10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File No.: 001-15465

Intellicheck Mobilisa, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	11-3234779
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

191 Otto Street, Port Townsend, WA 98368

(Address of Principal Executive Offices)  (Zip Code)

Registrant’s telephone number, including area code:   (360) 344-3233

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x                No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares outstanding of the issuer’s Common Stock:

Class	Outstanding at August 9, 2010
Common Stock, $.001 par value	26,952,038

INTELLICHECK MOBILISA, INC.

Index

			Page
Part I		Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets – June 30, 2010 (Unaudited) and December 31, 2009	3
		Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009 (Unaudited)	4
		Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (Unaudited)	5
		Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2010 (Unaudited)	6
		Notes to Consolidated Financial Statements (Unaudited)	7-18
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18-23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4T.	Controls and Procedures	23
Part II		Other Information
	Item 1.	Legal Proceedings	23
	Item 1A.	Risk Factors	23-24
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 3.	Defaults on Senior Securities	24
	Item 4.	(Removed and Reserved)	24
	Item 5.	Other Information	24
	Item 6.	Exhibits	24
		Signatures	25
		Exhibits
		10.1        Agreement of Lease between Intellicheck Mobilisa, Inc. and JQ1 Associates, LLC dated as of April 19, 2010
		31.1        Rule 13a-14(a) Certification of Chief Executive Officer
		31.2        Rule 13a-14(a) Certification of Chief Financial Officer
		32.          18 U.S.C. Section 1350 Certifications

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTELLICHECK MOBILISA, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2010			2009
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,277,658		$	3,008,472
Accounts receivable, net of allowance of  $1,651 and $7,486 as of June 30, 2010 and December 31, 2009, respectively		2,037,286			2,213,586
Inventory		61,941			43,706
Other current assets		308,625			257,531
Total current assets		4,685,510			5,523,295
PROPERTY AND EQUIPMENT, net		526,931			482,077
GOODWILL		12,308,661			12,258,661
INTANGIBLE ASSETS, net		6,969,684			7,445,234
OTHER ASSETS		73,051			48,905
Total assets	$	24,563,837		$	25,758,172
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	442,660		$	263,901
Accrued expenses		846,065			704,659
Deferred revenue, current portion		1,554,784			1,911,022
Notes payable, current portion		396,667			386,667
Total current liabilities		3,240,176			3,266,249
OTHER LIABILITIES
Deferred revenue, long-term portion		601,029			729,449
Notes payable, long-term portion		188,333			183,333
Total liabilities		4,029,538			4,179,031
STOCKHOLDERS’ EQUITY:
Common stock - $.001 par value; 40,000,000 shares authorized;
26,600,419 and 26,224,560 shares issued and outstanding, respectively		26,600			26,224
Additional paid-in capital		100,036,769			99,660,057
Accumulated deficit		(79,529,070	)		(78,107,140	)
Total stockholders’ equity		20,534,299			21,579,141
Total liabilities and stockholders’ equity	$	24,563,837		$	25,758,172

See accompanying notes to consolidated financial statements

3

INTELLICHECK MOBILISA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
				(Revised)						(Revised)
REVENUES	$	3,003,018		$	3,939,537		$	5,677,847		$	6,082,875
COST OF REVENUES		(1,002,403	)		(1,312,536	)		(1,927,815	)		(2,038,209	)
Gross profit		2,000,615			2,627,001			3,750,032			4,044,666
OPERATING EXPENSES
Selling		445,311			588,277			952,831			1,027,846
General and administrative		1,549,125			917,567			2,814,683			1,748,430
Research and development		600,352			646,848			1,389,505			1,330,571
Total operating expenses		2,594,788			2,152,692			5,157,019			4,106,847
Income (loss) from operations		(594,173	)		474,309			(1,406,987	)		(62,181	)
OTHER INCOME (EXPENSE)
Interest income		23			80			57			1,830
Interest expense		(7,500	)		-			(15,000	)		-
Other expense		-			(1,396	)		-			(1,396	)
		(7,477	)		(1,316	)		(14,943	)		434
Net income (loss)	$	(601,650	)	$	472,993		$	(1,421,930	)	$	(61,747	)
PER SHARE INFORMATION
Net loss per common share -
Basic	$	(0.02	)	$	0.02		$	(0.05	)	$	(0.00	)
Diluted	$	(0.02	)	$	0.02		$	(0.05	)	$	(0.00	)
Weighted average common shares used in computing per share amounts - -
Basic		26,583,648			25,418,322			26,370,625			25,388,534
Diluted		26,583,648			26,517,593			26,370,625			25,388,534

See accompanying notes to consolidated financial statements

4

INTELLICHECK MOBILISA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	Six Months Ended June 30,
	2010			2009
				(Revised)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,421,930	)	$	(61,747	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		566,289			453,255
Noncash stock-based compensation expense		229,286			266,264
Amortization of debt discount		15,000			-
Loss on sale of equipment		-			1,396
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		176,300			(1,748,290	)
(Increase) decrease in inventory		(18,235	)		29,751
Increase  in other current assets		(66,178	)		(95,320	)
Increase in other assets		(59,062	)		-
Increase in accounts payable and accrued expenses		320,165			624,291
Decrease in deferred revenue		(484,658	)		(137,362	)
Decrease in income taxes payable		-			(168,732	)
Net cash used in operating activities		(743,023	)		(836,494	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(135,593	)		(106,965	)
Proceeds from sale of equipment		-			400
Net cash used in investing activities		(135,593	)		(106,565	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock from exercise of stock options and warrants		147,802			15,703
Net cash provided by financing activities		147,802			15,703
Decrease in cash and cash equivalents		(730,814	)		(927,356	)
CASH AND CASH EQUIVALENTS, beginning of period		3,008,472			3,400,948
CASH AND CASH EQUIVALENTS, end of period	$	2,277,658		$	2,473,592
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid	$	-		$	131,175

See accompanying notes to consolidated financial statements

5

INTELLICHECK MOBILISA, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2010

(Unaudited)

					Additional
	CommonStock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
BALANCE, January 1, 2010		26,224,560	$	26,224	$	99,660,057	$	(78,107,140	)	$	21,579,141
Stock-based compensation expense		-		-		85,636		-			85,636
Issuance of restricted common stock as consultant’s compensation		62,502		63		143,587		-			143,650
Exercise of options		313,357		313		147,489		-			147,802
Net loss		-		-		-		(1,421,930	)		(1,421,930	)
BALANCE, June 30, 2010		26,600,419	$	26,600	$	100,036,769	$	(79,529,070	)	$	20,534,299

See accompanying notes to consolidated financial statements

6

INTELLICHECK MOBILISA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.  Summary of Significant Accounting Policies

Business

Intellicheck Mobilisa, Inc. (the “Company” or “Intellicheck” or “We”) 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 systems, 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.  Wireless products include Wireless Over Water (WOW), Floating Area Network (FAN), AIRchitect and Wireless Buoys.  Creating improved communications across water, our wireless solutions have capabilities for security, environmental protection and mobile networking.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Mobilisa, Inc. (“Mobilisa”) and Positive Access Corporation (“Positive Access”).  The acquisition of Positive Access was completed on August 31, 2009, and therefore Positive Access’s results of operations are included in the financial statements beginning from September 1, 2009.  All intercompany balances and transactions have been eliminated upon consolidation.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at June 30, 2010 and the results of its operations for the three and six months ended June 30, 2010 and 2009, stockholders’ equity for the six months ended June 30, 2010 and cash flows for the six months ended June 30, 2010 and 2009.  All such adjustments are of a normal and recurring nature.  Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements.  Results of operations for the six month period ended June 30, 2010, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2010.

The balance sheet as of December 31, 2009 has been derived from the audited financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.

References in this Quarterly Report on Form 10-Q to “authoritative guidance” are to the Accounting Standards Codification issued by the Financial Accounting Standards Board (“FASB”) in June 2009.

For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

7

Prior Period Adjustments

In September 2009, the Company discovered an accounting error related to the interpretation of and recording of the fixed fee under its government cost plus fixed fee contracts in the Mobilisa subsidiary, which impacted reported operating results for the year ended December 31, 2008 and first two quarters of 2009. Management evaluated the impact that these errors would have had on the financial statements and determined that these errors would not have been material to the financial statements from a quantitative or qualitative perspective for those periods.  However, the amount of the adjustment required to correct these errors was deemed to be material to the results for 2009. These errors were corrected as of September 30, 2009 and the required adjustments were made to the reported results for the comparative quarters and nine months ended September 30, 2008.  In addition, the previously published balance sheet as of December 31, 2008 was adjusted, decreasing accumulative deficit by $141,149.

The following tables summarize the impact of this accounting error on our previously published financial statement by caption for the three and six month periods ended June 30, 2009 in this Quarterly Report on Form 10-Q.  The consolidated statement of operations and statement of cash flows have been labeled as “Revised” where applicable.

 STATEMENTS OF OPERATIONS:

	Quarter Ended June 30, 2009								Six Months Ended June 30, 2009
	Original			Prior Period		Revised			Original			Prior Period		Revised
	Presentation			Adjustments		Presentation			Presentation			Adjustments		Presentation
Revenues	$	3,918,341		$	21,196	$	3,939,537		$	6,040,053		$	42,822	$	6,082,875
Cost of revenues		1,312,536			—		1,312,536			2,038,209			—		2,038,209
Gross profit		2,605,805			21,196		2,627,001			4,001,844			42,822		4,044,666
Operating expenses		2,152,692			—		2,152,692			4,106,847			—		4,106,847
Income (loss) from operations		453,113			21,196		474,309			(105,003	)		42,822		(62,181	)
Other income (expense)		(1,316	)		-		(1,316	)		434			-		434
Net income (loss)	$	451,797		$	21,196	$	472,993		$	(104,569	)	$	42,822	$	(61,747	)
Earnings per share:
Basic	$	0.02		$	0.00	$	0.02		$	(0.00	)	$	0.00	$	(0.00	)
Diluted	$	0.02		$	0.00	$	0.02		$	(0.00	)	$	0.00	$	(0.00	)

STATEMENT OF CASH FLOWS:

	For the Six Months Ended June 30, 2009
	Original			Prior Period			Revised
Caption	Presentation			Adjustments			Presentation
Net loss	$	(104,569	)	$	42,822		$	(61,747	)
Accounts receivable	$	(1,705,468	)	$	(42,822	)	$	(1,748,290	)
Net cash used in operating activities	$	(836,494	)	$	-		$	(836,494	)

Recently Issued Accounting Pronouncements

In April 2009, the FASB issued guidance included in ASC Topic 320-10-65, “Interim Disclosures About Fair Value of Financial Instruments”.  This update requires fair value disclosures for financial instruments that are not currently reflected on the balance sheet at fair value on a quarterly basis and is effective for interim periods ending after June 15, 2009.  The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and notes payable.  At March 31, 2010 and December 31, 2009 the carrying value of the Companies financial instruments approximated fair value, due to their short term nature.  The carrying value of the long-term portion of the notes payable approximates fair value based on market interest rate applied.

In June 2009, the FASB issued guidance included in ASC Topic 810-10, “Amendments to FASB Interpretation No. 46(R)”. This updated guidance requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (VIE), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. This guidance became effective for the Company on January 1, 2010 and did not have a material impact on the results of operations and financial condition.

8

In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements.” This ASU establishes the accounting and reporting guidance for arrangements including multiple revenue-generating activities. This ASU provides amendments to the criteria for separating deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments in this ASU also establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in this ASU are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early application is permitted. The Company is currently evaluating this new ASU.

In October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements That Include Software Elements.” This ASU changes the accounting model for revenue arrangements that include both tangible products and software elements that are “essential to the functionality,” and scopes these products out of current software revenue guidance. The new guidance will include factors to help companies determine what software elements are considered “essential to the functionality.” The amendments will now subject software-enabled products to other revenue guidance and disclosure requirements, such as guidance surrounding revenue arrangements with multiple-deliverables. The amendments in this ASU are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early application is permitted. The Company is currently evaluating this new ASU.

In January 2010, the FASB issued ASU No. 2010-6, “Improving Disclosures About Fair Value Measurements”, that amends existing disclosure requirements under ASC 820 by adding required disclosures about items transferring into and out of Levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchases, sales, issuances, and settlements relative to Level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. For the Company, this ASU is effective beginning January 1, 2010, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective beginning January 1, 2011. Since this standard impacts disclosure requirements only, its adoption will not have a material impact on the Company’s consolidated results of operations or financial condition.

In March 2010, the FASB ratified a consensus of the FASB Emerging Issues Task Force that recognizes the milestone method as an acceptable revenue recognition method for substantive milestones in research or development arrangements. This consensus would require its provisions be met in order for an entity to recognize consideration that is contingent upon achievement of a substantive milestone as revenue in its entirety in the period in which the milestone is achieved. In addition, this consensus would require disclosure of certain information with respect to arrangements that contain milestones. This issue is effective on a prospective basis for milestones achieved in fiscal years beginning after June 15, 2010. The Company is currently evaluating the impact of this consensus on its consolidated results of operations and financial condition.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes.  Significant estimates and assumptions that affect amounts reported in the financial statements include impairment of goodwill, valuation of intangible assets, deferred tax valuation allowances, allowance for doubtful accounts and the fair value of stock options granted under the Company’s stock-based compensation plans.  Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

9

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less when purchased.  As of June 30, 2010, cash equivalents included money market funds (with maturities at date of purchase of three months or less) of $866,655.

Allowance for Doubtful Accounts

The Company records its allowance for doubtful accounts based upon its assessment of various factors.  The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect customers’ ability to pay.

Inventory

Inventory is stated at the lower of cost or market and cost is determined using the first-in, first-out method.  Inventory is primarily comprised of finished goods.

Goodwill

Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations.  Pursuant to ASC Topic 350, the Company tests goodwill for impairment on an annual basis, or between annual tests, in certain circumstances, such as the occurrence of operating losses or a significant decline in earnings associated with the asset. The Company evaluates goodwill for impairment using the two-step process. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit. If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment. The Company performs the initial step by comparing the carrying value to the estimated fair value of the reporting units, which is determined by considering future discounted cash flows, market transactions and multiples, among other factors.

Intangible Assets

Acquired intangible assets include trade names, patents, developed technology and backlog described more fully in Note 3. The Company uses the straight line method to amortize these assets over their estimated useful lives. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC Topic 360.  To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets.  Impairment is measured at fair value.

Revenue Recognition and Deferred Revenue

Revenue is generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, collectability is probable, and there is no future Company involvement or commitment.  The Company sells its commercial products directly through its sales force and through distributors.  Revenue from directsales of products is recognized when shipped to the customer and title has passed. The Company’s products require continuing service or post contract customer support and performance; accordingly, a portion of the revenue pertaining to the service and support is deferred based on its fair value and recognized ratably over the period in which the future service, support and performance are provided, which is generally one to three years.

The Company recognizes revenues from licensing of its patented software to customers. The Company’s licensed software requires continuing service or post contract customer support and performance; accordingly, a portion of the revenue is deferred based on its fair value and recognized ratably over the period in which the future service, support and performance are provided, which is generally one to three years.  Royalties from the licensing of the Company’s technology are recognized as revenues in the period they are earned.  For the six month periods ended June 30, 2010 and 2009, the Company received $2,158 and $4,124 respectively, in royalty fees.

10

Revenue from research and development contracts are generally with government agencies under long-term cost-plus fixed-fee contracts, where revenue is based on time and material costs incurred.  Revenue from these arrangements is recognized as time is spent on the contract and materials are purchased.  Research and development costs are expensed as incurred.

The Company also performs consulting work for other companies.  These services are billed based on time and materials.  Revenue from these arrangements is also recognized as time is spent on the contract and materials are purchased.

Subscriptions to database information can be purchased for month-to-month, one, two, and three year periods.  Revenue from subscriptions are deferred and recognized over the contractual period, which is typically three years.

The Company offers enhanced extended warranties for its sales of hardware and software at a set price.  The revenue from these sales are deferred and recognized on a straight-line basis over the contractual period, which is typically three years.

Under the provisions of ASC Topic 605-25, “Revenue Arrangements with Multiple Deliverables,” revenue arrangements were allocated to the separate units of accounting based on their relative fair values and revenue is recognized in accordance with its policy as stated above.

Business Concentrations and Credit Risk

During the three and six months ended June 30, 2010, the Company made sales to one and two customers that accounted for approximately 29% and 40% of total revenues, respectively.  These revenues resulted from a research contract U.S. government and a large telecommunications company.  These customers represented 20% of total accounts receivable at June 30, 2010.  During the three and six month periods ended June 30, 2009, the Company made sales to two customers that accounted for approximately 45% and 54% of total revenues, respectively.  These revenues result from a research contract with the U.S. government and sales to a large telecommunications company.  These customers represented 58% of total accounts receivable at June 30, 2009.

The above listing is not intended to be a comprehensive list of all of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management's judgment in their application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result.

Note  2.  Acquisition

Acquisition of Positive Access Corporation

On August 31, 2009, the Company acquired 100% of the common stock of Positive Access Corporation, the leading competitor to Intellicheck Mobilisa for developing drivers’ license reading software. The acquisition of Positive Access will increase the Company’s market presence in the commercial markets. The terms include cash payments of $1,225,000, payable $625,000 at August 31, 2009, $400,000 at August 31, 2010 and $200,000 at August 31, 2011.  The notes payable have been recorded in the financial statements net of deferred debt discount of $40,000.  In addition, the Company issued 608,520 shares of common stock valued at $750,001, plus direct issue costs of $13,000.  The recorded fair value of the stock is based on the closing stock price on August 31, 2009, net of a discount of 15%, since the stock was unregistered and is subject to restrictions on its sale.  Acquisition related costs of approximately $37,000 were expensed in connection with this transaction.  The transaction was accounted for using the purchase method of accounting.   In June 2010, through a reinterpretation of the original purchase agreement, the Company amended the terms of the Non-Compete Agreement with the former Positive Access principals, resulting in an increase in the purchase price of $50,000.  As the fair value of the non-compete agreement was already included in intangible assets, this amount was added to goodwill in the second quarter of 2010.   The results of Positive Access Corporation’s operations have been included in the accompanying consolidated financial statements from September 1, 2009. Pro forma supplemental financial information was not included as the impact of the acquisition was not material to the operations of the Company.

11

The total preliminary purchase price was allocated to the estimated fair value of the assets acquired and liabilities assumed based on third party valuations and managements estimates.  The fair value of identified intangible assets and goodwill are considered provisional pending completion of the final valuation.

Purchase Price Allocation

The provisional calculation of purchase price and goodwill and other intangible assets as of August 31, 2009 was as follows:

Cash	$	625,000
Fair value of Intellicheck common stock issued to Positive Access shareholders		750,001
Fair value of notes issued, net of deferred debt discount		560,000
Amended non-compete payment		50,000
Direct issue costs		13,000
Total purchase price	$	1,998,001

Purchase price allocated to:

Tangible assets acquired less liabilities assumed	$	33,000
Identifiable intangible assets		1,393,000
Goodwill		572,001
Tangible assets acquired and liabilities assumed	$	1,998,001

Note  3.  Goodwill and Identified Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30, 2010 were as follows:

Balance at January 1, 2010	$	12,258,661
Positive Access acquisition adjustments		50,000
Balance at June 30, 2010	$	12,308,661

Identifiable intangible assets

The changes in the carrying amount of intangible assets for the six months ended June 30, 2010 were as follows:

Balance at January 1, 2010	$	7,445,234
Amortization expense		(475,550	)
Balance at June 30, 2010	$	6,969,684

The Company has recorded the fair value of the acquired identifiable intangible assets, which are subject to amortization, using the income approach. The following table sets forth the components of these intangible assets as of June 30, 2010 and December 31, 2009:

	As of June 30, 2010
	Estimated	Adjusted					Net
	Useful	Carrying		Accumulated			as of
Amortized Intangible Assets	Life	Amount		Amortization			06/30/2010
Trade name	20 years	$	704,458	$	(113,035	)	$	591,423
Patents and copyrights	17 years		1,117,842		(245,516	)		872,326
Non-compete agreements	5 years		310,000		(51,667	)		258,333
Developed technology years	7 years		3,941,310		(1,400,124	)		2,541,186
Backlog	3 years		303,400		(303,400	)		-
Non-contractual customer relationships	15 years		3,268,568		(562,152	)		2,706,416
		$	9,645,578	$	(2,675,894	)	$	6,969,684

12

	As of December 31, 2009
	Adjusted					Net
	Carrying		Accumulated			as of
Amortized Intangible Assets	Amount		Amortization			12/31/2009
Trade name	$	704,458	$	(88,584	)	$	615,874
Patents and copyrights		1,135,342		(231,273	)		904,069
Non-compete agreements		310,000		(20,667	)		289,333
Developed technology		3,941,310		(1,122,740	)		2,818,570
Backlog		303,400		(303,400	)		-
Non-contractual customer relationships		3,268,568		(451,180	)		2,817,388
	$	9,663,078	$	(2,217,844	)	$	7,445,234

The following summarizes amortization of acquisition related intangible assets included in the statement of operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Cost of sales	$	197,853	$	170,677	$	395,708	$	341,355
General and administrative		39,921		20,004		79,842		40,008
	$	237,774	$	190,681	$	475,550	$	381,363

The Company expects that amortization expense for the next five succeeding years will be as follows:

Year 1	$	951,099
Year 2		935,098
Year 3		914,936
Year 4		704,706
Year 5		336,292

These amounts are subject to change based upon the review of recoverability and useful lives that are performed at least annually.

Note 4.  Credit Facility

The Company’s Mobilisa subsidiary previously had a $250,000 revolving line of credit with Bank of America.  During the first quarter of 2010, the Company decided not to renew the facility.

Note 5.  Notes Payable

In connection with the Positive Access acquisition, the Company issued notes to the principals totaling $600,000, payable $400,000 at August 31, 2010 and $200,000 at August 31, 2011.  The notes payable were initially recorded in the financial statements net of deferred debt discount of $40,000.  The deferred debt discount is being amortized on a straight line basis, which approximated the effective interest method.  Total interest expense of $7,500 and $15,000 was recorded in the quarter and six month periods ended June 30, 2010, respectively.

13

The notes are shown net of the deferred debt discount as follows:

	AsofJune30,2010
			Deferred
	Gross		DebtDiscount			Net
Notes payable – current portion	$	400,000	$	(3,333	)	$	396,667
Notes payable – long-term portion		200,000		(11,667	)		188,333
Total	$	600,000	$	(15,000	)	$	585,000

	As of December 31, 2009
			Deferred
	Gross		Debt Discount			Net
Notes payable – current portion	$	400,000	$	(13,333	)	$	386,667
Notes payable – long-term portion		200,000		(16,667	)		183,333
Total	$	600,000	$	(30,000	)	$	570,000

Note 6.  Income Taxes

As of June 30, 2010, the Company had net operating loss carryforwards (NOL’s) for federal and New York state income tax purposes of approximately $38.2 million.  There can be no assurance that the Company will realize the entire benefit of the NOL’s.  The federal and New York state NOL’s are available to offset future taxable income and expire from 2018 through 2029 if not utilized.  Under Section 382 of the Internal Revenue Code, these NOL’s may be limited due to ownership changes.  The Company has not yet completed its review to determine whether or not these NOL’s will be limited under Section 382 of the Internal Revenue Code due to the ownership change from the acquisition of Mobilisa, Inc.

The Company has recorded a full valuation allowance against its net deferred assets since management believes that it is more likely than not that these assets will not be realized.

In the first quarters of 2010 and 2009, the Company has not recorded tax provisions due to the expected utilization of net operating loss carryforwards.  The effective tax rate for the six months ended June 30, 2010 and 2009 is different from the tax benefit that would result from applying the statutory tax rates primarily due to the recognition of valuation allowances.

Note 7. Net Income (Loss) per Common Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive shares. The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated:

14

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2010			2009		2010			2009
				(Revised)					(Revised)
Numerator:
Net income (loss)	$	(601,650	)	$	472,993	$	(1,421,930	)	$	(61,747	)
Denominator:
Weighted average common shares – basic		26,583,648			25,418,322		26,370,625			25,388,534
Dilutive effect of equity incentive plans		-			1,099,271		-			-
Weighted average common shares – diluted		26,583,648			26,517,593		26,370,625			25,388,534
Net income (loss) per share
Basic	$	(0.02	)	$	0.02	$	(0.05	)	$	(0.00	)
Diluted	$	(0.02	)	$	0.02	$	(0.05	)	$	(0.00	)
Common stock equivalents excluded from income (loss) per diluted share because their effect would be anti-dilutive
Stock options		2,411,559			1,040,111		2,411,559			2,712,571
Warrants		599,000			599,000		599,000			626,275
Total		3,010,559			1,639,111		3,010,559			3,338,846

Note 8.  Stock-Based Compensation

The Company accounts for the issuance of equity awards to employees in accordance with ASC Topic 715 and 505, which requires that the cost resulting from all share based payment transactions be recognized in the financial statements.  This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all share based payment transactions with employees.

In addition, the Company accounts for the issuance of equity awards to consultants in accordance with ASC Topic 505-50.  Subject to a consulting agreement described below with an investor relations firm, the Company issued 10,417 restricted shares of its common stock per month commencing March 16, 2009.  During the three and six month periods ending June 30, 2010, the Company recorded the fair value of $53,856 and $143,650, respectively, for these shares in general and administrative expenses.

Stock based compensation expense for the three and six months ended June 30, 2010 and 2009 is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Compensation cost recognized:
Stock options	$	58,759	$	62,174	$	85,636	$	121,370
Restricted stock		53,856		91,562		143,650		144,894
	$	112,615	$	153,736	$	229,286	$	266,264

Stock based compensation included in operating expenses as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Selling	$	13,135	$	5,516	$	19,257	$	10,785
General and administrative		72,407		136,345		170,664		231,724
Research & development		27,073		11,875		39,365		23,755
	$	112,615	$	153,736	$	229,286	$	266,264

15

In order to retain and attract qualified personnel necessary for the success of the Company, the Company adopted several Stock Option Plans from 1998 through 2004 (and an amendment to the 2004 plan in 2006 pursuant to which the plan was renamed the “2006 Equity Incentive Plan” and amended to provide for the issuance of other types of equity incentives such as restricted stock grants) (collectively, the “Plans”) covering up to 6,250,000 of the Company’s common shares, pursuant to which officers, directors, key employees and consultants to the Company are eligible to receive incentive stock options and nonqualified stock options. The Compensation Committee of the Board of Directors administers these Plans and determines the terms and conditions of options granted, including the exercise price.  These Plans generally provide that all stock options will expire within ten years of the date of grant.  Incentive stock options granted under these Plans must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110% of the fair market value per share at the date of the grant for grants to persons owning more than 10% of the voting stock of the Company.  These Plans also entitle non-employee directors to receive grants of non-qualified stock options as approved by the Board of Directors.

Option activity under the Plans as of June 30, 2010 and changes during the six months ended June 30, 2010 were as follows:

	Shares			Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2010		2,632,117		$	1.72	3.50 years	$	6,168,094
Granted		303,000			1.49
Exercised		(313,357	)		0.47
Forfeited or expired		(210,201	)		4.53
Outstanding at June 30, 2010		2,411,559		$	1.61	3.08 years	$	1,402,887
Exercisable at June 30, 2010		1,818,622		$	1.55	2.72 years	$	1,349,267

Included in the table are 12,500 non-plan options, of which all options are fully vested.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the second quarter of 2010 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2010.  This amount changes based upon the fair market value of the Company’s stock.  The total intrinsic value of options exercised for the three and six months ended June 30, 2010 was $196,769 and $460,520, respectively.

As of June 30, 2010, unrecognized compensation expense, net of estimated forfeitures, related to granted and non-vested stock options and restricted stock amounted to approximately $436,107 and is expected to be recognized over a weighted-average period of 2.0 years.

As of June 30, 2010, the Company had 1,379,450 options available for future grant under the Plans.

The Company uses the Black-Scholes option pricing model to value the options. The table below presents the weighted average expected life of the options in years. The expected life computation is based on historical exercise patterns and post-vesting termination behavior. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

The fair value of share-based payment units was estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Weighted average fair value of grants	$	1.45		$	0.91		$	1.45		$	0.72
Valuation assumptions:
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected volatility		77.1	%		59.9	%		77.3	%		58.8	%
Expected life (in years)		4.5			4.68			4.5			4.6
Risk-free interest rate		2.14	%		2.60	%		2.15	%		1.92	%

 

16

Note 9.  Warrants

All warrants have been issued with an exercise price that is equal to or above the fair market value of the Company’s common stock on the date of grant.  As of June 30, 2010, the Company had warrants outstanding for 599,000 shares of common stock at a weighted average exercise price of $5.27 per share, which will expire between August 9, 2010 and August 21, 2011.  No warrants were exercised during the six months ended June 30, 2010.  During the six month period ended June 30, 2009, warrants for 39,276 common shares were exercised at $0.23 per share with an intrinsic value of $14,532.

Note 10.  Legal Proceedings

In December 2009, the Company was named a defendant in a lawsuit filed by Eid Passport Inc. The Complaint filed and served by Eid Passport asserts claims for monopolization and attempted monopolization under federal and Oregon antitrust laws, as well as an Oregon state law claim for intentional interference with contract, business relationships and/or prospective advantage.  In connection with these claims, Eid Passport alleges that Intellicheck Mobilisa engaged in unlawful exclusionary and predatory conduct in competing with Eid Passport and others in the sale/licensing of drivers license reading technology and products. In January, 2010, the Company moved to dismiss all antitrust claims and moved to compel arbitration of the intentional interference claim.  On February 26, 2010, before the Company's motions were heard by the Court, Eid Passport filed an Amended Complaint. The amended complaint reasserts the same antitrust claims, withdraws the claim for intentional interference, and makes an additional claim for false advertising in violation of the Lanham Act.  The Company filed a motion to dismiss the Amended Complaint with prejudice.  On July 16, 2010, the motion for dismissal with prejudice was denied.  The Company continues to vigorously defend itself against the lawsuit.

The Company is not aware of any infringement by our products or technology on the proprietary rights of others.

Other than as set forth above, we are not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material adverse effect on our business.

Note 11.  Commitments and Contingencies

In March 2009, the Company entered into an agreement with an investor relations firm.  The engagement period is for twelve months commencing March 16, 2009.  The agreement shall be automatically renewed for successive twelve month periods unless either party gives written notice no later than 30 days prior to the expiration period.  In exchange for its services, the Company will pay the firm $13,500 per month for the first 24 months of the agreement.  Afterwards, the fee may be subject to change by mutual agreement of the parties.

In addition to the cash fees described above, each month for the first 24 months of the agreement, the Company shall deliver to the investor relations firm 10,417 shares of restricted stock.  The stock will be restricted from sale for a period of two years from the date of grant.

In August 2009, the Company entered into consulting agreements with two previous principals of Positive Access.  In exchange for their services related to the transitioning of operations of Positive Access with Intellicheck Mobilisa, the Company will pay each of the principals $8,333 per month for a period of twelve months commencing September 1, 2009.

In April 2010, the Company entered into a new lease for 9,233 sq. ft. of office space in Jericho, New York to replace its existing Woodbury facility.  The lease is for a seven year period commencing September 2010.  The base rent will be $22,313 per month, subject to annual escalations, plus utilities.

17

Note 12.  Related Party Transactions

Mobilisa leases office space from a company that is wholly-owned by two directors, who are members of management.  For the three and six months ended June 30, 2010, total rental payments for this office space were $18,744 and $37,488, respectively.  For the three and six months ended June 30, 2009, total rental payments for this office space were $18,744 and $37,488, respectively.  The Company entered into a 10-year lease for the office space ending in 2017.  The annual rent for this facility is currently $74,976 and is subject to annual increases based on the increase in the CPI index plus 1%.  The Company is a guarantor of the leased property.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References made in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” “Intellicheck,” or the “Company,” refer to Intellicheck Mobilisa, Inc.

The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three month period ended June 30, 2010 and 2009.  This discussion should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report and in our Annual Report on Form 10-K, for the year ended December 31, 2009.  The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Mobilisa, Inc. (“Mobilisa”) and Positive Access Corporation (“Positive Access”).  The acquisition of Positive Access was completed on August 31, 2009, and therefore Positive Access’s results of operations are included in the financial statements beginning from September 1, 2009.

Overview

Intellicheck Mobilisa is a leading technology company, 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 system, an advanced ID card access control product currently protecting over 70 military and federal locations, and ID-Check, patented technology that instantly reads, analyzes, and verifies encoded data in magnetic stripes and barcodes on government-issue IDs from U.S. and Canadian jurisdictions for the financial, hospitality and retail markets.

Critical Accounting Policies and the Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes.  Significant estimates and assumptions that affect amounts reported in the financial statements include impairment of goodwill, valuation of intangible assets, deferred tax valuation allowances, allowance for doubtful accounts and the fair value of stock options granted under the Company’s stock-based compensation plans.  Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management's judgments and estimates.  These significant accounting policies relate to revenue recognition, stock based compensation, deferred taxes and commitments and contingencies.  These policies and our procedures related to these policies are described in detail below.

18

Revenue Recognition and Deferred Revenue

Revenue is generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, collectability is probable, and there is no future Company involvement or commitment.  The Company sells its commercial products directly through its sales force and through distributors.  Revenue from directsales of our products is recognized when shipped to the customer and title has passed. The Company’s products require continuing service or post contract customer support and performance; accordingly, a portion of the revenue pertaining to the service and support is deferred based on its fair value and recognized ratably over the period in which the future service, support and performance are provided, which is generally one to three years.

The Company recognizes sales from licensing of its patented software to customers. The Company’s licensed software requires continuing service or post contract customer support and performance; accordingly, a portion of the revenue is deferred based on its fair value and recognized ratably over the period in which the future service, support and performance are provided, which is generally one to three years.  Royalties from the licensing of the Company’s technology are recognized as revenues in the period they are earned.

Revenue from research and development contracts are generally with government agencies under long-term cost-plus fixed-fee contracts, where revenue is based on time and material costs incurred.  Revenue from these arrangements is recognized as time is spent on the contract and materials are purchased.  Research and development costs are expensed as incurred.

The Company also performs consulting work for other companies.  These services are billed based on time and materials.  Revenue from these arrangements is also recognized as time is spent on the contract and materials are purchased.

Subscriptions to database information can be purchased for month-to-month, one, two, and three year periods.  Revenue from subscriptions are deferred and recognized over the contractual period, which is typically three years.

The Company offers enhanced extended warranties for its sales of hardware and software at a set price.  The revenue from these sales are deferred and recognized on a straight-line basis over the contractual period, which is typically three years.

Stock-Based Compensation

The Company accounts for the issuance of equity awards to employees in accordance with ASC Topic 715 and 505, which requires that the cost resulting from all share based payment transactions be recognized in the financial statements.  This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all share based payment transactions with employees.

Deferred Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carry forwards.  Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  We have recorded a full valuation allowance for our net deferred tax assets as of June 30, 2010, due to the uncertainty of the realizability of those assets.

Commitments and Contingencies

We are not currently involved in any legal proceedings that we believe would have a material adverse effect on our financial position, results of operations or cash flows.

The above listing is not intended to be a comprehensive list of all of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management's judgment in their application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result.

19

Results of Operations (All figures have been rounded to the nearest $1,000)

Comparison of the three months ended June 30, 2010 to the three months ended June 30, 2009

Revenues for quarter ended June 30, 2010 decreased 24% to $3,003,000 compared to $3,939,000 for the previous year.

	Three months ended June 30,				%
	2010		2009		Change
Identity Systems	$	2,127,000		2,717,000		(22	)
Wireless R&D		876,000		1,222,000		(28	)
	$	3,003,000	$	3,939,000		(24	)

The decrease in Identity Systems revenues in the second quarter of 2010 is primarily a result of approximately $1.1 million in sales to a telecommunications company in the second quarter of 2009, including an enterprise wide software license and hardware sales.  The decrease in Wireless R&D revenues is due to the completion of our RadHaz military contract, lower buoy equipment purchases and a reallocation of our software engineering resources to Identity Systems projects.   Total booked orders were $2.0 million in the second quarter of 2010 compared to $2.7 million in the second quarter of 2009.  As of June 30, 2010, our backlog, which represents non-cancelable sales orders for products not yet shipped and services to be performed, was approximately $4.9 compared to $7.3 million at June 30, 2009.  Previously, the Company recorded in backlog certain Wireless R&D contracts when the award is announced and included in the congressional budget with the Company named as the requestor.  As of June 30, 2010, management reduced the current period backlog by $3.3 million.  This was done because Congress announced that earmarks awarded to public companies in FY 2010 are now subject to competition, even when the government had previously determined that a sole-source justification was the best option.  Therefore, we will now be competing for the FY 2010 earmark for Littoral Sensor Grid.  The entire backlog is expected to be realized over the next twelve to eighteen months.

Our gross profit as a percentage of revenues was 66.6% for the three months ended June 30, 2010 compared to 66.7% for the three months ended June 30, 2009.  The gross profit percentage decrease in 2010 was a partially a result of a change in product mix.  Merger related intangible amortization costs included in cost of sales were $198,000 in the three months ended June 30, 2010 compared to $171,000 in the three months ended June 30, 2009. In addition, the prior period percentage was positively impacted by a large enterprise software license entered into.   Going forward, we anticipate that our gross margins may decrease if we sell a greater percentage of bundled hardware/software solutions and lower percentage of large enterprise wide software licenses.

Operating expenses, which consist of selling, general and administrative and research and development expenses, increased 21% to $2,595,000 for the three months ended June 30, 2010 from $2,153,000 for the three months ended June 30, 2009.  Selling expenses decreased by $143,000 principally as a result of lower commissions on the decreased revenue levels.  General and administrative expenses increased by $632,000 principally due to increased payroll costs including new hires, contracted consulting fees to the former Positive Access principals, legal fees related litigation, contract review and shelf registration statement and additional Board and consulting fees.  Research and development costs decreased by $46,000, principally as a result of a reduction in allocated time to R&D projects due to lower Wireless revenues.  As the Company experiences sales growth, we expect that we will incur additional operating expenses to support this growth, including the hiring of additional salespersons and increasing marketing campaigns.  Research and development expenses may also increase as the level of research and development projects increase and we continue to integrate additional products and technologies with our patented ID-Check technology.

Interest income was insignificant in both the three months ended June 30, 2010 and 2009. We have continued our investment strategy to invest in short term liquid investments with emphasis on FDIC and SIPC insured protection.

20

Interest expense in 2010 represents the amortization of deferred debt discount on the notes payable to former principals of Positive Access.

We have incurred net losses in the second quarter of 2010 and have not provided for income taxes.  While there was net income in the second quarter of 2009, we have not recorded a tax provision due to the utilization of net operating loss carryforwards.

As a result of the factors noted above, our net loss was $602,000 for the three month ended June 30, 2010 as compared to net income of $473,000 for the three months ended June 30, 2009.

Comparison of the six months ended June 30, 2010 to the six months ended June 30, 2009

Revenues decreased by 7%, to $5,678,000 for the six months ended June 30, 2010 from $6,083,000 for the six months ended June 30, 2009.

	Six months ended June 30,				%
	2010		2009		Change
Identity Systems	$	4,010,000	$	3,593,000		12
Wireless R&D		1,668,000		2,490,000		(33	)
	$	5,678,000	$	6,083,000		(7	)

Our gross profit as a percentage of revenues amounted to 66.0% for the six months ended June 30, 2010 compared to 66.5% for the six months ended June 30, 2009.  The decrease in the percentage is primarily a result of merger related amortization costs, which represented $396,000 of cost of sales in the first six months of 2010 compared to $341,000 of cost of sales in the first six months of 2009.  This was partially offset by higher software design fees in 2010 which generate higher margins than traditional products offered.

Operating expenses, which consist of selling, general and administrative and research and development expenses, increased 26% to $5,157,000 for the six months ended June 30, 2010 from $4,107,000 for the six months ended June 30, 2009.  Consolidated selling expenses decreased 7% to $953,000 for the six months ended June 30, 2010 from $1,028,000 for the six months ended June 30, 2009, principally as a result of lower sales commissions.  General and administrative expenses increased 61% to $2,815,000 for the six months ended June 30, 2010 from $1,748,000 for the six months ended June 30, 2009, principally due to increased payroll costs, contracted consulting fees to the former Positive Access principals, legal fees related to litigation and shelf registration statement and additional Board and consulting fees and higher intangible amortization.  Research and development expenses increased 4% to $1,389,000 for the six months ended June 30, 2010 from $1,331,000 for the six months ended June 30, 2009, principally a result of salary increases.

Interest income was insignificant in both periods presented.

Interest expense of $15,000 in 2010 represents the amortization of deferred debt discount on the notes payable to former principals of Positive Access.

We have incurred net losses to date; therefore, we have paid nominal income taxes.

As a result of the factors noted above, our net loss increased from $62,000 for the six months ended June 30, 2009 to $1,422,000 for the six months ended June 30, 2010.

Liquidity and Capital Resources

As of June 30, 2010, the Company had cash and cash equivalents of $2,278,000, working capital (defined as current assets minus current liabilities) of $1,445,000, total assets of $24,564,000 and stockholders’ equity of $20,534,000.

21

During the six months ended June 30, 2010, the Company used net cash of $743,000 in operating activities compared to $836,000 during the six months ended June 30, 2009.  This decrease in 2010 is primarily a result of a higher net loss for the first half of 2010, partially offset by higher non-cash charges and changes in working capital.  Cash used by investing activities was $136,000 in the first half of 2010 compared to $107,000 in the same period last year.  The use of cash for the 2010 period reflects capital expenditures principally related to equipment purchases and leasehold improvements.  Cash provided by financing activities was $148,000 in the period ended June 30, 2010 compared to $16,000 in the same period last year.  The increase in 2010 is a result of higher proceeds from the exercise of stock options.

We currently anticipate that our available cash on hand and marketable securities, as well as cash from operations will be sufficient to meet our anticipated working capitals and capital expenditure requirements for at least the next 12 months.

We keep the option open to raise additional funds to respond to business contingencies which may include the need to fund more rapid expansion, fund additional marketing expenditures, develop new markets for our technology, enhance our operating infrastructure, respond to competitive pressures, or acquire complementary businesses or necessary technologies.  There can be no assurance that the Company will be able to secure the additional funds when needed or obtain such on terms satisfactory to the Company, if at all.

On May 27, 2010, the Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”). Under the shelf registration statement, which was declared effective by the SEC on July 19, 2010, the Company may offer and sell, from time to time in the future in one or more public offerings, its common stock, preferred stock, warrants, and units. The aggregate initial offering price of all securities sold by the Company will not exceed $25,000,000, and, pursuant to SEC rules, the Company may only sell up to one-third of the market cap held by non-affiliate stockholders in any 12-month period.

The specific terms of any future offering, including the prices and use of proceeds, will be determined at the time of any such offering and will be described in detail in a prospectus supplement which will be filed with the SEC at the time of the offering.

In addition, the shelf registration statement provides that certain selling stockholders may offer, from time to time, up to 3,000,000 shares of Intellicheck Mobilisa, Inc. common stock in the aggregate.

The shelf registration statement is designed to give the Company the flexibility to access additional capital at some point in the future when market conditions are appropriate.

We are currently involved in certain legal proceedings as discussed in Item 1, Note 10 in the Notes to the Consolidated Financial Statements, above. We do not believe these legal proceedings will have a material adverse effect on our financial position, results of operations or cash flows.

Net Operating Loss Carry Forwards

As of June 30, 2010, the Company had net operating loss carryforwards (“NOL’s”) for federal and New York state income tax purposes of approximately $38.2 million.  There can be no assurance that the Company will realize the entire benefit of the NOL’s. The federal and New York state NOL’s are available to offset future taxable income and expire from 2018 to 2029, if not utilized.  The Company has not yet completed its review to determine whether or not these NOL’s will be limited under Section 382 of the Internal Revenue Code due to the ownership change from the acquisition of Mobilisa, Inc.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have never established any special purpose entities.  Other than Mobilisa’s guarantee on the mortgage of the property it leases from a related party as disclosed in Note 12, we have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

22

Forward Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, loss from operations and cash flow. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents.  The Company maintains cash between three financial institutions.  The Company performs periodic evaluations of the relative credit standing of these institutions.

Item 4T.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer evaluated, with the participation of our management, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.  As of June 30, 2010, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures, as defined in Securities Exchange Act Rule 13a-15(e) and 15d-15(e), were effective.

Our disclosure controls and procedures have been formulated to ensure (i) that information that we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 were recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) that the information required to be disclosed by us is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of 2010 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

See Note 10 to the Notes to Consolidated Financial Statements found in Item 1 of this Form 10-Q (listed under “Legal Proceedings”).

Item 1A.  RISK FACTORS

Current economic conditions may cause a decline in business and consumer spending which could adversely affect our business and financial performance.

 

23

While a significant portion of our business is with the U.S. government, our operating results may be impacted by the overall health of the North American economy.  Our business and financial performance, including collection of our accounts receivable, realization of inventory, recoverability of assets including investments, may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility, recession, etc.

Our operations and financial results are subject to various other risks and uncertainties that could adversely affect our business, financial condition, results of operations, and trading price of our common stock. Please refer to our annual report on Form 10-K for fiscal year 2009 for information concerning other risks and uncertainties that could negatively impact us.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

Item 4.  (REMOVED AND RESERVED)

Item 5.  OTHER INFORMATION

None

Item 6.  EXHIBITS

(a) The following exhibits are filed as part of the Quarterly Report on Form 10-Q:

Exhibit No.	Description
10.1	Agreement of Lease between Intellicheck Mobilisa, Inc. and JQ1 Associates, LLC dated as of April 19, 2010
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	18 U.S.C. Section 1350 Certifications

24

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 thereunto duly authorized.

Date:    August 9, 2010	INTELLICHECK MOBILISA, INC.
	By:	/s/ Nelson Ludlow
		Nelson Ludlow, PhD
		Chief Executive Officer
	By:	/s/ Peter J. Mundy
		Peter J. Mundy
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

25

EX-10.1

AGREEMENT OF LEASE

made as of this 10 day of April, 2010, by and between JQ1 ASSOCIATES, LLC, a New York limited liability company, having its principal office at 100 Jericho Quadrangle, Jericho, New York 11753, hereinafter referred to as “Landlord” and INTELLICHECK MOBILISA, INC., with offices located at 191 Otto Street, Port Townsend, WA  98368, hereinafter referred to as “Tenant”.

WITNESSETH:            Landlord and Tenant hereby covenant and agree as follows:

SPACE

1.         Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord the space consisting of Suite 202 substantially as shown on the rental plan initialed by the parties and made part hereof as Exhibit 1 in the  building known as 100 Jericho Quadrangle, Jericho, New York, 11753 (the “Building”), hereinafter referred to as the “Demised Premises”. The parties agree that for all purposes of this lease the Demised Premises consist of 9,233 rentable square feet.  Tenant shall also be permitted to use, on a non-exclusive basis, in common with other tenants at the Building, the common facilities of the Building. Such use of such facilities shall be subject to such reasonable rules, regulations and procedures governing the use thereof as Landlord shall from time to time promulgate.

TERM

2.         A.         The term of this lease (“Lease”) shall commence on September 1, 2010, hereinafter referred to as the “Term Commencement Date”, and shall terminate on March 31, 2018, hereinafter referred to as the “Expiration Date”, unless earlier terminated or extended as provided herein.

B.         If, on the foregoing date specified for the Term Commencement Date, "Landlord's Initial Construction" (as defined in Article 5 hereof) shall not be "substantially completed" in accordance with Schedule A annexed hereto, then the Term Commencement Date shall be postponed until the date on which Landlord's Initial Construction shall be "substantially completed" and the term of this Lease (hereinafter referred to as the "Demised Term") shall be extended so that the Expiration Date shall be seven (7) years and seven (7) months after the last day of the month in which the Term Commencement Date occurs.  "Substantially completed" as used herein is defined to mean when the only items of Landlord's Initial Construction to be completed are those which do not materially interfere with Tenant's use and occupancy of the Demised Premises.  Should the Term Commencement Date be a date other than the first day of the month, Tenant shall pay a pro rata portion of the rent from such date to the first day of the following month.

C.         Notwithstanding anything to the contrary contained herein, Tenant shall have reasonable access to the Demised Premises at least three (3) weeks prior to the Term Commencement Date for the purpose of installing cable, equipment, furniture and fixtures and for readying the Demised Premises for Tenant’s occupancy, provided that such access does not interfere with or delay the implementation and completion of Landlord’s Initial Construction.  Said occupancy during such three (3) week prior access period shall be subject to all rights and obligations of this Lease except the obligation to pay rent, additional rent or other financial obligations under the terms of the Lease.

RENT

3.         A.         Tenant agrees to pay the base annual rental and electricity rate in equal monthly installments in advance, on the first day of each calendar month during the Demised Term at the office of Landlord, except that Tenant shall pay the first monthly installment on execution hereof.  Tenant shall pay the rent as above and as hereinafter provided, without any set off or deduction whatsoever.  As used herein, the term “Lease Year” shall mean each consecutive twelve (12) calendar month period, the first such period commencing on the Rent Commencement Date (as hereinafter defined) and ending on the day immediately preceding the first anniversary of the Rent Commencement Date; provided, however, if the Rent Commencement Date shall be a date other than the first day of a calendar month, then the first Lease Year shall commence on the Rent Commencement Date and shall end on the last day of the month in which the first anniversary of the Rent Commencement Date shall occur.  The “Rent Commencement Date” shall be seven (7) months after the Term Commencement Date.

Intellicheck Mobilisa, Inc.

Page 1

B.         The base annual rental and electricity rate payable by Tenant shall be as set forth below:

					Total Base		Monthly Base
	Base Annual		Base Annual		Annual Rental and		Annual Rental and
	Rental Rate (1)		Electric Rate (2)		Electricity Rate (1, 2)		Electricity Rate (1, 2)
Lease Year 1	$	267,757.00	$	30,930.55	$	298,687.55	$	24,890.63
Lease Year 2		275,789.71		30,930.55		306,720.26		25,560.02
Lease Year 3		284,063.40		30,930.55		314,993.95		26,249.50
Lease Year 4		292,585.30		30,930.55		323,515.85		26,959.65
Lease Year 5		301,362.86		30,930.55		332,293.41		27,691.12
Lease Year 6		310,403.75		30,930.55		341,334.30		28,444.52
Lease Year 7		319,715.86		30,930.55		350,646.41		29,220.53
Renewal Period:
Lease Year 8	$	329,307.34	$	30,930.55	$	360,237.89	$	30,019.82
Lease Year 9		339,186.56		30,930.55		370,117.11		30,843.09
Lease Year 10		349,362.15		30,930.55		380,292.70		31,691.06
Lease Year 11		359,843.02		30,930.55		390,773.57		32,564.46
Lease Year 12		370,638.31		30,930.55		401,568.86		33,464.07

(1) Subject to tax escalations pursuant to Article 11.

(2) $30,930.55 included electric is subject to escalations pursuant to Schedule C.

C.         If Tenant shall fail to pay when due any installment of base annual rent or any payment of additional rent for a period of five (5) business days after such installment or payment shall have become due, Tenant shall pay interest thereon at the lesser rate of (i) four percent (4%) per annum in excess of the prime interest rate of Citibank, N.A., as publicly announced from time to time or, if Citibank, N.A. shall cease to exist or announce such rate, any similar rate designated by Landlord which is publicly announced from time to time by any other bank in the City of New York having combined capital and surplus in excess of One Hundred Million and 00/100 Dollars ($100,000,000) ("Prime Rate"), or (ii) the maximum rate of interest, if any, which Tenant may legally contract to pay, from the date when such installment or payment shall have become due to the date of the payment thereof, and such interest shall be deemed additional rent. In addition, Tenant shall pay to Landlord a late fee in the amount of five percent (5%) of such overdue amount to compensate Landlord for its administrative costs associated with such failure to timely pay after such five (5) business day grace period hereinabove provided. Such fee shall be deemed additional rent and shall be payable immediately upon demand.  This provision is in addition to all other rights or remedies available to Landlord for nonpayment of base annual rent or additional rent under this Lease and at law and in equity.

D.         Anything contained herein to the contrary notwithstanding, Tenant shall be entitled to occupy the Demised Premises without any obligations to pay base annual rent for the first, second, third, fourth, sixth, eighth, and tenth months of the Demised Term, commencing on the Term Commencement Date.  Such occupancy shall be subject to all of the other terms, covenants and conditions set forth in this Lease.

USE

4.         Tenant shall use and occupy the Demised Premises only as executive and administrative offices for its business and for no other purpose.  Neither Tenant, nor its successors, subtenants or assigns shall utilize the Demised Premises to conduct a “boiler room” operation as such term is understood in the securities business or a financial services business that is not a member of the New York Stock Exchange.

LANDLORD’S ALTERATIONS FOR TENANT

5.         Landlord, at its expense, will perform the work and make the installations as set forth in the Plan and Schedule A annexed hereto, which is sometimes herein referred to as the "Landlord's Initial Construction".  Tenant shall not alter, demolish or remove Landlord's Initial Construction, or any part thereof, unless Tenant shall, prior to the commencement thereof, obtain Landlord's written consent thereto, and pay to Landlord a sum, fixed by Landlord, for the restoration thereof.

Intellicheck Mobilisa, Inc.

Page 2

UTILITIES

6.         Landlord, during the hours of 8:00 A.M. to 6:00 P.M. on weekdays and on Saturdays from 9:00 A.M. to 1:00 P.M. (“Working Hours”), excluding legal holidays (presently, New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day), shall furnish the Demised Premises with heat and air-conditioning (excluding supplemental air conditioning)in the respective seasons, furnish elevator service to the Demised Premises and provide the Demised Premises with electricity for lighting and usual office equipment pursuant to Schedule C.

LANDLORD'S REPAIRS AND MAINTENANCE

7.         Landlord, at its expense, will make all repairs to and provide the maintenance for the common areas and base systems of the Building as set forth in Schedule B, except such repairs (whether structural or otherwise) and maintenance as may be necessitated by the negligence, improper care or use of such premises and facilities by Tenant, its agents, employees, licensees or invitees, which will be made by Tenant at Tenant's expense as provided in Article 12 hereof. Tenant acknowledges that Landlord shall have no obligation to perform its repair and maintenance obligations hereunder, except during Landlord’s regular working hours, except in the event of an emergency. If Tenant desires Landlord to perform any such repair and maintenance obligations at any hours other than Landlord’s regular working hours, Landlord shall use its reasonable efforts to accommodate Tenant’s request, provided, however, that Tenant shall pay to Landlord, as additional rent, any overtime charges incurred by Landlord as a result thereof.

WATER SUPPLY

8.         Landlord, at its expense, shall furnish hot and cold water for Building lavatory purposes and cold water for pantry purposes.  Landlord shall install in the Demised Premises a hot water heater for Tenant’s pantry and lavatories.  Such hot water heater(s) shall be maintained and serviced by or at Tenant’s expense.

PARKING FIELD

9.         Tenant shall have the right to use forty-six (46) parking spaces, of which five (5) shall be in the reserved executive area, for the parking of automobiles of Tenant, its employees and invitees, in the parking area reserved for tenants of the Building (hereinafter sometimes referred to as “Building Parking Area”) subject to the Rules and Regulations now or hereafter adopted by Landlord.  Tenant shall not use nor permit any of its officers, agents or employees to use any parking area other than the Building Parking Area, nor use in excess of Tenant’s allotted number of spaces therein.  Tenant further acknowledges that a violation of the provisions of this Article 9 shall constitute a material breach of this Lease.

DIRECTORY

10.       Landlord will furnish in the lobby of the Building a directory which will contain listing(s) requested by Tenant not to exceed twenty (20) listings.  There will be a charge for the replacement of listing(s).

TAXES

11.       A.         If the Taxes which would be assessable to Landlord in any escalation year (without taking into consideration any reductions or abatements granted to Landlord by the taxing authorities by reason of vacancies or other hardships or provisions of law) shall be increased above the Tax Base, then Tenant shall pay to Landlord as additional rent for such escalation year a sum equal to 3.398% of such increases in Taxes (based on the ratio of the Demised Premises area of 9,233 square feet to the Building Area of 271,740 square feet).  The Tax Base shall be the Taxes actually payable by Landlord (subject to adjustment as provided in the next succeeding sentence) during the current tax year (School: 7/1/10-6/30/11 Town: 2010.  Should the Taxes payable during the current tax year (School: 7/1/10-6/30/11 Town: 2010) be reduced by final determination of legal proceedings, settlement or otherwise, then the Tax Base shall be correspondingly revised, the additional rent theretofore paid or payable hereunder for all escalation years shall be recomputed on the basis of such reduction, and Tenant shall pay to Landlord, as additional rent within ten (10) days after being billed therefor, any deficiency between the amount of such additional rent as theretofore computed and the amount thereof due as the result of such recomputations.  Any refund due to Tenant shall be debited by Tenant’s proportionate share of all legal, experts, administrative and other costs, fees or expenses incurred in connection with obtaining such reduction.  Should the Taxes payable by Landlord in any future tax year be reduced by final determination of legal proceedings, settlement, or otherwise prior to payment by Landlord of such Taxes, Tenant shall pay to Landlord, as additional rent, Tenant’s proportionate share of all legal, experts, administrative and other costs, fees or expenses incurred in connection with obtaining such reduction.

Intellicheck Mobilisa, Inc.

Page 3

DEFINITIONS

B.        As used in and for the purposes of this Article 11, the following definition shall apply:

The term “Taxes” shall be deemed to include all real estate taxes and assessments, special or otherwise and sewer rents, upon or with respect to the Building and the land allocated to it including all parking areas (hereinafter called the “Real Property”).  If, due to any change in the method of taxation, any franchise, income, profit, sales, rental use and occupancy, or other tax shall be substituted for, or levied against Landlord or any owner of the Building or the Real Property in lieu of, any real estate taxes, assessments or sewer rents upon or with respect to the Real Property, such tax shall be included in the term Taxes for the purposes of this Article.

PROCEDURE FOR INVOICING AND PAYMENT OF ADDITIONAL RENT

C.         i.         Landlord shall render to Tenant a statement containing a computation of additional rent due under this Article (“Landlord's Statement”) at any time and from time to time as such becomes due.  Within fifteen (15) days after the rendition of Landlord's Statement which shows additional rent to be payable, Tenant shall pay to Landlord the amount of such additional rent.  On the first day of each month following rendition of each Landlord's Statement, Tenant shall pay to Landlord, on account of the prospective additional rent, a sum equal to one-twelfth (1/12th) of the annualized additional rent last paid by Tenant.

ii.        Following each Landlord's Statement, Tenant shall be debited with any additional rent shown on such Landlord's Statement to be payable, and credited with the aggregate amount paid by Tenant in accordance with the provisions of subsection 11.C.i above on account of the potential additional rent.

iii.       The obligations of Landlord and Tenant under the provisions of this Article 11 with respect to any additional rent for any Lease Year shall survive the expiration or any sooner termination of the Demised Term.

iv.       In the event that Tenant challenges the amount of additional rent payable pursuant to this Article 11, then, as a condition precedent to the submission of a dispute as to such amount to judicial review, and pending the determination of any dispute, Tenant shall promptly pay the additional rent as demanded by Landlord.  After such determination, any adjustment in the disputed amount shall be made within thirty (30) days.

TENANT'S REPAIRS

12.       A.        Except for replacements and repairs to the base Building systems, Tenant shall be responsible for all replacements and repairs within the Demised Premises.  In furtherance thereof, Tenant shall, throughout the Demised Term, take good care of the Demised Premises and the fixtures and appurtenances therein and, at Tenant's sole cost and expense, make all non-structural repairs thereto, and, as required, non-structural replacements thereof, as and when needed to preserve the same in good working order and condition, reasonable wear and tear, obsolescence and damage from the elements, fire or other casualty, excepted.  Notwithstanding the foregoing, all damage or injury to any part of the Building, or to the fixtures, equipment and appurtenances thereof, whether requiring structural or non-structural repairs, caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant's servants, employees, invitees or licensees, shall be repaired promptly by Tenant at its sole cost and expense, to the reasonable satisfaction of Landlord.  Tenant shall also repair all damage to the Building caused by the moving of Tenant's fixtures, furniture or equipment.  Any repairs or replacements to be made by Tenant shall be made with reasonable diligence, in a good and workmanlike manner and so as not to unreasonably interfere with other tenants’ use and occupancy of the Building.

B.        Except as provided in Article 25 hereof, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making any repairs, alterations, additions or improvements in or to any portion of the Building or the Demised Premises, or in or to fixtures, appurtenances, or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the Building or of the Demised Premises, or in or to the fixtures, appurtenances or equipment thereof.  Any repairs which Tenant may be required to carry out pursuant to the terms hereof may, at Landlord's option, be made by Landlord at the expense of Tenant, on the basis of cost plus fifteen (15%) percent of such cost and expense for overhead which shall be collectible as additional rent after the rendition of a bill or statement therefore.

Intellicheck Mobilisa, Inc.

Page 4

FLOOR LOADING

13.       The emplacement of any equipment which will impose an evenly distributed floor load in excess of 50 pounds per square foot shall be done only after written permission is received from Landlord.  Such permission will be granted only after adequate proof is furnished by a professional engineer that such floor loading will not endanger the structure.

FIXTURES AND INSTALLATIONS

14.       All appurtenances, fixtures, improvements, additions and other property attached to or built into the Demised Premises, whether by Landlord or Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the joint expense of Landlord and Tenant, shall become and remain the property of Landlord, and shall remain upon and be surrendered with the Demised Premises unless Landlord, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this Lease, elects to have them removed by Tenant, in which event, the same shall be removed from the premises by Tenant forthwith, at Tenant's expense. Nothing in this Article shall be construed to prevent Tenant's removal of trade fixtures, but upon removal of any such trade fixtures from the premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the Demised Premises or the Building due to such removal.  All property permitted or required to be removed by Tenant at the end of the term remaining in the premises after Tenant's removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord's property or may be removed from the premises at Tenant's expense.  All the outside walls of the Demised Premises including corridor walls and the outside entrance doors to the Demised Premises, any balconies, terraces or roofs adjacent to the Demised Premises, and any space in the Demised Premises used for shafts, stacks, pipes, conduits, ducts or other building facilities, and the use thereof, as well as access thereto in and through the Demised Premises for the purpose of operation, maintenance, decoration and repair, are expressly reserved to Landlord, and Landlord does not convey any rights to Tenant therein.  Notwithstanding the foregoing, Tenant shall enjoy full right of access to the Demised Premises through the public entrances, public corridors and public areas within the Building.

ALTERATIONS

15.       A.         Tenant shall make no alterations, decorations, installations, additions or improvements in or to the Demised Premises without Landlord's prior written consent (which consent shall not be unreasonably withheld), and then only by contractors or mechanics approved by Landlord and at such times and in such manner as Landlord may from time to time designate.  Tenant shall notify Landlord as to when such work will commence, such notice to be given at least five (5) business days prior to the commencement thereof.  Landlord shall have the right to make inspections of any such work being carried out by Tenant or on Tenant's behalf at any reasonable time during the progress of such work.  Anything herein contained to the contrary notwithstanding, this Article 15A. shall not apply to non-structural alterations and/or decorations costing less than $10,000 in the aggregate.

B.         All installations or work done by Tenant shall be done in a good and workmanlike manner and shall at all times comply with:

  i.       Laws, rules, orders and regulations of governmental authorities having jurisdiction thereof.

  ii.      Rules and regulations of Landlord, as promulgated from time to time.

  iii.      Plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for its prior written approval; no installations or work shall be undertaken, started or begun by Tenant, its agents, servants or employees, until Landlord has approved such plans and specifications and shall be subject to Landlord’s supervisory fee charge of (a) five percent (5%) percent of the total value of non-mechanical and non-electrical work to be performed and (b) ten percent (10%) percent of the total value of mechanical and electrical work to be performed; and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord, and shall be subject to Landlord's supervisory fee charge of (a) five percent (5%) percent of the total value of non-mechanical and non-electrical work to be performed and (b) ten (10%) percent of the total value of mechanical and electrical work to be performed .

Intellicheck Mobilisa, Inc.

Page 5

Tenant agrees that, other than for (a) furniture delivery and installation, (b) information technology and telecom wiring and installation and (c) business machine delivery and installation,  it will not, either directly or indirectly, use, suffer or permit any contractors, sub-contractors and/or labor and/or materials if the use of such contractors and/or labor and/or materials would or will create any difficulty with other contractors and/or labor engaged by Tenant or Landlord or others in the construction, maintenance and/or operation of the Building or any part thereof.  Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord and Tenant agrees to carry and will cause Tenant's contractors and sub-contractors material persons to carry such workmen's compensation, general liability, personal and property damage insurance as Landlord may require.  Tenant agrees to obtain and deliver to Landlord, written and unconditional waivers of mechanic's liens upon the real property in which the Demised Premises are located, for all property in which the Demised Premises are located, for all work, labor and services performed and materials furnished in connection with such work after payment therefore, signed by all contractors, sub-contractors, materialmen and laborers involved in such work.  Notwithstanding the foregoing, if any mechanic's lien is filed against the Demised Premises, or the Building, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this Article the same shall be discharged by Tenant within ten (10) business days thereafter, at Tenant's expense, by payment or filing the bond required by law.  Failure to so discharge any mechanic’s lien shall be a material default under this Lease.

C.         Anything contained herein to the contrary notwithstanding, Tenant shall make no alterations, decorations, installations, additions or improvements in or to the Demised Premises which shall in any way affect utility services or plumbing and electrical lines.  Moreover, Landlord shall not be deemed to have acted unreasonably for withholding consent to any alterations, decorations, installations, additions or improvements which: (i) involve or might affect any structural or exterior element of the Building outside the Demised Premises or the Building, or (ii) will require unusual expense to readapt the Demised Premises to normal office use on the expiration of the Demised Term or increase the cost of construction or of insurance or taxes on the Building or of the services called for hereunder unless Tenant first gives assurances acceptable to Landlord for payment of such increased cost and that such readaption will be made prior to the Expiration Date without expense to Landlord.

REQUIREMENTS OF LAW

16.       A.        Tenant, at Tenant's cost, shall comply with all laws and governmental rules and regulations arising out of or relating to Tenant’s use and occupancy of the Demised Premises.

B.         Tenant shall not permit any “Hazardous Materials” (as defined below) in the Demised Premises.  The term “Hazardous Materials” shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, and substances defined or listed as “hazardous substances” or “toxic substances” or similarly identified in or pursuant to laws or governmental rules and regulations.

C.         Tenant shall indemnify, defend and hold Landlord harmless from or against any and all claims, actions or proceedings arising from Tenant’s failure to comply with Article 16.A and/or 16.B and all costs, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon.  Tenant, upon notice from Landlord, agrees that Tenant, at Tenant's expense, will resist or defend such action or proceeding and will employ counsel therefor reasonably satisfactory to Landlord.  Tenant's liability under this Lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, invitee or licensee of Tenant or any subtenant.

END OF TERM

17.       A.         Upon the expiration or other termination of the Demised Term, Tenant shall quit and surrender to Landlord the Demised Premises, broom clean, in good order and condition, ordinary wear excepted, and Tenant shall remove all of its property (excluding such property stated to remain the property of Landlord pursuant to Article 14), and shall repair all damage to the Demised Premises or the Building occasioned by such removal. Any property not removed from the premises shall be deemed abandoned by Tenant and may be disposed of in any manner deemed appropriate by Landlord at Tenant’s expense.  Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force, in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article.  Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the Demised Term.  If the last day of the Demised Term or any renewal hereof falls on Sunday or a legal holiday, this Lease shall expire on the business day immediately preceding.

Intellicheck Mobilisa, Inc.

Page 6

B.         Tenant acknowledges that possession of the Demised Premises must be surrendered to Landlord at the expiration or sooner termination of the Demised Term.  Tenant hereby agrees to indemnify and save Landlord harmless against any and all costs, damages, claims, loss or liability resulting from delay by Tenant in so surrendering the Demised Premises, including, without limitation, any claims made by any succeeding tenant, founded on such delay.  The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant timely to surrender possession of the Demised Premises as aforesaid will be extremely substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement.  Tenant therefore agrees that if possession of the Demised Premises is not surrendered to Landlord on or before the date of the expiration or other termination of the Demised Term, time being of the essence with respect thereto, then, in addition to any other remedies and/or damages otherwise available to Landlord hereunder or at law, Tenant agrees to pay Landlord, for each month and for each portion of any month during which Tenant holds over in the Demised Premises after expiration or other termination of the Demised Term, a sum equal to one and one half (1½) times the rent and additional rent (inclusive of escalations) that was payable per month under this Lease during the last month of the term thereof for the first two (2) months of such holdover, and, thereafter, a sum equal to two (2) times the rent and additional rent (inclusive of escalations) that was payable per month under this Lease during the last month of the term thereof. Nothing contained herein shall be construed to constitute Landlord's consent to Tenant remaining in possession of the Demised Premises after the expiration or other termination of the Demised Term.  Landlord shall be entitled to pursue any action necessary to recover immediate possession of the Demised Premises notwithstanding Tenant's payment of the aforementioned sum.  The aforesaid provisions of this paragraph shall survive the expiration or sooner termination of the Demised Term.

QUIET ENJOYMENT

18.       Landlord covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Demised Premises during the Demised Term without hindrance or molestation by anyone claiming by or through Landlord, subject, nevertheless, to the terms, covenants and conditions of this Lease including, but not limited to, Article 23.  Tenant acknowledges that Landlord is granting similar quiet enjoyment to other tenants in the Building.  Tenant covenants and agrees not to do, suffer or permit anything that would breach any such similar covenant.

SIGNS

19.       No signs may be put on or in the public corridors nor any window nor on the exterior of the Building by Tenant.  Any signs, company logo, or lettering on the entry door, or at the entrance, to the Demised Premises must be submitted to Landlord for approval before installation, which approval shall not be unreasonably withheld.

RULES AND REGULATIONS

20.       Tenant and Tenant's agents, employees, visitors, and licensees shall faithfully comply with the Rules and Regulations set forth on Schedule D annexed hereto and made part hereof, and with such further reasonable Rules and Regulations as Landlord at any time may make and communicate in writing to Tenant which, in Landlord's judgment, shall be necessary for the reputation, safety, care or appearance of the Building and land allocated to it or the preservation of good order therein, or the operation or maintenance of the Building, its equipment and such land, or the more useful occupancy or the comfort of the tenants or others in the Building. Landlord shall not be liable to Tenant for the violation of any of said Rules and Regulations, or the breach of any covenant or condition of any lease by any other tenant (including their agents, guests, employees and invitees) in the Building.  Rules and Regulations shall be uniformly applied where possible.

ASSIGNMENT AND SUBLETTING

21.       A.         Tenant, for itself, its successors, undertenants and assigns (all of the foregoing hereinafter referred to as the “Tenant”), expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet the Demised Premises or any part thereof, or license or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance and upon due compliance with the provisions of this Article 21.  Notwithstanding anything in the preceding sentence to the contrary, Tenant shall have the right to sublet all or a portion of the Demised Premises to any wholly owned subsidiary, parent or wholly owned subsidiary of any parent of Tenant (“Affiliate Transfer”), without Landlord’s prior approval or consent but with prior written notice to Landlord.

B.         Tenant shall have no right to assign this Lease or sublet all or any portion of the Demised Premises until Tenant has been in possession of the Demised Premises for at least two (2) months.

Intellicheck Mobilisa, Inc.

Page 7

C.         Prior to requesting the approval of Landlord to an assignment or subletting as hereinafter provided, Tenant shall, by notice as provided in Article 35, advise Landlord of all the terms, covenants and conditions of Tenant's proposed sublease or assignment, including providing Landlord with a true, accurate and complete copy of the agreement with the proposed assignee/subtenant, and shall offer to Landlord the option: (i) to terminate the Lease as of the last day of any calendar month of the term hereof, which day shall be prior to the effective date of such proposed sublease or assignment, and after Landlord’s Acceptance Period (as such phrase is hereinafter defined), and to vacate and surrender the Demised Premises to Landlord; or (ii) to execute a sublease for the said space with Landlord on the same terms and conditions as are contained in the proposed sublease or assignment.  Landlord shall have fifteen (15) business days after the receipt of such offer to accept in writing either or neither of such offers ("Landlord’s Acceptance Period").  If Landlord shall fail to have delivered a written acceptance of either such offer within Landlord’s Acceptance Period, then Landlord shall be deemed to have rejected said offers.

D.         Upon Tenant's due compliance with the aforesaid provisions of this Article 21, and if Landlord shall not accept either of Tenant’s aforesaid offers, Landlord agrees not to unreasonably withhold or delay its consent to an assignment or subletting, provided that Tenant is not then in default under this Lease and that the proposed assignee or undertenant is financially responsible, of good reputation and engaged in a business compatible with the business generally carried on in the Building and that the proposed assignment or sublease would not be inconsistent with any agreement previously made with any other tenant or mortgagee, and further provided that such assignee or undertenant shall execute and deliver to Landlord an assumption agreement wherein it agrees to perform all the obligations of Tenant under this Lease in form appropriate for recording.

E.         No assignment of this Lease or underletting of the Demised Premises shall release or discharge Tenant hereunder from any of its obligations to be performed under this Lease.  Notwithstanding the foregoing sentence,  Tenant may request permission and consent  from Landlord to assign this Lease and, in connection with such assignment, to be released and discharged from any of Tenant’s obligations to be performed under this Lease; provided, however, that such assignment shall require the prior written consent of Landlord, which consent shall be in Landlord’s sole discretion, Landlord shall have no obligation to consent to such assignment, and the language of subparagraph “D.” of this Article 21 that “Landlord agrees not to unreasonably withhold or delay its consent to an assignment” shall not apply to Landlord's consideration of any such a request by Tenant.  The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting.

F.          If Tenant is a corporation, Tenant may assign this Lease to any successor by merger or consolidation, provided (i) that a copy of said assignment, in recordable form, is delivered to Landlord containing a full assumption by the assignee of all Tenant’s obligations hereunder and (ii) that such successor shall have had, for each of its prior two (2) fiscal years, a net worth equal to or greater than Tenant’s net worth.  In the event that such successor shall be unable to satisfy the provisions of sub-clause (ii) above, as a condition to such assignment, such successor shall post additional security equal to four (4) months of the then current total base annual rent and additional rent.

G.         Except as expressly otherwise provided in Section 21.F hereof, the following shall be deemed an "assignment" of this Lease for the purposes of Article 21:

  i.         an assignment of a part interest in this Lease;

  ii.        one or more sales or transfers, by operation of law or otherwise, or creation of new stock or issuance of additional shares of stock, resulting in a transfer of at least fifty-one (51%) percent of the outstanding stock of Tenant, if Tenant is a corporation, or of any corporate subtenant, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall be deemed not to include the sale of such stock by persons or parties, other than those deemed “affiliates” of Tenant within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended, through the “over-the-counter market” or through any recognized stock exchange;

  iii.       one or more sales or transfers, by operation of law or otherwise, resulting in a transfer of at least fifty-one (51%) percent of the total interests in Tenant, if Tenant is a partnership, limited liability company or partnership, or in any partnership subtenant; or

  iv.       Tenant's entering into a takeover agreement affecting this Lease.

For the purposes of this Article 21, a modification, amendment or extension of a sublease shall be deemed a sublease.

Intellicheck Mobilisa, Inc.

Page 8

H.         If Tenant assigns, sells, conveys, transfers, mortgages, pledges or sublets this Lease, the Demised Premises, or any portion thereof in violation of this Article 21, or if the Demised Premises are occupied by anybody other than Tenant, Landlord may collect rent from any assignee, sublessee or anyone who claims a right to this Agreement or letting or who occupies the Demised Premises, and Landlord shall apply the net amount collected to the annual rental herein reserved; and no such collection shall be deemed a waiver by Landlord of the covenants contained in this Article nor an acceptance by Landlord of any such assignee, sublessee, claimant or occupant as Tenant, nor a release of Tenant from the further performance by Tenant of the covenants contained herein.

I.           Tenant shall pay to Landlord, as additional rent, the sum of $1,000 to cover cost of Landlord's attorneys' fees and administration costs in connection with any permitted subletting or assignment pursuant to this Article 21.

LANDLORD'S ACCESS TO PREMISES

22.        A.        Landlord or Landlord's agents shall have the right to enter and/or pass through the Demised Premises at all times,upon reasonable prior notice by telephone to Tenant (except in the case of emergency), to examine the same, to show them to mortgagees, ground lessors, prospective purchasers or lessees or mortgagees of the Building, adjusters or any other persons, and to make such repairs, improvements or additions as Landlord may deem necessary or desirable and Landlord shall be allowed to take all material into and upon and/or through said Demised Premises that may be required therefor.  During the nine (9) months prior to the expiration of the Demised Term, or any renewal term, upon reasonable prior notice by telephone to Tenant (except in the case of emergency), Landlord may exhibit the Demised Premises to prospective tenants or purchasers at all reasonable hours and without unreasonably interfering with Tenant's business.  If Tenant shall not be personally present to open and permit an entry into said premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the same by a master key, without rendering Landlord or such agent liable therefor (if during such entry Landlord or Landlord's agents shall accord reasonable care to Tenant's property).  If during the last month of the Demised Term, Tenant shall have removed all or substantially all of Tenant's property therefrom, Landlord may immediately enter, alter, renovate or redecorate the Demised Premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation and such act shall have no effect on this Lease or Tenant's obligations hereunder.

B.         Landlord shall also have the right at any time to use, maintain and replace pipes and conduits in and through the Demised Premises and to erect new pipes and conduits therein, to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets or other public parts of the Building, provided, however, that Landlord shall make no change in the arrangement and/or location of entrances or passageways or other public parts of the Building which will adversely affect in any material manner Tenant's use and enjoyment of the Demised Premises unless required by law or governmental authority.  Landlord shall also have the right, at any time, to name the Building, to display appropriate signs and/or lettering on any or all entrances to the Building, and to change the name, number or designation by which the Building is commonly known.

C.         Neither this Lease nor any use by Tenant shall give Tenant any right or easement to the use of any door or passage or concourse connecting with any other building or to any public conveniences, and the use of such doors and passages and concourse and of such conveniences may be regulated and/or discontinued at any time and from time to time by Landlord without notice to Tenant.

D.         The exercise by Landlord or its agents of any right reserved to Landlord in this Article shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, or upon any lessor under any ground or underlying lease, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise.

SUBORDINATION

23.        A.        This Lease is subject and subordinate in all respects to all ground leases and/or underlying leases and to all mortgages which may now or hereafter be placed on or affect such leases and/or the real property of which the Demised Premises form a part, or any part or parts of such real property, and/or Landlord's interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor.  This subsection shall be self-operative and no further instrument of subordination shall be required.  In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord and/or any mortgagee and/or the lessor under any ground or underlying lease and/or their respective assigns, and/ or successors in interest may request.

Intellicheck Mobilisa, Inc.

Page 9

B.         Without limitation of any of the provisions of this Lease, in the event that any mortgagee or its assigns shall succeed to the interest of Landlord or of any successor-Landlord and/or shall have become lessee under a new ground or underlying lease, then, at the option of such mortgagee, this Lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or its assigns and to recognize such mortgagee or its respective assigns as its Landlord.

C.         Tenant shall, at any time and from time to time upon not less than five (5) business days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which the rent, additional rent and other charges have been paid in advance, if any, and stating whether or not to the best knowledge of the signer of such certificate Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser or lessee of said real property or any interest or estate therein, any mortgagee or prospective mortgagee thereof or any prospective assignee of any mortgage thereof.  If, in connection with obtaining financing or refinancing for the Building and the land allocated to it, a banking, insurance or other recognized institutional lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, condition, delay or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created.  Failure by Tenant to comply with this Article 23.C shall be a material default under this Lease.

D.         Landlord shall use commercially reasonable efforts to obtain an agreement from the holder of any mortgage now or hereafter encumbering the Building, in such holder’s standard form, in favor of Tenant, providing in substance that so long as Tenant is not in default under the terms of this Lease beyond any applicable notice and cure periods, the right of possession of Tenant to the Demised Premises shall not be affected or disturbed by such holder in the exercise of any of its rights under the mortgage or any note secured thereby, and any sale of the Building pursuant to the exercise of any rights and remedies under the mortgage or otherwise shall be made subject to Tenant’s right of possession under this Lease.  Landlord shall incur no liability, nor shall this Lease or the obligations of Tenant hereunder be affected in any manner, in the event Landlord shall be unable to obtain a Non-Disturbance Agreement from the holder of any mortgage in favor of Tenant.  Furthermore, Landlord shall not be required to pay any consideration or to commence any action or proceeding in order to obtain any Non-Disturbance Agreement in favor of Tenant

PROPERTY LOSS, DAMAGE, REIMBURSEMENT

24.       A.         Landlord or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord or its agents shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, electrical disturbance, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused by or due to the negligence of Landlord, its agents, servants or employees; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public or quasi public work; nor shall Landlord be liable for any latent defect in the Demised Premises or in the Building.  If at any time any windows of the Demised Premises are temporarily closed or darkened incident to or for the purpose of repairs, replacements, maintenance and/or cleaning in, on, to or about the Building or any part or parts thereof, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction.  Tenant shall reimburse and compensate Landlord as additional rent for all expenditures made by, or damages or fines sustained or incurred by Landlord due to non-performance or non-compliance with or breach or failure to observe any term, covenant or condition of this Lease upon Tenant's part to be kept, observed, performed or complied with.  Tenant shall give immediate notice to Landlord in case of fire or accidents in the Demised Premises or in the Building or of defects therein or in any fixtures or equipment.

Intellicheck Mobilisa, Inc.

Page 10

TENANT'S INDEMNITY

B.         Tenant shall indemnify and save harmless Landlord against and from any and all claims by and on behalf of any person or persons, firm or firms, corporation or corporations arising from the conduct or management of or from any work or thing whatsoever done (other than by Landlord or its contractors or the agents or employees of either) in and on the Demised Premises during the Demised Term and during the period of time, if any,  prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises for the purpose of making installations, and will further indemnify and save harmless Landlord against and from any and all claims arising from any condition of the Demised Premises due to or arising from any act or omission or negligence of Tenant or any of its agents, contractors, servants, employees, licensees or invitees, and against and from all costs, expenses and liabilities incurred in connection with any such claim or claims or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, agrees that Tenant, at Tenant's expense, will resist or defend such action or proceeding and will employ counsel therefor reasonably satisfactory to Landlord.  Tenant's liability under this Lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, invitee or licensee of any subtenant.

DESTRUCTION-FIRE OR OTHER CASUALTY

25.        If the Demised Premises shall be damaged by fire or other casualty and if Tenant shall give prompt notice to Landlord of such damage, Landlord, at Landlord's expense, shall repair such damage.  However, Landlord shall have no obligation to repair any damage to, or to replace, Tenant's personal property or any other property or effects of Tenant, including (without limitation) furnishings and equipment of Tenant or its employees, agents and clients.  If the entire Demised Premises shall be rendered untenantable by reason of any such damage, the rent shall abate for the period from the date of such damage to the date when such damage shall have been repaired, and if only a part of the Demised Premises shall be so rendered untenantable, the rent shall abate for such period in the proportion which the area of the part of the Demised Premises so rendered untenantable bears to the total area of the Demised Premises.  However, if prior to the date when all of such damage shall have been repaired any part of the Demised Premises so damaged shall be rendered tenantable and shall be used or occupied by Tenant or any person or persons claiming through or under Tenant, then the amount by which the rent shall abate shall be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired.  Tenant hereby expressly waives the provisions of Section 227 of the New York Real Property Law, and of any successor law of like import then in force, and Tenant agrees that the provisions of this Article shall govern and control in lieu thereof.  Notwithstanding the foregoing provisions of this Article, if, prior to or during the Demised Term, (i) the Demised Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty, and if Landlord shall decide not to restore the Demised Premises, or (ii) the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of  the Building shall be required (whether or not the Demised Premises shall be damaged or rendered untenantable), then, in any of such events, Landlord at Landlord's option, may give to Tenant, within sixty (60) days after such fire or other casualty, a thirty (30) days' notice of termination of this Lease and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire (whether or not said term shall have commenced) upon the expiration of said thirty (30) days with the same effect as if the date of expiration of said thirty (30) days were the Expiration Date, the rent shall be apportioned as of such date and any prepaid portion of rent for any period after such date shall be refunded by Landlord to Tenant.

SUBROGATION

26.        Each of the parties hereto and their successors or assigns hereby waives any and all rights of action for negligence against the other party hereto which may hereafter arise for damage to the premises or to property therein resulting from any fire or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the parties hereto, or either of them.  The foregoing release and waiver shall be in force only if both releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such a policy can be obtained without additional premiums. Both parties agree to use their best efforts to obtain and maintain a waiver of subrogation from their respective carriers if they are insured.

EMINENT DOMAIN

27.        A.        In the event that the whole of the Demised Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title.  In the event that only one part of the Demised Premises shall be so condemned or taken, then, effective as of the date of vesting of title, the rent hereunder shall be abated in an amount thereof apportioned according to the area of the Demised Premises so condemned or taken.  In the event that only a part of the Building shall be so condemned or taken, then (i) Landlord (whether or not the Demised Premises be affected) may, at its option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by notifying Tenant in writing of such termination within 60 days following the date on which Landlord shall have received notice of vesting of title, and (ii) if such condemnation or taking shall be of a substantial part of the Demised Premises or of a substantial part of the means of access thereto, Tenant shall have the right, by delivery of notice in writing to Landlord within 60 days following the date on which Tenant shall have received notice of vesting of title, to terminate this Lease and the term and estate hereby granted as of the date of vesting of title or (iii) if neither Landlord nor Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the rent shall be abated to the extent, if any, hereinabove provided in this Article 27.  In the event that only a part of the Demised Premises shall be so condemned or taken and this Lease and the term and estate hereby granted are not terminated as hereinbefore provided, Landlord will, at its expense, restore the remaining portion of the Demised Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking.

Intellicheck Mobilisa, Inc.

Page 11

B.         In the event of a termination in any of the cases hereinabove provided, this Lease and the term and estate granted shall expire as of the date of such termination with the same effect as if that were the date hereinbefore set for the expiration of the Demised Term, and the rent hereunder shall be apportioned as of such date.

C.         In the event of any condemnation or taking hereinabove mentioned of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award, except that Tenant may file a claim for any taking of removable fixtures owned by Tenant and for moving expenses incurred by Tenant.

It is expressly understood and agreed that the provisions of this Article 27 shall not be applicable to any condemnation or taking for governmental occupancy for a limited period.

CERTIFICATE OF OCCUPANCY

28.        Tenant will not at any time use or occupy the Demised Premises in violation of the certificate of occupancy (temporary or permanent) issued for the Building or portion thereof of which the Demised Premises form a part.

DEFAULT

29.        A.        Upon the occurrence at any time prior to or during the Demised Term, of any one or more of the following events (referred to as “Events of Default”):

  i.         if Tenant shall default in the payment when due of any installment of rent or in the payment when due of any additional rent, and such default shall continue for a period of five (5) business days after notice by Landlord to Tenant of such default; or

  ii.        if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant's part to be observed or performed (other than the covenants for the payment of rent and additional rent) and Tenant shall fail to remedy such default within ten (10) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot be completely remedied within said period of ten (10) days and Tenant shall not commence within said period of ten (10) days, or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or

  iii.       if Tenant or Tenant's guarantor hereunder (if any) shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or become insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant's property; or

  iv.       if, within thirty (30) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within thirty (30) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant's property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant's property pursuant to which the Demised Premises shall be taken or occupied or attempted to be taken or occupied; or

Intellicheck Mobilisa, Inc.

Page 12

  v.        if Tenant shall default in the observance or performance of any term, covenant or condition on Tenant's part to be observed or performed under any other lease with Landlord of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default; or

  vi.       if the entire Demised Premises shall become vacant, deserted or abandoned; or

  vii.      if Tenant's interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 21;

then, upon the occurrence, at any time prior to or during the Demised Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord's option, may give to Tenant a five (5) business days' notice of termination of this Lease and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire (whether or not said term shall have commenced) upon the expiration of said five (5) business days with the same effect as if the date of expiration of said five (5) business days were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 30.

B.         If, at any time, (i) Tenant shall be comprised of two (2) or more persons, or (ii) Tenant's obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant's interest in this Lease shall have been assigned, the word “Tenant”, as used in subsection (iii) and (iv) of Article 29.A, shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant's obligations under this Lease.  Any monies received by Landlord from or on behalf of Tenant during the pendency of any proceeding of the types referred to in said subsections (iii) and (iv) shall be deemed paid as compensation for the use and occupation of the Demised Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of rent or a waiver on the part of Landlord of any rights under Article 29.A.

REMEDIES

30.        A.        If Tenant shall default in the payment when due of any installment of rent or in the payment when due of any additional rent and such default shall continue for a period of five (5) business days after notice by Landlord to Tenant of such default, or if this Lease and the Demised Term shall expire and come to an end as provided in Article 29:

  i.         Landlord and its agents and servants may immediately, or at any time after such default or after the date upon which this Lease and the Demised Term shall expire and come to an end, re-enter the Demised Premises or any part thereof, without notice, either by summary proceedings or by any other applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefor), and may repossess the Demised Premises and dispossess Tenant and any other persons from the Demised Premises and remove any and all of their property and effects from the Demised Premises; and

  ii.        Landlord, at Landlord's option, may relet the whole or any part or parts of the Demised Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine.  Landlord shall have no obligation to relet the Demised Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Demised Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise to affect any such liability.  Landlord, at Landlord's option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Demised Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

B.         Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Demised Premises, or to re-enter or repossess the Demised Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Demised Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease.  In the event of a breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this Lease on Tenant's part to be observed or performed, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The rights to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Intellicheck Mobilisa, Inc.

Page 13

DAMAGES

31.        A.        If this Lease and the Demised Term shall expire and come to an end as provided in Article 29 or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Demised Premises as provided in Article 30 or by or under any summary proceeding or any other action or proceeding, then, in any of said events:

  i.         Tenant shall pay to Landlord all rent, additional rent and other charges payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Demised Term shall have expired and come to an end or to the date of re-entry upon the Demised Premises by Landlord, as the case may be; and

  ii.        Tenant shall also be liable for and shall pay to Landlord, as damages, any deficiency (referred to as “Deficiency”) between the rent and additional rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Demised Term and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 30.A for any part of such period (first deducting from the rents collected under any such reletting all of Landlord's expenses in connection with the termination of this Lease or Landlord's re-entry upon the Demised Premises and such reletting including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorney's fees, alteration costs and other expenses of preparing the Demised Premises for such reletting).  Any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of rent.  Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Landlord's right to collect the Deficiency for any subsequent month by a similar proceeding; and

  iii.       At any time after the Demised Term shall have expired and come to an end or Landlord shall have re-entered upon the Demised Premises, as the case may be, whether or not Landlord shall have collected any monthly Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the rent and additional rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Demised Term exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present worth at the rate of four (4%) percent per annum.  If, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Demised Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Demised Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting.

B.         If the Demised Premises, or any part thereof, shall be relet together with other space in the Building, the rents collected or reserved under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Article 31.  Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the rent reserved in this Lease.  Solely for the purposes of this Article, the term rent as used in Article 31.A shall mean the rent in effect immediately prior to the date upon which this Lease and the Demised Term shall have expired and come to an end, or the date of re-entry upon the Demised Premises by Landlord, as the case may be, plus any additional rent payable pursuant to the provisions of Article 11 for the Lease Year immediately preceding such event.  Nothing contained in Articles 29 and 30 or this Article shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in Section 31.A.

Intellicheck Mobilisa, Inc.

Page 14

FEES AND EXPENSES

32.        If Tenant shall default in the performance of any covenant on Tenant's part to be performed in this Lease contained, Landlord may immediately, or at any time thereafter, without notice, perform the same for the account of Tenant.  If Landlord at any time is compelled to pay or elects to pay any sum of money, or do any act which will require the payment of any sum of money, by reason of the failure of Tenant to comply with any provision hereof, or, if Landlord is compelled to or does incur any expense including reasonable attorneys' fees, instituting, prosecuting and/or defending any action or proceeding instituted by reason of any default of Tenant hereunder, the sum or sums so paid by Landlord with all interest, costs and damages, shall be deemed to be additional rent hereunder and shall be due from Tenant to Landlord on the first day of the month following the incurring of such respective expenses, or at Landlord's option on the first day of any subsequent month.  In the event that Landlord shall institute any such action or proceeding by reason of a default by Tenant hereunder, and Tenant shall thereafter cure such default before judgment is entered in such action or proceeding, the sum of $1,000 shall immediately become due and payable from Tenant to Landlord as and for liquidated damages on account of Landlord's attorneys' fees and other costs and expenses in connection therewith (said sum not to be deemed to be, or construed as, a limitation on Landlord's right to obtain reasonable attorneys' fees in a greater amount where such default is not so cured or where expenses were incurred prior to curing).  Any sum of money (other than rent) accruing from Tenant to Landlord pursuant to any provision of this Lease, whether prior to or after the Term Commencement Date, may, at Landlord's option, be deemed additional rent, and Landlord shall have the same remedies for Tenant's failure to pay any item of additional rent when due as for Tenant's failure to pay any installment of rent when due.  Tenant’s obligations under this Article shall survive the expiration or sooner termination of the Demised Term.

NO WAIVER

33.        A.        No act or thing done by Landlord or Landlord's agents during the term hereby demised shall be deemed an acceptance of a surrender of said Demised Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Landlord.  No employee of Landlord or of Landlord's agents shall have any power to accept the keys of said Demised Premises prior to the termination of this Lease.  The delivery of keys to any employee of Landlord or of Landlord's agents shall not operate as a termination of this Lease or a surrender of the Demised Premises.  In the event of Tenant at any time desiring to have Landlord underlet the Demised Premises for Tenant's account, Landlord or Landlord's agents are authorized to receive said keys for such purposes without releasing Tenant from any of the obligations under this Lease, and Tenant hereby relieves Landlord of any liability for loss of or damage to any of Tenant's effects in connection with such underletting.  The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations annexed hereto and made a part hereof, or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation.  The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach.  The failure of Landlord to enforce any of the Rules and Regulations annexed hereto and made a part hereof, or hereafter adopted, against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations.  No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord.  No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent then owing nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided.

B.         Landlord's failure to render a Landlord's Statement with respect to any Lease Year per Article 11 or Schedule C shall not prejudice Landlord's right to render a Landlord's Statement with respect to any subsequent Lease Year.  The obligations of Landlord and Tenant under the provisions of Article 11 or Schedule C with respect to any additional rent for any Lease Year shall survive the expiration or any sooner termination of the Demised Term.

WAIVER OF TRIAL BY JURY

34.         To the extent such waiver is permitted by law, Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by Landlord or Tenant against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of landlord and tenant, the use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, any claim of injury or damage, and any emergency or other statutory remedy.  The provisions of the foregoing sentence shall survive the expiration or any sooner termination of the Demised Term.  If Landlord commences any summary proceeding for nonpayment of rent or otherwise to recover possession of the Demised Premises, Tenant agrees not to interpose any counterclaim of any nature or description in any such proceeding, except if mandatory or compulsory.

Intellicheck Mobilisa, Inc.

Page 15

BILLS AND NOTICES

35.        Except as otherwise expressly provided in this Lease, any bills, statements, notices, demands, requests or other communications given or required to be given under this Lease shall be effective only if rendered or given in writing, sent by registered or certified mail (return receipt requested optional), or by Federal Express, UPS, or any similar national overnight delivery service, addressed (A) to Tenant (i) at Tenant's address set forth in this Lease if mailed prior to Tenant's taking possession of the Demised Premises, or (ii) at the Building if mailed subsequent to Tenant's taking possession of the Demised Premises, or (iii) at any place where Tenant or any agent or employee of Tenant may be found if mailed subsequent to Tenant's vacating, deserting, abandoning or surrendering the Demised Premises, or (B) to Landlord at Landlord's address set forth in this Lease, or (C) addressed to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the other in accordance with the provisions of this Article.  Any such bill, statement, notice, demand, request or other communication shall be deemed to have been rendered or given on the date when it shall have been mailed as provided in this Article.  Notices on behalf of Landlord may be signed and sent by Landlord’s attorneys.

INABILITY TO PERFORM

36.        A.        If, by reason of strikes or other labor disputes, fires or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority, or any other cause beyond Landlord's reasonable control, whether or not such other cause shall be similar in nature to those hereinbefore enumerated, Landlord is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Landlord under the provisions of this Lease or any collateral instrument, or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions or improvements, whether or not required to be performed or made under this Lease or under any collateral instrument, or is unable to fulfill or is delayed in fulfilling any of Landlord's other obligations under this Lease or any collateral instrument, no such inability or delay shall constitute an actual or constructive eviction, in whole or in part, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor shall any such delay or inability to perform on the part of Landlord in any way affect this Lease and the obligation of Tenant to pay rent hereunder and to perform all of the other covenants and agreements to be performed by Tenant hereunder.

INTERRUPTION OF SERVICE

B.         Landlord reserves the right to stop the services of the air conditioning, elevator, escalator, plumbing, electrical or other mechanical systems or facilities in the Building when necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the judgment of Landlord are desirable or necessary, until such repairs, alterations, replacements or improvements shall have been completed.  If Tenant is in default in the payment of rent or additional rent, or in the performance of any other provisions of this Lease, and such default continues for ten (10) business days after notice by Landlord to Tenant without any resolution, then Landlord reserves the right to discontinue any or all of the services to the Demised Premises during the continuance of such default.  The exercise of such rights by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise.

CONDITIONS OF LANDLORD'S LIABILITY

37.        A.        Tenant shall not be entitled to claim a constructive eviction from the Demised Premises unless Tenant shall have first notified Landlord of the condition or conditions giving rise thereto, and if the complaints be justified, unless Landlord shall have failed to remedy such conditions within a reasonable time after receipt of such notice.

B.         If Landlord shall be unable to give possession of the Demised Premises on any date specified for the commencement of the term by reason of the fact that the Demised Premises have not been sufficiently completed to make same ready for occupancy, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date, nor shall such failure in any way affect the validity of this Lease or the obligations of Tenant hereunder.  The provisions of this Article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

TENANT'S TAKING POSSESSION

38.        Tenant by entering into occupancy of the premises shall be conclusively deemed to have agreed that Landlord up to the time of such occupancy has performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy, unless within ten (10) business days after such date Tenant shall give written notice to Landlord specifying the respects in which the same were not in such condition.

LIABILITY INSURANCE

39.       A.         Tenant will keep in force, at Tenant's expense at all times during the Demised Term and during such other times as Tenant occupies the Demised Premises or any part thereof:

Intellicheck Mobilisa, Inc.

Page 16

(i)         commercial general liability insurance or comprehensive general liability insurance with broad form endorsement with respect to the Demised Premises and the operations of Tenant and any persons under Tenant’s control in, on or about the Demised Premises in which the limits of coverage shall be not less than Six Million Dollars ($6,000,000) combined (general liability and umbrella) single limit per occurrence;

(ii)        statutory workers' compensation coverage and employers' liability as required by state law;

(iii)       business interruption insurance for a period of not less than one year and such other insurance as Tenant deems necessary to protect its property and its business against all perils commonly insured against by prudent tenants;

(iv)       such other insurance with respect to the Demised Premises and in such amounts as Landlord may from time to time reasonably require against such other insurable hazards or risks which at the time are commonly insured against in the case of property similar to the Demised Premises and used as provided herein.

B.         The foregoing limits shall be increased from time to time in the event that Landlord, in its reasonable judgment, shall determine that the amounts of insurance are inadequate to pay any claims that may be brought under the foregoing policies. All policies required by this Lease shall be written on an occurrence basis. Such policies are to be written by a company having a general policy holder's rating of not less than A and a rating in financial size of not less than XI, as rated in the most current “Best's” insurance reports, and authorized and licensed to issue such policies in the State of New York. Any such insurance required of Tenant hereunder may be furnished by Tenant under any blanket policy carried by it, providing the policy properly allocates the required limits to the Demised Premises, or under a separate policy thereof. Each policy evidencing insurance as required to be carried by Tenant pursuant to this Article shall contain the following provisions and/or clauses: (i) a cross-liability clause; (ii) a provision in such policy that the coverage carried by Landlord shall be excess insurance; (iii) a provision including Landlord, Landlord's managing agent and other parties (including mortgagees) designated by Landlord as additional insureds (primary status, if available) (except with respect to workers' compensation insurance); (iv) a waiver by the insurer of any right of subrogation against Landlord, its agents, employees and representatives which arises or might arise by reason of any payment under such policy or by reasons of any act or omission of Landlord, its agents, employees, or representatives; (v) a severability clause; and (vi) a provision that the insurer will not cancel, materially change, reduce aggregates or coverage or fail to renew the coverage provided by such policy without first giving Landlord and all additional insureds thirty (30) days' prior written notice.

C.         A copy of each paid-up policy or certificate of insurance accompanied by original endorsements signed by the insurance company evidencing the policies required hereunder, along with evidence of payment and appropriately authenticated by the insurer or its authorized agent certifying that such policy has been issued providing the coverage required by this Article, and containing provisions specified herein, shall be delivered to Landlord not less than fifteen (15) days prior to the earlier of (x) the Term Commencement Date, or (y) the date Tenant shall first take possession of the Demised Premises for any purpose, and, upon renewals, not less than thirty (30) days prior to the expiration of such coverage.

D.         If Tenant fails to deliver to Landlord on time any required evidence of insurance coverage, or fails to carry any insurance required hereunder, or by law or governmental regulations, then Landlord may (but is not obligated to) purchase the required coverage on behalf of Tenant, as provided above, in which event Tenant shall pay to Landlord on demand the cost of such insurance coverage plus ten percent (10%) of the amount of such cost as a service charge to Landlord. No such purchase by Landlord shall be deemed a waiver of Tenant's default and Landlord may pursue its full rights and remedies on account of such default.

Intellicheck Mobilisa, Inc.

Page 17

ENTIRE AGREEMENT

40.        This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged herein.  Neither Landlord nor Landlord's agent or representative has made any representation, or statement, or promise, upon which Tenant has relied regarding any matter or thing relating to the Building, the land allocated to it, (including the Building Parking Area) or the Demised Premises, or any other matter whatsoever, except as is expressly set forth in this Lease, including, but without limiting the generality of the foregoing, any statement, representation or promise as to the fitness of the Demised Premises for any particular use, the services to be rendered to the Demised Premises or the prospective amount of any item of additional rent.  No oral or written statement, representation or promise whatsoever with respect to the foregoing or any other matter made by Landlord, its agents or any broker, whether contained in an affidavit, information circular, or otherwise shall be binding upon Landlord unless expressly set forth in this Lease.  No rights, easements or licenses are or shall be acquired by Tenant by implication or otherwise unless expressly set forth in this Lease.  This Lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this Lease or any obligations under this Lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought.  All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent of Landlord, or the written approval of Landlord, as the case may be, and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.  Landlord and Tenant understand, agree, and acknowledge that (i) this Lease has been freely  negotiated by both parties; (ii) Tenant is sophisticated in real estate matters or has employed professionals to assist Tenant in the negotiation of this Lease; and (iii) that, in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by reason of that party having drafted this Lease or any portion thereof.

DEFINITIONS

41.        The term “Landlord” as used in this Lease means only the owner, or the mortgagee in possession, for the time being of the land and Building (or the owner of a lease of the Building or of the land and Building) of which the Demised Premises form a part, so that in the event of any sale or other transfer of said land and Building or of said lease, or in the event of a lease of the Building, or of the land and Building, the said Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and it shall be deemed and construed as a covenant running with the land without further agreement between the parties or their successors in interest, or between the parties and the purchaser or other transferee at any such sale, or the said lessee of the Building, or of the land and Building, provided that the purchaser, transferee or the lessee of the Building assumes and agrees to carry out any and all covenants and obligations of Landlord hereunder.  The words “re-enter”, “re-entry” and “re-entered” as used in this Lease are not restricted to their technical legal meanings.  The term “business days” as used in this Lease shall exclude Saturdays, (except such portion thereof as is covered by specific hours in Article 6 hereof), Sundays and all days observed by the State and Federal Government as legal holidays.

The terms “person” and “persons” as used in this Lease shall be deemed to include natural persons, firms, corporations, associations and any other private or public entities, whether any of the foregoing are acting on their own behalf or in a representative capacity.

PARTNERSHIP TENANT

42.        If Tenant is a partnership (or is comprised of two (2) or more persons, individually and as co-partners of a partnership) or if Tenant's interest in this Lease shall be assigned to a partnership (or to two (2) or more persons, individually and as co-partners of a partnership ) pursuant to Article 21 (any such partnership and such persons being referred to in this Section as “Partnership Tenant”), the following provisions of this Section shall apply to such Partnership Tenant: (a) the liability of each of the parties comprising Partnership Tenant shall be joint and several, and (b) each of the parties comprising Partnership Tenant hereby consents in advance to, and agrees to be bound by, any modifications of this Lease which may hereafter be made and by any notices, demands, requests or other communications which may hereafter be given, by Partnership Tenant or by any of the parties comprising Partnership Tenant, and (c) any bills, statements, notices, demands, requests or other communications given or rendered to Partnership Tenant or to any of the parties comprising Partnership Tenant shall be deemed given or rendered to Partnership Tenant and to all such parties and shall be binding upon Partnership Tenant and all such parties, and (d) if Partnership Tenant shall admit new partners, all of such new partners shall, by their admission to Partnership Tenant, be deemed to have assumed performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, and (e) Partnership Tenant shall give prompt notice to Landlord of the admission of any such new partners, and upon demand of Landlord, shall cause each such new partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein each such new partner shall assume performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed (but neither Landlord's failure to request any such agreement nor the failure of any such new partner to execute or deliver any such agreement to Landlord shall vitiate the provisions of subdivision (d) of this Article).

Intellicheck Mobilisa, Inc.

Page 18

SUCCESSORS, ASSIGNS, ETC.

43.        The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Lease, their respective assigns.

APPLICATION OF INSURANCE PROCEEDS, WAIVER OF SUBROGATION

44.        In any case in which Tenant shall be obligated under any provisions of this Lease to pay to Landlord any loss, cost, damage, liability or expense suffered or incurred by Landlord, Landlord shall allow to Tenant as an offset against the amount thereof the net proceeds of any insurance collected by Landlord for or on account of such loss, cost, damage, liability or expense, provided that the allowance of such offset does not invalidate or prejudice the policy or policies under which such proceeds were payable.  In any case in which Landlord shall be obligated under any provisions of this Lease to pay to Tenant any loss, cost, damage, liability or expense suffered or incurred by Tenant, Tenant shall allow to Landlord as an offset against the amount thereof the net proceeds of any insurance collected by Tenant for or on account of such loss, cost, damage, liability or expense, provided that the allowance of such offset does not invalidate or prejudice the policy or policies under which such proceeds were payable.

CAPTIONS AND INDEX

45.        The captions and the index at the beginning of this Lease, if any, are included only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Lease nor the intent of any provisions thereof.

RECOVERY FROM LANDLORD

46.        A.        Tenant shall look solely to the estate and property of Landlord in the land and building of which the Demised Premises are a part, for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and/or conditions of this Lease to be observed and/or performed by Landlord, and no other property or assets of such Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies.

B.         With respect to any provision of this Lease which provides for Landlord's approval and/or consent, Tenant, in no event, shall be entitled to make, nor shall Tenant make any claim, and Tenant hereby waives any claim, for money damages; nor shall Tenant claim any money damages by way of set-off, counterclaim or defense, based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed any such consent or approval.

BROKER

47.        Tenant represents and warrants to Landlord that Newmark of Long Island, LLC d/b/a Newmark Knight Frank is the sole broker who brought the Demised Premises to Tenant's attention and with whom Tenant has negotiated in bringing about this Lease.  Tenant agrees to indemnify, defend and save Landlord harmless of, from and against any and all claims (and all expenses and fees, including attorneys fees, related thereto) for commissions or compensation made by any other broker or entity, arising out of or relating to the breach by Tenant of the foregoing representation. As, if and when this Lease shall be fully executed and unconditionally delivered by both Landlord and Tenant, Landlord agrees to pay any commission that may be due the above-named broker in connection with this Lease in accordance with a separate agreement between Landlord and said broker.

SECURITY DEPOSIT

48.        A.        Tenant has deposited with Landlord the sum of $58,300.00, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any sum as to which Tenant is in default.  In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant within sixty (60) days after the date fixed as the end of this Lease and after delivery of entire possession of the Demised Premises to Landlord.  In the event of a sale of the land and Building or leasing of the Building, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security.

Intellicheck Mobilisa, Inc.

Page 19

SEVERABILITY OF PROVISIONS

49.        If any provision or any portion of any provision of this Lease or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Lease, or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable; in no event shall this Lease be rendered void or unenforceable.

RENEWAL OPTION

50.          A.          Tenant shall have the option, to be exercised as hereinafter provided, to extend the Demised Term for a period of five (5) years upon the following terms and conditions:

B.          That at the time of the exercise of such option Tenant shall not be in default in the performance of any of the terms, covenants or conditions herein contained with respect to a matter as to which notice of default has been given hereunder and which has not been remedied within the time limited in this Lease.

C.          That at the time of the exercise of such option and at the time of the commencement of such extended period Tenant shall not have assigned this Lease or sublet any portion of the Demised Premises (except per subsection 21. F hereof).

D.          That such extension shall be upon the same terms, covenants and conditions as in this Lease provided, except that (i) there will be no further privilege of extension for the Demised Term beyond the period referred to above; (ii) during the renewal period, the annual rental payable by Tenant to Landlord shall continue to be the base annual rent as calculated pursuant to Article 3 hereof (including the provisions of Section 3. B  hereof); and (iii) during the extension period, the base year for determining additional rent under the escalation clause, Article 11, shall remain unchanged and continue to be the base year established at the commencement of the Demised Term.

E.          Notwithstanding anything in this Article contained to the contrary, Tenant shall not be entitled to an extension, if at the time of the commencement of the extended period Tenant shall be in default under any of the terms, covenants or conditions of this Lease with respect to a matter as to which notice of default has been given hereunder and which has not been remedied within the time limited in this Lease, or if this Lease shall have terminated prior to the commencement of said period.

F.          Tenant shall exercise its option to the extension of the Demised Term by notifying Landlord of Tenant's election to exercise such option at least twelve (12) months prior to the expiration of the initial Demised Term.  Upon the giving of this notice, this Lease shall be deemed extended for the specified period, subject to the provisions of this Article, without execution of any further instrument.

TENANT'S RIGHT OF FIRST OFFER

51.           Provided this Lease is in full force and effect, and that Tenant shall not be in default beyond any applicable notice and cure periods in the performance of any of the terms, covenants or conditions herein contained with respect to a matter as to which notice of default has been given hereunder and which has not been remedied within the time specified in this Lease, on and after the Term Commencement Date, subject and subordinate to (i) any rights of first offer, rights of first refusal, or any similar such rights of any existing tenants in the Building, (ii) any renewal rights of any tenants in the Building, and (iii) the right of Landlord to negotiate a renewal or extension of a lease with any tenants in the Building, Tenant shall have the right of first offer with respect to the leasing of space in the Building contiguous to the Demised Premises (an “Expansion Space”) during the term of the Lease.  Such right of first offer shall be exercisable, and shall be subject to the conditions following:

A.          Before offering a lease for an Expansion Space to a third party, Landlord shall send to Tenant written notice of its intention to rent an Expansion Space (a "Landlord's Notice").  Tenant shall have ten (10) business days from the date of delivery of such Landlord’s Notice to deliver to Landlord written notice (an “Acceptance Notice") wherein Tenant may agree to lease the Expansion Space on the terms specified herein.

Intellicheck Mobilisa, Inc.

Page 20

B.           If Tenant declines to lease an Expansion Space or fails to reply to Landlord's Notice within said ten (10) business day period, Landlord may lease such Expansion Space to any third party upon any terms as Landlord may desire.

C.           If Tenant timely delivers an Acceptance Notice to Landlord, the parties shall promptly enter into a modification of lease agreement for the Expansion Space reflecting the terms herein, and shall make appropriate pro rata adjustments with respect to all items of additional rent which depend on the amount of space occupied by Tenant, including, but not limited to, tax escalations pursuant to Article 11, electric rent pursuant to Schedule C, and the number of parking spaces to be used by the Tenant pursuant to Article 9.

D.           If Tenant timely exercises its right of first offer Landlord shall prepare and renovate such Expansion Space for use and occupancy by the Tenant (the “Expansion Space Work”) subject to a mutually agreeable plan and using building standard materials, and at a cost to Landlord not to exceed the “Pro Rata Work Letter” based upon the remaining term of this Lease.  The Pro Rata Work Letter shall be calculated by multiplying (i) the cost per rentable square foot of Landlord’s Initial Construction, including Landlord’s general contractor’s overhead and profit, paid by Landlord, multiplied by the rentable square feet of such Expansion Space times (ii) the remaining term of this Lease (at the time of the substantial completion of the Expansion Space Work) divided by the Demised Term.

E.           Upon substantial completion of the Expansion Space Work, the base annual rental rate, electricity rate and additional rent for the Demised Premises shall be increased by the rent allocable to such Expansion Space (the “Expansion Space Rent”).  The initial Expansion Space Rent shall be computed by multiplying (i) the total number of rentable square feet comprising such Expansion Space times (ii) the amount of base annual rental rate, electricity rate and additional rent per square foot then being paid by Tenant for the original Demised Premises hereunder, as theretofore escalated as in Articles “3” and “11” and Schedule C hereof provided, and otherwise on the same terms and conditions as set forth in this Lease.

F.           In the event Tenant exercises its right of first offer as hereinabove provided, upon substantial completion of such Expansion Space Work, should the Expiration Date be a date less than five (5) years from the date Landlord completes such Expansion Space Work, the Demised Term of this Lease shall be deemed amended and extended to terminate five (5) years from the date Landlord completes such Expansion Space Work, it being intention of Landlord and Tenant that the term of the Lease for the Demised Premises and the Expansion Space (including the expiration dates thereof) shall for all purposes be co-terminus. The Renewal Option set forth in Article 50 shall remain unaffected by an exercise of Tenant’s right of first offer.

G.           The exercise of the Right of First Offer as set forth in this Article 51 shall render the Termination Option as set forth in Article 52 null and void and of no further force or effect.

H.           If Tenant declines to lease an Expansion Space, Tenant acknowledges and agrees that Landlord may grant such tenants of such Expansion Space renewal options therefor and that the right of first offer set forth in this Article 51 shall be subject and subordinate thereto.

I.            Landlord does not warrant the availability of Expansion Space.

EXERCISE FACILITY

52.           Tenant and its employees shall be permitted to use the exercise facility of the Building subject to Rules and Regulations of Landlord now or hereafter imposed, of which Tenant receives written notice.  Tenant agrees to carry insurance to cover the risk of injury, claims, losses and liabilities arising from the use of the Exercise Facility; and Tenant agrees to indemnify, defend and hold Landlord harmless from and against any such claims, losses or liabilities.  All users shall use the Exercise Facility at their own risk and all users of the Exercise Facility will be required to execute an appropriate disclaimer form provided by Landlord. Landlord, at its sole cost and expense, shall maintain, repair and replace the equipment within the Exercise Facility so as to keep same in good condition and repair.  Tenant’s employees desiring use of the Exercise Facility will be required to pay to Landlord an annual fee of $125.00 (subject to reasonable increases in the sole discretion of Landlord).  Anything herein contained to the contrary notwithstanding, Landlord does not represent, warrant, covenant, or agree that the presently existing exercise facility at the Building will continue to be in existence, available or operational during the Demised Term.

Intellicheck Mobilisa, Inc.

Page 21

CONFERENCE FACILITY

53.        Subject to availability and Rules and Regulations of Landlord now or hereafter imposed regarding use of the Building’s conference facility, Tenant shall be permitted to use the Building’s lower level conference facility for one (1) business day per annum during each year of the Demised Term without a fee imposed by Landlord for such use.  Anything herein contained to the contrary notwithstanding, Landlord does not represent, warrant, covenant, or agree that the presently existing conference facility at the Building will continue to be in existence, available or operational during the Demised Term.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first above written.

LANDLORD:		TENANT:
JQ1 ASSOCIATES, LLC		INTELLICHECK MOBILISA, INC.
By:	/s/ Andrew D. Newman	By:	/s/ Peter J. Mundy
Name:	Andrew D. Newman	Name:	Peter J. Mundy
Title:	Manager	Title:	CFO

Intellicheck Mobilisa, Inc.

Page 22

State of )

)ss.:

County of )

On the ____ day of April, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared _________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

State of )

)ss.:

County of )

On the ____ day of April, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared _________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Intellicheck Mobilisa, Inc.

Page 23

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nelson Ludlow, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intellicheck Mobilisa, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:    August 9, 2010

/s/ Nelson Ludlow
Name:	Nelson Ludlow, PhD
Title:	Chief Executive Officer

 

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter J. Mundy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intellicheck Mobilisa, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:   August 9, 2010

/s/ Peter J. Mundy
Name:	Peter J. Mundy
Title:	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Intellicheck Mobilisa, Inc. (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the period ended June 30, 2010 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Dated:	August 9, 2010	/s/ Nelson Ludlow
		Name:	Nelson Ludlow, PhD
		Title:	Chief Executive Officer
Dated:	August 9, 2010	/s/ Peter J. Mundy
		Name:	Peter J. Mundy
		Title:	Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.