INTELLI CHECK INC
PRESS RELEASE
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>intelli8kexh10-3.txt
<DESCRIPTION>PRESS RELEASE
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                                                                    EXHIBIT 10.3

                              INTELLI-CHECK, INC.


THE WALL STREET GROUP, INC.                   Company Contact:  Frank Mandelbaum
32 East 57th Street                                             Chairman
New York, New York 10022                                        (516) 992-1900
(212) 888-4848


FOR IMMEDIATE RELEASE:
---------------------

INTELLI-CHECK COMPLETES $3 MILLION PRIVATE PLACEMENT FINANCING

     Investment Affirms Potential of Company's  ID-CHECK  Technology in Multiple
Markets

WOODBURY,  N.Y.,  March  28,  2003  --  INTELLI-CHECK,   INC.  (AMEX:IDN),   the
acknowledged  leader in advanced  document and age verification  systems and the
developer of proprietary  ID-CHECK(r)  technology,  today  announced that it has
completed  a $3 million  private  placement  consisting  of 30,000  shares of 8%
Convertible  Preferred  Stock at $100 per  share to  Gryphon  Master  Fund LP of
Dallas, Texas.

Frank Mandelbaum,  Chairman and Chief Executive  Officer of Intelli-Check,  said
that the  financing  was  completed on  favorable  terms for the Company and its
shareholders,  with total potential  dilution of  approximately  6%.  "Gryphon's
investment  affirms  the  value  of our  intellectual  property  and the  growth
potential for our ID-CHECK  technology and we are pleased at the confidence that
it has shown in the  Company's  future,"  stated Mr.  Mandelbaum.  "The  funding
strengthens Intelli-Check's financial position at a time when there is a growing
need and  increased  interest  for  ID-CHECK  technology  in a variety of market
sectors," Mr. Mandelbaum added.

Under terms of the  private  placement  agreement,  each  Convertible  Preferred
Share, priced at $100 per share, will pay a dividend yield of 8% payable in cash
semiannually beginning at the six-month anniversary of the closing date. Each of
the  Preferred  Shares may be  converted at the option of the holder at any time
after the closing into approximately 15.15 shares of Common Stock of the Company
(at a conversion  price of $6.60 per share).  In addition,  for each Convertible
Preferred  Share held,  the holder will receive a five-year  warrant to purchase
approximately 3.79 shares of the Company's Common Stock, exercisable at any time
on or before the fifth  anniversary of the closing date, at an exercise price of
$6.78 per share.  The total amount of shares that may be issued upon  conversion
and the exercise of the warrants are 454,545 and 113,636, respectively.

The Company may redeem any or all of the Preferred  Shares at any time after one
year  from the  closing  date at a cash  redemption  price  of $100  per  share,
providing the volume  weighted  average price of the Company's  Common Stock for
any 20 out of 30 consecutive  trading days exceeds $13.20 per share. The Company
is  required  to redeem all  outstanding  Preferred  Shares  five years from the
closing date. The Company also is required to file a Registration  Statement for
the common stock underlying the Preferred Stock and warrants.

This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy nor shall there be any sale of these  securities in any State in
which such offer,  solicitation  or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.

About Intelli-Check, Inc.

Intelli-Check,  Inc.  (www.intellicheck.com)  is a developer  and marketer of an
advanced  state-of-the-art  document  verification system for authenticating the
validity of U.S. and Canadian driver licenses, state-issued identification cards
and military IDs that comply with accepted  standards used as proof of identity.


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<PAGE>

Intelli-Check's  multi-purpose ID-CHECK(r) units are fully capable of increasing
security  and  as a tool  that  can be  used  to  deter  terrorism  at  military
installations,   high   profile   buildings,   airports   and   other   critical
infrastructure  and are also an effective tool against  "identity  theft," which
often is  supported  by fake IDs and is the  fastest  growing  crime in the U.S.
ID-CHECK(r)  units enable a user to prevent  economic  loss from  check-cashing,
credit card and various other frauds  utilizing fake IDs and the ID-CHECK(r) and
IDentiScan   units  have  the  ability  to  determine   whether   purchasers  of
age-restricted   products   such  as  alcohol  and  tobacco   meet  minimum  age
requirements for their sale. ID-CHECK(r), with its patented technology, analyzes
and  displays  information  encoded in magnetic  stripes and  barcodes  found on
driver  licenses,   military   identification  and  other  forms  of  state  and
government-issued identification from more than 50 jurisdictions.

Certain statements in this press release constitute  forward-looking  statements
within the meaning of the Private  Securities  Litigation Reform Act of 1995, as
amended.  There is no assurance nor  representation  that this private placement
will lead to additional  sales of ID-CHECK  technology.  Additional  information
concerning  forward  looking  statements is contained  under the heading of risk
factors  listed from time to time in the company's  filings with the  Securities
and  Exchange  Commission.  We do  not  assume  any  obligation  to  update  the
forward-looking information.

                                     # # #

IDN-PPLACE






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