Delaware.

This Stockholder Voting Agreement is hereby executed effective as of the date first set forth above.

COMPANY

INTELLI-CHECK – MOBILISA, INC.
a Delaware corporation
By:	/s/ Nelson Ludlow
Name:			Nelson Ludlow
Title:		Chief Executive Officer

[Signature page to the Stockholder Voting Agreement]

VOTING PARTIES

If an individual:

/s/ Nelson Ludlow

Name: Nelson Ludlow

If an individual:

/s/ Bonnie Ludlow

Name: Bonnie Ludlow

[Signature page to the Stockholder Voting Agreement]

Exhibit A

Bonnie Ludlow	7,996,364 common shares
Nelson Ludlow	4,158,456 common shares

EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT, effective as of March 15, 2008 (the “Effective Date”) by and between Intelli-Check - Mobilisa, Inc., a Delaware corporation (the “Company”), and Nelson Ludlow (“Employee”).

WITNESSETH THAT:

WHEREAS, the Company desires to employ Employee as an employee on the terms hereinafter set forth and Employee wishes to be so employed;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

1.Employment. Upon the terms and subject to the conditions contained in this Agreement, the Company agrees to employ Employee and Employee accepts such employment. Employee shall report directly to, and be subject to the supervision and direction of, the Board of Directors (the “Board”) of the Company.

2.Title and Duties. Employee will hold the title of “Chief Executive Officer.” Employee agrees to devote substantially all of his working time, attention, skill and effort during normal working hours to the performance of his duties to the Company. Employee agrees to perform such duties during such time faithfully and to the best of his abilities. Such duties shall be ordinarily performed by Employee at the offices of the Company, the headquarters of which shall be based at 191 Otto Street, Port Townsend, WA 98368.

3.Compensation. For all services rendered by Employee to the Company during the Term (as such term is later defined), the Company shall compensate Employee as follows:

a. Salary. Employee shall be paid a base annual salary of $220,000. Such base annual salary is subject to annual review by the Board, in its sole discretion. Such salary shall be payable in accordance with the Company’s payroll procedures for salaried employees, but not less frequently than monthly.

b. Bonus. The Company shall pay Employee an annual cash bonus in an amount to be determined by the Board based on such reasonable objectives established by the Board.

c. Stock Options. The Company shall issue and grant Employee 25,000 stock options on March 20, 2008, which will immediately vest. Employee shall enter into a stock option agreement with the Company, substantially in the form of Exhibit B attached hereto,

d. Expense Reimbursement. Employee shall be reimbursed for all authorized business expenses which are incurred by Employee in the performance of Employee’s duties pursuant to this Agreement in accordance with the Company’s normal expense reimbursement policies. All such expenses shall be incurred in a manner consistent with the Company’s expense reimbursement policy and shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company’s expense reimbursement policy.

e. Benefits. Subject to any contribution generally required of Company executives, Employee shall be entitled to receive all executive perquisites and to participate in any and all employee benefit plans, including medical insurance and pension plans, now in existence or hereafter adopted from time to time by the Company which are provided to senior management or other comparable employees at Employee’s level.

f. Withholding. All amounts payable to Employee pursuant to this Agreement shall be made subject to all applicable withholding. Employee will not be entitled to receive any compensation other than as provided in this Section.

4.Non-competition and Non-Solicitation. In consideration of Employee’s employment and continued employment by the Company, concurrently with the execution and delivery of this Agreement, Employee shall execute and deliver a Non-competition and Non-Solicitation Agreement in the form attached hereto as Exhibit A (the “Non-competition and Non-Solicitation Agreement”). The Non-competition and Non-Solicitation Agreement is hereby incorporated herein by reference and made a part hereof.

5.Term and Termination. The “Term” of this Agreement shall begin on the date hereof and shall continue for a period of two (2) years from the date hereof. Notwithstanding the previous sentence, the Term can be terminated in any one of the followings ways:

a. Death. The death of Employee shall immediately terminate this Agreement. Upon such termination, Employee shall be entitled to receive all cash compensation earned and all reimbursements due through the effective date of termination.

b. Disability. If Employee is no longer able to perform his duties hereunder due to illness, accident or other physical or mental condition and such disability is expected to continue with or without interruption for a period of ninety (90) days or longer, the Company may terminate this Agreement. Upon such termination, Employee shall be entitled to receive all cash compensation earned and all reimbursements due through the effective date of termination.

c. With Company Cause. The Company may terminate this Agreement for Company Cause (as defined herein) upon written notice to Employee. “Company Cause” shall mean: (1) Employee’s conviction in a court of law of any felony or any plea of nolo contendre with respect thereto; (2) Employee’s continued, willful failure or refusal to perform specific written and reasonable directives of the Board regarding Employee’s duties and responsibilities which are consistent with the scope and nature of Employee’s duties and responsibilities as set forth in Section 0 hereof; (3) any flagrant act of dishonesty or disloyalty by Employee, or any act involving gross moral turpitude of Employee; or (4) any breach of the Non-competition and Non-Solicitation Agreement, which breach is uncured for a period of ten (10) days following written notice by the Company of the need to cure such breach. Upon a termination for Company Cause, Employee shall be entitled to receive all cash compensation earned and all reimbursements due through the effective date of termination.

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d. Without Company Cause. This Agreement and the Term may be terminated without Company Cause by the Company at any time after the Initial Term upon written notice to Employee. Upon a termination by the Company without Company Cause: (i) Employee shall be entitled to receive all compensation earned and all reimbursements due through the effective date of termination; and (ii) Employee shall be entitled to receive a severance payment in an amount equal to one year of base salary at the time of termination paid over 12 equal monthly payments.

e. With Employee Cause. Employee may terminate this Agreement for Employee Cause (as defined herein) upon written notice to the Company. “Employee Cause” shall mean the breach by the Company of any covenant, agreement or condition contained in this Agreement which breach is uncured for a period of ten (10) days following written notice by Employee of the need to cure such breach. Upon a termination for Employee Cause, Employee shall be entitled to receive all compensation earned and all reimbursements due through the effective date of termination and an amount equal to $50,000.

f. Without Employee Cause. This Agreement and the Term may be terminated by Employee at any time without Employee Cause upon sixty (60) days written notice to the Company. Upon a termination by Employee without Employee Cause, Employee shall be entitled to receive all cash compensation earned and all reimbursements due through the effective date of termination.

g. Effect of Termination. Upon any termination of this Agreement and the Term, all rights and obligations of the Company and Employee under this Agreement shall cease, except that Employee’s obligations under Section 0 and any applicable specific payment obligations of the Company under this Section 0 shall remain in full force and effect in accordance with their terms. Any such termination shall not affect the Non-competition and Non-Solicitation Agreement or any other agreement between the Company and Employee, each of which shall remain in full force and effect in accordance with its terms.

Upon any termination, Employee shall return all property, equipment and materials that are the property of the Company and shall use his reasonable efforts to cooperate with the Company and provide for a smooth transition of Employee’s duties to a new employee or executive.

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6.Amendment and Alteration. This Agreement constitutes the complete understanding between the parties with respect to the employment of Employee hereunder, and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by a written instrument signed by each of the parties thereto.

7.Severability. If any covenant or other provision of this Agreement is invalid, unlawful, or incapable of being enforced, by reason of any rule of law or public policy, it shall be enforceable to the maximum extent permitted by law and all other conditions and provisions of this Agreement which can be given effect without the invalid, unlawful or unenforceable provision, shall be given effect.

8.Non-Assignment. The obligations and rights of Employee shall inure to the benefit of, and shall be binding upon, himself and his personal representatives, and the obligations and rights of the Company shall inure to the benefit of, and shall be binding upon, it and its successors and assigns; provided, however, that Employee shall not have the right to assign any of his obligations under this Agreement.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. The parties expressly consent to the exclusive jurisdiction of the courts (Federal and state) in the City of New York, New York for any judicial proceeding involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected herewith.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Company:		Employee:
INTELLI-CHECK - MOBILISA, INC.		NELSON LUDLOW
By:	/s/ Jeffrey Levy	/s/ Nelson Ludlow
Name: Jeffrey Levy
Title: Chairman of the Board

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EXHIBIT 10.3

Exhibit A

Form of Non-competition and Non-Solicitation Agreement

The undersigned, Nelson Ludlow, in consideration for and as a condition of his employment as an employee of the Company (the “Employee”), does hereby agree with the Company as follows:

1.Non-competition Covenant. During the period of employment as an Employee, the Employee shall devote substantially all of his available business time and best efforts to promoting and advancing the business of the Company. During the period of employment as an Employee and for a period of two (2) years after termination of such employment (for any reason, whether voluntarily or involuntarily), the Employee agrees that he shall not engage in, whether alone or as a partner, member, officer, director, consultant, agent, employee or stockholder of any commercial entity, any activity which is or may be competitive with the products and services being designed, conceived, marketed, provided, distributed, delivered or developed by the Company at the time of termination of such employment; provided, however, that the ownership of less than 1% of the stock of any corporation whose stock is traded on a national securities exchange or in the over-the-counter market shall not be a violation of this Section 1. During the period of employment as an Employee and while all restrictions contained herein apply, the Employee shall inform all prospective employers and business partners of such restrictions prior to acceptance of or entering into new employment or other business arrangement.

2.Non-solicitation.

a.Of Customers. During the period of employment as an Employee and for a period of two (2) years after termination of such employment (for any reason, whether voluntarily or involuntarily), the Employee shall not directly or indirectly either for himself or for any other commercial entity, solicit, divert or perform any services for or attempt to solicit, divert or perform any services for, any of the Company’s customers, prospective customers or business in existence at the time of termination of such employment. For purposes of this Agreement, “customers” shall include those customers that were customers of the Company within the twelve (12) month period prior to the Employee’s termination. For purposes of this Agreement, “prospective customers” shall include those persons and entities with which the Company has had discussions regarding, or to which the Company has made presentations for, business within the twelve (12) month period prior to the Employee’s termination. During the period of employment as an Employee and while all restrictions contained herein apply, the Employee shall inform all prospective employers and business partners of such restrictions prior to acceptance of or entering into new employment or other business arrangement.

b.Of Employees. During the period of employment by the Company and for a period of two (2) years after termination of such employment (for any reason, whether voluntarily or involuntarily), the Employee shall not directly or indirectly either for himself or for any commercial entity, solicit, recruit, attempt to recruit, hire or attempt to hire any of the Company’s employees. For purposes of this Agreement, “employees” shall include those persons employed by the Company on the date of such termination and during the one (1) year period thereafter and employees that were employees of the Company within the six (6) month period prior to the Employee’s termination. During the period of employment as an Employee and while all restrictions contained herein apply, the Employee shall inform all prospective employers and business partners of such restrictions prior to acceptance of or entering into new employment or other business arrangement.

3.Confidentiality. Employee shall not, at any time during or following termination or expiration of the term of this Agreement, directly or indirectly, disclose, publish or divulge to any person (except in the regular course of the Company's business), or appropriate, use or cause, permit or induce any person to appropriate or use, any proprietary, secret or confidential information of the Company including, without limitation, knowledge or information relating to its trade secrets, business methods, the names or requirements of customers or the prices, credit or other terms extended to its customers, all of which Employee agrees are and will be of great value to Company and shall at all times be kept confidential. Upon termination or expiration of this Agreement, Employee shall promptly deliver or return to Company all materials of a proprietary, secret or confidential nature relating to Company together with any other property of Company which may have theretofore been delivered to or may be in possession of Employee.

4.Absence of Conflicting Agreements. The Employee represents that he is not bound by any agreement or any other existing or previous business relationship that conflicts with or prevents the full performance of the Employee’s duties and obligations to the Company during the course of employment and while all restrictions contained herein apply.

5.Remedies Upon Breach. The Employee agrees that any breach of this Agreement by the Employee would cause irreparable damage to the Company. The Company shall have, in addition to any and all remedies under this Agreement and in law or equity, the right to an injunction or other equitable relief to prevent any violation of the Employee’s obligations hereunder, without the necessity of posting a bond or proving special damages.

6.No Employment Obligation. The Employee understands that this Agreement does not create an obligation on the part of the Company to continue the Employee’s employment with the Company but instead is a condition to the Employee’s initial employment, as the case may be.

7.Miscellaneous. As used herein, the term “Company” shall include the Company, its members, subsidiaries and affiliates. Any waiver by the Company of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. This Agreement contains all oral and written agreements, representations and arrangements between the parties with respect to its subject matter, and no representations or warranties are made or implied, except as specifically set forth herein. No modification, waiver or amendment of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties to this Agreement. If one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject matter so as to be unenforceable at law, such provision(s) shall be construed and reformed by the appropriate judicial body by limiting and reducing it (or them), so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. The obligations of the Employee under this Agreement shall survive the termination of the Employee’s relationship with the Company regardless of the manner of such termination. This Agreement may not be assigned by Employee. All covenants and agreements hereunder shall inure to the benefit of and be enforceable by the successors of the Company. This Agreement shall be interpreted and construed pursuant to the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. The parties hereto hereby consent to personal jurisdiction and venue exclusively in the City of New York, New York with respect to any action or proceeding brought with respect to this Agreement. Each party will bear its own costs in respect of any disputes arising under this Agreement. The Employee recognizes and agrees that the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the goodwill of the Company. The Employee agrees that, due to the proprietary nature of the Company’s business, the restrictions set forth in Sections 1 and 2 of this Agreement are reasonable as to duration and scope.

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IN WITNESS WHEREOF, the undersigned Employee and the Company have executed this Agreement as of this day of .

INTELLI-CHECK - MOBILISA, INC.
By:	/s/ Jeffrey Levy
Name: Jeffrey Levy
Title: Chairman of the Board
EMPLOYEE:
/s/ Nelson Ludlow
Name: Nelson Ludlow
Title: Chief Executive Officer

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Exhibit B

STOCK OPTION AGREEMENT

Intelli-Check - Mobilisa, Inc., a Delaware corporation (the “Company”), as of the 20^th day of March, 2008 hereby grants to Nelson Ludlow (“Optionee”), residing at 73 Goldfinch Lane, Port Ludlow, WA 98365 in consideration of services rendered by Optionee to the Company, the irrevocable right and option (“Option”) to purchase all or part of an aggregate of 25,000 shares (“Shares”) of the Company’s common stock, par value $.01 per share (“Common Stock”), on the terms and conditions hereinafter set forth:

1. Purchase Price. The purchase price for the Shares shall be 110% of the closing price on the date of grant subject to adjustment as provided in Paragraph 5 below.

2. Term of Option: Exercise.

(a) Subject to earlier termination pursuant hereto, the Option shall terminate ten (10) years from the date hereof. The Option shall vest all shares on March 20, 2008.

(b) The Option shall be exercised by fifteen (15) days written notice to the Secretary or Treasurer 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 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) In the event of the termination of Optionee’s employment by the Company at any time for cause, the Option and all rights there under shall terminate. Should the employee end his employment prior to the termination date then the Option and all rights thereunder shall be exercisable by Optionee at any time within three (3) months thereafter, but not later than the termination date of the Option. Notwithstanding the foregoing, in the event Optionee is permanently and totally disabled (within the meaning of Section 105(d) (4), or any successor section, of the Internal Revenue Code), Optionee’s Option and all rights thereunder shall be exercisable by Optionee (or Optionee’s legal representative) at any time within six (6) months of Optionee’s termination of employment, but not later than the termination date of the Option.

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(c) If Optionee shall die while in the employ of the Company, 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 within six (6) months after the date of Optionee’s death, but not later than the termination date of the Option.

(d) This Option is granted pursuant to an Employment Agreement between Company and Optionee dated March 15, which Employment Agreement governs Optionee’s rights and obligations as an employee including, without limitation, Company’s right to terminate Optionee’s employment under certain circumstances, and nothing in this Agreement shall confer upon Optionee any additional rights with respect to the terms and conditions of Optionee’s employment.

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 Federal 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 of 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 the 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.

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(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 or Treasurer, at its then 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 has been granted pursuant to the Company’s 2004 Stock Option Plan. This Agreement is in all respects subject to the terms and conditions of said Plan. The Option granted hereunder is intended to be a Non-Qualified Stock Option. Optionee acknowledges that Optionee is not holding any other stock options granted by the Company. 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 - MOBILISA, INC.

By:

Optionee:

           Name

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACTS:
	Stephen D. Axelrod, CFA
Peter J. Mundy, VP & CFO	Alisa D. Steinberg (Media)
Intelli-Check, Inc.	Wolfe Axelrod Weinberger Assoc. LLC
Tel. (516) 992-1900	Tel. (212) 370-4500 Fax (212) 370-4505
	steve@wolfeaxelrod.com
	alisa@wolfeaxelrod.com

INTELLI-CHECK, INC. ANNOUNCES RESULTS OF SPECIAL STOCKHOLDER MEETING

WOODBURY, N.Y. – March 14, 2008 — Intelli-Check, Inc. (AMEX: IDN) announced that the special stockholders meeting today concluded with Intelli-Check stockholders approving all five of the proposals related to the transaction between Intelli-Check, Inc. and Mobilisa, Inc. Intelli-Check’s transaction with Mobilisa is expected to be completed as soon as all necessary closing conditions have been satisfied.

Mr. Jeff Levy, Chairman and Interim CEO of Intelli-Check, Inc., stated, “We appreciate the support of our stockholders and anticipate completing our merger with Mobilisa as expeditiously as possible once certain registration tasks have been finalized. We don’t anticipate any delays in closing our merger and will make a formal announcement in the form of a press release once the transaction has been consummated.”

About Intelli-Check, Inc.

Intelli-Check, Inc. is the acknowledged leader in technology that helps assure the authenticity of driver licenses, state issued non-driver and military identification cards used as proof of identity. Our patented ID-CHECK technology instantly reads, analyzes, and verifies the encoded data in magnetic stripes and barcodes on government-issue IDs from approximately 60 jurisdictions in the U.S. and Canada to determine if the content and format is valid. For more information about Intelli-Check, visit www.intellicheck.com.

Intelli-Check, Inc. Safe Harbor Statement

Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this press release, words such as "will," "believe," "expect," "anticipate," "encouraged" and similar expressions, as they relate to the company or its management, as well as assumptions made by and information currently available to the company's management identify forward-looking statements. Our actual results may differ materially from the information presented here. Additional information concerning forward looking statements is contained under the heading of “risk factors” listed from time to time in the company's filings with the Securities and Exchange Commission. We do not assume any obligation to update the forward-looking information.

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

CONTACTS:

	Stephen D. Axelrod, CFA
Peter J. Mundy, VP & CFO	Alisa D. Steinberg (Media)
Intelli-Check – Mobilisa, Inc.	Wolfe Axelrod Weinberger Assoc. LLC
Tel. (516) 992-1900	Tel. (212) 370-4500 Fax (212) 370-4505
	steve@wolfeaxelrod.com
	alisa@wolfeaxelrod.com

INTELLI-CHECK, INC. MERGER OF EQUALS WITH MOBILISA, INC. COMPLETED

WOODBURY, N.Y. – March 17, 2008 — Intelli-Check - Mobilisa, Inc. (AMEX: IDN) today announced that it has completed its transaction with Mobilisa, Inc. Management of the company going forward will be: Dr. Nelson Ludlow, Chief Executive Officer, Mr. Peter Mundy, Chief Financial Officer and Mr. Russ Embry, Chief Technology Officer. Mr. Jeff Levy, will be the Chairman of Intelli-Check – Mobilisa’s Board of Directors and Mr. John Paxton will serve as Vice Chairman. In addition to Mr. Levy, Dr. Ludlow, and Mr. Paxton, the board of directors will include: General Buck Bedard, Ms. Bonnie Ludlow, Mr. Jay Maxwell, Mr. Art Money and Mr. Guy Smith. The Company’s new website is www.icmobil.com.

Mr. Jeff Levy, Chairman of Intelli-Check – Mobilisa, Inc., stated, “I’m pleased to introduce our newly merged company to the public marketplace and especially delighted that a substantial majority of stockholders recognized the benefits of merging the two companies into one. Each entity has its own strengths and now combined; we believe the company has the wherewithal to become a strong, dynamic force in the identity systems markets – especially within the commercial, government and military sectors.”

Dr. Nelson Ludlow, Chief Executive Officer of Intelli-Check – Mobilisa, Inc., commented, “I’m very excited about the opportunities that lie ahead for our joined company. With Mobilisa’s success in obtaining government and military contracts coupled with Intelli-Check’s strong commercial presence, the combination of the two offers many synergies, including a combined product line with the integration of technologies, new product development, and reduction of duplicated costs. I’ve been actively involved in preparing for this moment for several months and the start-up phase is complete. I look forward to updating stockholders in the future on the progress of our company on the quarterly conference calls, with the next one in the coming weeks to report on the fourth quarter and year-end results.”

About Intelli-Check – Mobilisa, Inc.

Intelli-Check – Mobilisa, Inc. is a leading technology company in developing and marketing wireless technology and identity systems for various applications including: mobile and handheld wireless devices for the government, military and commercial markets. Products include the Defense ID®, an advanced ID card access control product that is currently protecting over 50 military and federal locations and ID-CHECK® a technology that instantly reads, analyzes, and verifies encoded data in magnetic stripes and barcodes on government-issue IDs from approximately 60 jurisdictions in the U.S. and Canada to determine if the content and format are valid. For more information about Intelli-Check – Mobilisa, Inc., please visit www.icmobil.com.

Intelli-Check – Mobilisa, Inc. Safe Harbor Statement

Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this press release, words such as "will," "believe," "expect," "anticipate," "encouraged" and similar expressions, as they relate to the company or its management, as well as assumptions made by and information currently available to the company's management identify forward-looking statements. Our actual results may differ materially from the information presented here. Additional information concerning forward looking statements is contained under the heading of “risk factors” listed from time to time in the company's filings with the Securities and Exchange Commission. We do not assume any obligation to update the forward-looking information.