ICTS INTERNATIONAL N.V.
established at The Netherlands

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given of the Annual General Meeting of Shareholders
(the "Annual Meeting") of ICTS International N.V. (the "Company") which will be
held on Tuesday, June 22, 1999,26, 2001, at 10:11:00 A.M. local time, at the offices of the
Company, located at Biesbosch 225, 1181 JC Amstelveen, The Netherlands.

The agenda for the Annual Meeting, including proposals made by the
Supervisory Board and the Management Board, is as follows:

1. Opening of the meeting by the Chairman.

2. To elect eight members to the Supervisory Board.

3. Adoption of the annual accounts of the fiscal year 2000.

4. Authorization for the Supervisory Board, for a period of five years
from the date of the Meeting, to issue up to 17,000,000 shares,
representing all of the authorized shares of the Company's Common
Stock, for any lawful corporate purpose without further shareholder
approval.

5. Adoption of the English language to be used for the annual accounts
and annual reports of the Company.

6. Report by the Management Board on the course of business of the Company
with respect to the annual accounts of the year 1998.

4.2000.

7. Report of the Audit Committee.

8. Report by the Supervisory Board with respect to the annual accounts of
the year 1998.

5. Adoption of the English language to be used for the annual accounts and
annual reports of the Company.

6. Adoption of the annual accounts of the fiscal year 1998.

7. Adoption of the 1999 Equity Incentive Plan.

8.2000.

9. Questions.

9.10. Adjournment.

Pursuant to the Articles of Association of the Company and Netherlands
law, copies of the annual accounts for the fiscal year 1998,2000, the annual report
which includes the information required pursuant to Section 2:392 of the Dutch
Civil Code and the report of the Supervisory Board are open for inspection by

the shareholders of the Company and other persons entitled to attend meetings of
shareholders at the offices of the Company at Biesbosch 225, 1181 JC,
Amstelveen, The Netherlands, from the date hereof until the close of the Annual
Meeting.

Shareholders may only exercise their shareholder rights for the shares
registered in their name on May 1, 1999,June 26, 2000, the record date for the determination
of shareholders entitled to vote on the day of the Annual Meeting.

The Management Board
Lior Zouker
Managing Director and
Chief Executive Officer
May 1, 199924, 2001

SHAREHOLDERS ARE URGED TO MARK, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY
CARD OR POWER OF ATTORNEY, AS APPLICABLE, IN THE ENCLOSED RETURN ENVELOPE.

ICTS INTERNATIONAL N.V.
Biesbosch 225
1181 JC
Amstelveen, The Netherlands

(Registered with the Chamber of Commerce at
Amsterdam/Haarlem, The Netherlands under No. 33.279.300)

PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on June 22, 199926, 2001

This Proxy Statement is being furnished to holders of common shares,
par value 1.0 Dutch guilder per share (the "Common Shares"), of ICTS
International N.V., a Netherlands corporation (the "Company"), in connection
with the solicitation by the Management Board of proxies in the form enclosed
herewith for use at the Annual General Meeting of shareholders of the Company to
be held at 10:11:00, A.M. local time, on Tuesday, June 22, 1999,26, 2001, at the offices of
the Company, located at Biesbosch 225, 1181 JC, Amstelveen, The Netherlands, or
at any adjournment or adjournments thereof (the "Annual Meeting"). A copy of the
Notice of Annual General Meeting of Shareholders (the "Notice"), which contains
the agenda for the Annual Meeting (the "Agenda"), accompanies this Proxy
Statement.

The Company's 19982000 annual report (the "Annual Report"), which contains
the Company's audited consolidated financial statements for the fiscal year
ended December 31, 1998,2000, expressed in U.S. Dollars and prepared in accordance
with United States and Dutch generally accepted accounting principles
(hereinafter, the "Annual Accounts"), is being mailed with this Proxy Statement.

It is proposed at the Annual Meeting to adopt resolutions approving the
following proposals (the "Proposals"):

1. Election of aan eight member Supervisory Board.Board (item 2 of the Agenda).

2. Adoption of the Annual Accounts for the fiscal year ended December 31,
2000 (item 3 of the Agenda).

3. Authorization for the Supervisory Board, for a period of five years
from the date of the Meeting, to issue up to 17,000,000 shares,
representing all of the authorized shares of the Company's Common
Stock, for any lawful corporate purpose without further shareholder
approval (item 4 of the agenda).

4. Adoption of the English language to be used for the annual accounts and
annual reports of the Company (item 5 of the Agenda).

3. Adoption of the Annual Accounts for the fiscal year ended December 31,
1998 (item 6 of the Agenda).

4. Adoption of the 1999 Equity Incentive Plan.

Pursuant to the Articles of Association of the Company and Netherlands
law, copies of the Annual Accounts, the Annual Report and the information
required under Section 2:392 of the Dutch Civil Code and the report of the
Supervisory Board, written in accordance with the Articles of Association of the
Company, are open for inspection by the shareholders and other persons entitled
to attend meetings of shareholders at the office of the Company at Biesbosch
225, 1181 JC, Amstelveen, The Netherlands, from the date hereof until the close
of the Annual Meeting.

Since the Company is a "foreign private issuer" under United States
securities laws, the solicitation of proxies for use at the Annual Meeting is
not subject to the proxy rules contained in Regulation 14A promulgated under the
United States Securities Exchange Act of 1934, as amended.

This solicitation is made by the Management Board and the cost of the
solicitation will be borne by the Company. The Company will reimburse brokerage
firms, fiduciaries and custodians for their reasonable expenses in forwarding
solicitation materials to beneficial owners. The Company is mailing this Proxy
Statement, the Notice, the Annual Report, the form of proxy and the Power of
Attorney to the shareholders on or about April 27, 1999.May 24, 2001.

Voting Securities and Voting Rights

At the close of business on May 1, 1999,June 26, 2001, the issued and outstanding
voting securities of the Company consisted of 6,306,7806,229,967 Common Shares. The class
of Common Shares is the only class of voting stock of the Company. Shareholders
may exercise their shareholder rights to vote only the Common Shares registered
in their name on May 1, 1999,June 26, 2001, the record date for the Annual Meeting.

Shareholders owning and holding approximately 65.1% of the issued and
outstanding Common Shares of the Company have indicated that they will vote FOR
items 2, 3, 4 and 5 of the Agenda.

The Agenda set forth in the Notice was proposed by the Management Board
and approved by the Supervisory Board.

A registered holder of Common Shares may cast one vote per share at the
Annual Meeting. In accordance with Article 18 of the Articles of Association of
the Company, resolutions may be adopted only when a quorum of at least fifty
percent of the outstanding shares entitled to vote is represented at the Annual

Meeting, and adoption of a resolution requires an absolute majority of the votes
cast at the Annual Meeting.

Common Shares cannot be voted at the Annual Meeting unless the
registered holder is present in person or is represented by a written proxy. The
Company is incorporated in The Netherlands and, as required by the laws of The
Netherlands and the Company's Articles of Association, the Annual Meeting must
be held in the Netherlands. Shareholders who are unable to attend the Annual
Meeting in person may authorize the voting of Common Shares at the Annual
Meeting by completing and returning the enclosed proxy card naming Lior Zouker
and Ranaan
NirStefan Vermeulen as proxyholders. If the proxy in the enclosed form is duly
executed and returned prior to the Annual Meeting, all Common Shares represented
thereby will be voted, and, where specifications are made by the holder of
Common Shares on the form of proxy, such proxy will be voted by the proxyholders
in accordance with such specifications.

If no specification is made in the proxy, the proxy will be voted by
the proxyholders FOR items 2,5,62, 3, 4 and 75 of the Agenda.

In the event a shareholder wishes to use any other form of proxy, such
proxy shall be voted in accordance with the specification given therein,
provided that (I)(i) such proxy states the number of registered Common Shares held
by such shareholder, (ii) the Common Shares for which the proxy is given are
registered in the name of the shareholder on May 1, 1999,June 26, 2001, and (iii) such proxy
enables the person named therein to vote the Common Shares represented thereby
either in favor of or against the Proposals, or to abstain from voting, as
applicable. The proxyholder shall present the duly executed proxy together with
the enclosed form of Power of Attorney signed by the registered shareholder.

Right of Revocation

Any shareholder who has executed and delivered a proxy to the Company
and who subsequently wishes to revoke such proxy may do so by delivering a
written notice of revocation to the Company at its address set forth above,
Attention: Chief Executive Officer, at any time prior to the Annual Meeting.

Beneficial Ownership of Securities Owners

and Management

The following table sets forth below information regarding the
beneficial ownership (as determined under U.S. securities laws) of the Common
Shares of the Company, as of May 1, 1999,June 26, 2001, by each person who is known by the
Company to own beneficially more than 10%5% of the outstanding Common Shares:

Amount of Shares Percent of
Beneficially Owned Class Owned

Leedan Business
Enterprise Ltd. ("Leedan") 2,255,000 35.7%
Ezra Harel 2,530,000(1) 40.1%

DirectorsNumber of Shares Percent of
Beneficially Owned Class Owned

Leedan........................ 2,255,000(1) 36.2%

Harmony ....................... 679,443(2) 10.9%

Port of Rostock.............. 390,000(3) 6.3%
- ---------------------------

(1) Leedan, through wholly-owned subsidiaries, owns approximately 36.2% of the
issued and outstanding Common Shares. Mr. Menachem J. Atzmon and Mr. Ezra Harel
own, directly or indirectly 100% of the outstanding shares of Leedan and may be
deemed to control such company. Leedan, Mr. Atzmon and Executive
Officers as a Group 3,537,400(2) 56%
(11 persons)

(1) For purposes of U.S. Securities laws, Mr. Harel may be able to
appoint all the directors of ICTS and control the affairs of ICTS.

(2) Harmony Ventures, B.V. ("Harmony") owns approximately 10.9% of the issued
and outstanding Common Shares. Mr. Menachem J. Atzmon and Mr. Ezra Harel own
100% of the outstanding shares of Harmony and may be deemed to beneficially own Leedan's Common Shares by reasoncontrol such
company.

(3) Seehafen Rostock Umschlagsgesellschaft GmbH ("Port of his control of Leedan. This
amount includes 275,000 Common Shares owned by Mr. Harel and 2,255,000 Common
Shares owned by Leedan.

(2)Includes (a) 2,255,000 Common Shares held by Leedan and (b) 437,400 Common
Shares issuable upon the exercise of options granted to certain directors and
executive officersRostock") owns
approximately 6.3% of the Company which have vested or which become exercisable
within 60 days.issued and outstanding Common Shares. Mr. Menachem J.
Atzmon and Mr. Ezra Harel own 100% of the outstanding shares of Port of Rostock
and may be deemed to control such company.

ITEM TWO OF THE AGENDA:
ELECTION OF SUPERVISORY BOARD

At the Annual Meeting,eight members of the Supervisory Board are to be
elected to serve until the 19992001 Annual Meeting of Shareholders and until their
successors have been elected and qualified. The nominees to be voted on by
Shareholders are Messrs. Ezra Harel, Boaz Harel, Savinoam Avivi, Michael Barnea,
Natenal Rotem, Gerald Gitner, Amos Lapidot, and Menachem J. Atzmon.Atzmon and Eli Talmor.

All nominees have consented to be named and have indicated their intent
to serve if elected. The Company has no reason to believe that any of these
nominees are unavailable for election. However, if any of the nominees become
unavailable for any reason, the persons named as proxies may vote for the
election of 4

such person or persons for such office as the Supervisory Board of
the Company may recommend in the place of such nominee or nominees. It is
intended that the proxies, unless marked to the contrary, will be voted in favor
of the election of Messrs. Ezra Harel, Boaz Harel, Savinoam Avivi, Michael
Barnea, Natenal
Rotem, Gerald Gitner, Amos Lapidot, and Menachem J. Atzmon.Atzmon and Eli Talmor.

THE MANAGEMENT BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE FOLLOWING EIGHT NOMINEES (ITEM 1 ON THE PROXY CARD).

Ezra Harel (48)(50) is the controlling shareholder of Leedan, an investment holding
company whose shares are listed on the Tel Aviv Stock Exchange.company. Mr. Ezra Harel hashad been the Vice Chairman of the Board of Directors of
Rogosin Enterprises Ltd., an affiliate of Leedan ("Rogosin"), since 1994.
Rogosin ishas been one of the largest independent manufacturers of tire cord in
the world.world and is now an investment company. He has also served as Chairman of
the Board of Directors of both Dash 200+ (a, a company involved with the conversion
of Boeing 747 aircraft from passenger to cargo use)use, since 1991, and of Tuffy
Associates Inc. (an, an automotive service franchise company)company, since 1993. Mr. Ezra Harel
is the brotherChairman of Mr. Boaz Harel.the Advisory Board of Port of Rostock.

Boaz Harel (35)(37) has been the Managing Directormanaging director of Leedan since 1993. From 1991from 1993 to 1993, he was founder and the Managing
Director of Mashik Business and Development Ltd., an engineering
consulting company. Since September 1996, and in addition to his
capacity as the Managing Director of Leedan, Mr. Boaz Harel has
relocated to New York and serves as the Chairman of ICTS USA
(1994), Inc., the wholly owned U.S. subsidiary of the Company,
and in this capacity is responsible for the business development
of the Company in the U.S.December
1997. Mr. Boaz Harel is the Chairman of Pioneer, Commercial Funding Corp. ("Pioneer"), a publicly-tradedpublicly traded mortgage
warehouse lender trading on NASDAQ, serving in such capacity since November
1996. Pioneer is an affiliate of Leedan. Mr. Boaz Harel is the brother of Mr.
Ezra Harel.

Savinoam Avivi (60) is currently(62) was a Membermember of the Executive Board and Vice President of
Koor Industries Ltd. ("Koor"), having served in those capacities since 1988.from 1988 to
1999. Mr. Avivi also servesserved as a director of Home Centers (DVI) Ltd., a company
publicly traded in Israel and an affiliate of Koor, and various subsidiaries of
Koor. Koor is publicly traded on the New York and Tel Aviv Stock Exchanges and
is the largest industrial conglomerate in Israel. 5

He is currently chairman of
the board of several private companies.

Michael Barnea (43)(45) has been a senior executive and a member of the Board of
Directors of Leedan since 1994. From 1991 to 1994, he was a partner atIn addition, Mr. Barnea has served as the law officesCEO of
Zellermayer, Pelossof in Tel Aviv, Israel.Rogosin since 2000.

Gerald Gitner (54)from 1991 to 1992, was the Vice Chairman of the
Tribeca Corp. From 1992 until 1998 he was(55) served as Chairman of Avalon Group, Ltd., an investment
banking firm and President of Avalon Securities Ltd., its affiliate and an NASD
member broker-dealer.broker-dealer from 1992 until 1998. Since 1993, he ishas also been a
director of Trans World Airlines, Inc. In February, 1997,December 1996, he was appointed to
serve as CEO and in February 1997 as Chairman of Trans World Airlines, Inc. He
servesserved as CEO until May 1999. Since May 1985, he has served as the Chairman of
D.G. Associates, Inc. He is a director of Factory Card Outlets, Inc. Mr. Gitner
is a Trustee of Rochester Institute of Technology.

Amos Lapidot (64)(66) is a LieutenantMajor General (reserve) in the Israeli Defense Forces and
has served in the past as Commander-in-Chief of the Israeli Air Force. Mr.
Lapidot has been a Special Assistant to the Israeli Ministry of Defense since 1988.from
1991 to 1998. He has also been a director of El Al, the official airline of the
state of Israel, since 1995. Nateniel Rotem (69) served as Managing DirectorMr. Lapidot is President of Tower Air from
September 1986 until September 1996.Technion, Israel
Institute of Technology.

Menachem J. Atzmon (55)(57) is a Chartered Accountantaccountant (Isr). Mr. Atzmon is a
controlling shareholder of Leedan, an investment holding company. As of 1995 Mr.
Atzmon serveshas served as a Director of Spencer Corporation Ltd,Ltd., an Investmentinvestment
company. Since 1996 he is the Managing Director of Albermale Investment Ltd. and
Kent Investment Holding Ltd., both investment companies. Since January 1998 he
is
servinghas served as CEO of The SeehafenPort of Rostock, Umschlagsgesellschaft mbH, Germany, a company engaged in sea port activities.
Mr. Atzmon served as director of Zim
Navigation Co. Ltd from 1984 to 1987, a company engaged in fright transport,
mainly sea transport and from 1984 to 1987 as aHe is also the joint managing director and CEOof Harmony.

Eli Talmor (51) has been a member of the Israel Corporation, one of the largest investment corporations in Israel
and the Israeli Refineries, a company engaged in oil refinery and distribution.

ITEM FIVE OF THE AGENDA:
ADOPTION OF THE ENGLISH LANGUAGE

international structureSupervisory Board of the Company since
December 2000. Dr. Eli Talmor is a professor at the Management proposes thatLondon Business School
specializing in private equity and new ventures. He also is a professor of
finance at the annual
accountsUniversity of California, Irvine. He has previously taught at Tel
Aviv University, UCLA, and the annual reportsUniversity of

Wisconsin at Madison. Dr. Talmor served on the Company be preparedboard of directors of New
Dimension Software from 1994 to 1999. During his tenure, the company grew,
reflected by a substantial increase of its stock price. This company was
acquired by BMC Software in 1999. Dr. Talmor holds a Ph.D. in Business
Administration from the English
language.

A majorityUniversity of the votes cast is required for the adoption the English language
for the Company's annual accountsNorth Carolina at Chapel Hill and annual reports.

THE MANAGEMENT BOARD RECOMMENDS A VOTE "FOR"a BSc
(Cum Laude) from Technion, Israel Institute of Technology.

ITEM FIVE (ITEM 2 OF THE PROXY
CARD).

ITEM SIXTHREE OF THE AGENDA:
ADOPTION OF ANNUAL ACCOUNTS

The Company's audited balance sheet as of December 31, 19982000 and
statement of income for the year then ended, as expressed in U.S. Dollars and
prepared in accordance with U.S. and Dutch generally accepted accounting
principles (the "Annual Accounts"), are submitted to the Company's shareholders
in the English language.

Copies of the Annual Accounts, the Annual Report, which contains the
information required under Section 2:392 of the Dutch Civil Code, and the report
of the Supervisory Board are available for inspection by the Company's
shareholders and other persons entitled to attend meetings of shareholders at
the office of the Company at Biesbosch 225, 1181 JC, Amstelveen, The
Netherlands, from the date hereof until the close of the Annual Meeting.

In accordance with Article 20 of the Articles of Association of the
Company, the Supervisory Board has determined to retain all net profit of the
fiscal year 19982000 to fund development and growth of the Company business.
Accordingly, no dividends shall be proposed to be declared by the shareholders
at the Annual Meeting for the 19982000 fiscal year.

Pursuant to Article 19 of the Articles of Association of the Company,
the unconditional adoption of the Annual Accounts by the Shareholders at the
Annual Meeting constitutes a discharge, for purposes of Dutch law, of the
members of the Management Board and the Supervisory Board for the matters
disclosed in the Annual Accounts. Such discharge is not absolute and will not be
effective as to matters misrepresented or not disclosed to the shareholders.

A majority of the votes cast is required for the adoption of the
Company's Annual Accounts.

THE SUPERVISORY BOARD AND THE MANAGEMENT BOARD RECOMMENDSRECOMMEND A VOTE "FOR"
ITEM SIXTHREE (ITEM 2 OF THE PROXY CARD).

ITEM FOUR OF THE AGENDA

AUTHORIZATION FOR THE SUPERVISORY BOARD, FOR A PERIOD OF FIVE YEARS
FROM THE DATE OF THE MEETING, TO ISSUE UP TO 17,000,000 SHARES, REPRESENTING ALL
OF THE AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK, FOR ANY LAWFUL CORPORATE
PURPOSE WITHOUT FURTHER SHAREHOLDER APPROVAL.

Pursuant to the Company's Articles of Association and Section 2:96(1)
of the Dutch Civil Code, the Supervisory Board the Company may only issue Common
Shares in accordance with a resolution of the general meeting of shareholders or
of another company organ that is indicated by resolution of the general meeting
for a fixed duration of up to five years. Such designation must also specify the
number of shares which may be issued.

In order to further the business interests of the Company and to
increase the ease with which the Company may issue stock in connection any
lawful business purpose, the Supervisory Board requests that it be authorized by
a resolution of the Meeting to issue up to 17,000,000 Common Shares,
representing all of the authorized shares of the Company's Common Shares, for a
period of five years from the date of the Meeting without further shareholder
approval.

A majority of votes cast is required for the authorization of the Supervisory
Board to

issue such Common Shares during such period without further shareholder
approval.
THE SUPERVISORY BOARD AND THE MANAGEMENT BOARD RECOMMEND A VOTE "FOR"
ITEM FOUR (ITEM 3 OF THE PROXY CARD).

ITEM FIVE OF THE AGENDA
ADOPTION OF THE ENGLISH LANGUAGE TO BE USED FOR THE ANNUAL ACCOUNTS
AND ANNUAL REPORTS OF THE COMPANY

Pursuant to Section 2:362, Paragraph 7 of the Dutch Civil Code, the
annual accounts of a Netherlands company such as the Company must be prepared in
the Dutch language, unless the General Meeting resolves to use another language.
Due to the international structure of the Company, the Management proposes that
the annual accounts and the annual reports of the Company be prepared in the
English language.

A majority of the votes cast is required for the adoption the English
language for the Company's annual accounts and annual reports.

THE SUPERVISORY BOARD AND THE MANAGEMENT BOARD RECOMMEND A VOTE "FOR"
ITEM FIVE (ITEM 4 OF THE PROXY CARD).

ITEM SEVEN OF THE AGENDA:
ADOPTIONAGENDA
REPORT OF THE 1999 EQUITY INCENTIVE PLANAUDIT COMMITTEE

The Audit Committee of the Supervisory Board consists of Gerald Gitner
(Chairman), Menachem J. Atzmon, Savinoam Avivi, Amos Lapidot and Eli Talmor. The
Audit Committee and the Supervisory Board have adopted an Audit Committee
Charter which is attached hereto as Exhibit A. The Charter outlines the duties
of the Audit Committee in relation to its responsibilities of overseeing
management's conduct of the Company's financial reporting process, including the
selection of the Company's outside auditors and the review of the financial
reports and other financial information provided by the Company to any
governmental or regulatory body, the public or other users thereof, the
Company's systems of internal accounting and financial controls and the annual
independent audit of the Company's financial statements and the Company's legal
compliance and ethics programs as established by the Management Board and the
Supervisory BoardBoard. The Audit Committee has met with the independent auditors as
well as the internal auditors. The Audit Committee after such review and
discussion with internal auditors and the independent auditors have approved and
recommendsrecommended
that the shareholders adoptaudited financial statements be included in the 1999 Equity Incentive Plan, (the
"Plan") so that options may be granted under the Plan. Approval of these
proposals will require the affirmative vote of a majority of the shares present
in person or represented by proxyCompany's annual report
on Form 20-F.

The Audit Committee held one meeting at the Meeting.

The Plan provides a means whereby employees, officers, directors, and
certain consultants and independent contractorsend of each quarter to
discuss the financial status of the Company ("Qualified
Grantees") may acquirefor a total of four meetings during
the Common Shareslast fiscal year. Except for Gerald Gitner, all members of the Company pursuant to grants of
(i) Incentive Stock Options ("ISO") and (ii) "non-qualified stock options". A
summaryAudit
Committee are "independent" under the rules of the significant provisionsSecurities and Exchange
Commission currently applicable to the Company. Mr. Gitner can serve as a member
of the Plan is set forth below. A copyAudit Committee under the exception of the full Plan is annexedrules adopted by the
Securities and Exchange Commission as Exhibit A to this Proxy Statement.both the Supervisory Board and the
Management Board strongly believe that his services would be in the best
interest of the Company.

AUDIT COMMITTEE REPORT

The following description ofis the Plan is qualified in its entirety by reference to the Plan
itself.

The purpose of the Plan is to further the long-term stability,
continuing growth and financial success of the Company by attracting and
retaining key employees, directors and selected advisors through the use of
stock incentives, while stimulating the efforts of these individuals upon whose
judgment and interest the Company is and will be largely dependent for the
successful conduct of its business. The Company believes that the Plan will
strengthen these persons' desire to remain with the Company and will further the
identification of those persons' interests with thosereport of the Company's shareholders.Audit Committee with
respect to the Company's audited financial statements for the fiscal year ended
December 31, 2000.

Review With Management

The Plan provides that optionsCommittee has reviewed and discussed the Company's audited
financial statements with both the Management Board and the Supervisory Board.

Review and Discussions With Independent Auditors

The Committee has discussed with Kesselman & Kesselman, the Company's
independent auditors, the matters required to purchase up to 600,000 Common Sharesbe discussed by SAS 61
(Communications with Audit Committees) regarding the auditor's judgments about
the quality of the Company may be issuedCompany's accounting principles as applied in its financial
reporting.

The Committee has also received written disclosures and the letter
from Kesselman & Kesselman required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees) and has discussed with
Kesselman & Kesselman their independence.

Conclusion

Based on the review and discussions referred to above, the Committee
recommended to the employeesCompany's Supervisory Board that its audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with the Securities and outside directors. All present
and future employees shall be eligible to receive incentive awards under the
Plan, and all present and future non-employee directors shall be eligible to
receive non-statutory options under the Plan. An eligible employee or
non-employee director shall be notified in writing, stating the number of shares
for which options are granted, the

option price per share, and conditions surrounding the grant and
exercise of the options.

The exercise price of shares of Company Stock covered by an ISO shall
be not less than 100% of the fair market value of such shares on the date of
grant; provided that if an ISO is granted to an employee who, at the time of the
grant, is a 10% shareholder, then the exercise price of the shares coveredExchange
Commission.

Submitted by the incentive stock option shall be not less than 110% of the fair market value
of such shares on the date of grant. The exercise price of shares covered by a
non-qualified stock option shall be not less than 85% of the fair market value
of such shares on the date of grant.

The Plan shall be administered by the CompensationAudit Committee of the Supervisory Board

which shall be appointedGerald Gitner, Chairman of the Audit Committee.

The aggregate fees billed to the Company for the fiscal year ended
December 31, 2000 by the Supervisory Boardprincipal accounting firm was $175,000 in total with
$27,500 each fiscal quarter for general auditing services, $50,000 related to
auditing related to European operations and subsidiaries and $15,000 in
conjunction with certain sales of operations by the Company.

The information contained in the foregoing report shall not be deemed
to be "soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
and which shall consist of a minimum of two members of the Supervisory
Board of the Company .

As of the date of this proxy statement, no options have been granted
under the Plan.

THE MANAGEMENT BOARD RECOMMENDS A VOTE "FOR" ITEM SEVEN.specifically incorporates it by reference in such filing.

Please sign, date and return the accompanying proxy card or other form
of proxy with Power of Attorney, as applicable, in the enclosed envelope at your
earliest convenience.

The Management Board

Lior Zouker
Managing Director and
Chief Executive Officer

May 1, 1999

924, 2001

POWER OF ATTORNEY

The undersigned,

hereby grants power of attorney to:

Lior Zouker
Ranaan NirStefan Vermeulen

for and in name, place and stead of the undersigned to attend the
Annual General Meeting of Shareholders of ICTS International N.V., a public
company whose statutory seat and registered office is in Amstelveen, The
Netherlands, which Annual General Meeting to be held at 10:11:00, local time, on
Tuesday, June 22,
1999,26, 2001, at the offices of the Company, located at Biesbosch 225,
1181 JC, Amstelveen, The Netherlands or any adjournment or adjournments thereof,
and for and in name, place and stead of the undersigned to sign at that Annual
General Meeting the attendance register, to take part in all discussions, to
make such proposals as the attorney may deem expedient, and to exercise the
right to vote attached to the shares of the undersigned as well as all other
rights which may be exercised at the Annual General Meeting on behalf of the
undersigned _______________________, and further to do and perform any and all
acts relating to the foregoing which may be useful or necessary and which the
undersigned might or could or should do if personally present, all this with
full power of substitution.

Signed in , this day of 1999.2001.

If a natural person insert: surname, forenames, full residential address and
date of birth. If a body corporate insert: corporate name, place of registered
office, full business address. A power of attorney given by a body corporate
must be signed by an officer/officers duly authorized to represent the body
corporate. If necessary inspect the records of the Chamber of Commerce where the
body corporate is registered, and/or its articles of association or by--laws.

[ ] Please mark your vote as indicted in this example.

The Proposed Resolutions

Unless otherwise indicated, this Proxy confers authority to vote "FOR"
for the resolutions contained herein. The Management Board recommends a vote of
"FOR" for the resolutions contained herein. This proxy is solicited on behalf of
the Management Board of ICTS International N.V. and may be revoked prior to its
exercise by a written notice to the Chief Executive Officer of the Company.

1. To elect eight members to the Supervisory Board.