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EXHIBIT 10.21


                                                             THOMAS J. COLATOSTI
                                                             -------------------
                                                                  Optionee
                           BIO-KEY INTERNATIONAL, INC.
                           ---------------------------

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                    UNDER THE
                           BIO-KEY INTERNATIONAL, INC.
                             1999 STOCK OPTION PLAN

     This Agreement is made as of the date set forth on Schedule A hereto (the
"Grant Date") by and between Bio-key International, Inc., a Minnesota
corporation (the "Corporation"), and the person named on Schedule A hereto (the
"Optionee").

     WHEREAS, Optionee is a valuable member of the Corporation's Board of
Directors and the Corporation considers it desirable and in its best interest
that Optionee be given an inducement to acquire a proprietary interest in the
Corporation and an incentive to advance the interests of the Corporation by
granting the Optionee an option to purchase shares of common stock of the
Corporation (the "Common Stock");

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree that as of the Grant Date, the Corporation hereby grants Optionee an
option to purchase from it, upon the terms and conditions set forth in the
Corporation's 1999 Stock Option Plan, as amended from time to time (the "Plan"),
a copy of which is attached hereto, that number of shares of the authorized and
unissued Common Stock of the Corporation as is set forth on Schedule A hereto.

    1.     Terms of Stock Option.  The option to purchase Common Stock granted
       ---------------------
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:

     (a)  This option shall constitute a Non-Qualified Stock Option which is not
          intended to qualify under Section 422 of the Internal Revenue Code of
          1986, as amended;

     (b)  The per share exercise price for the shares subject to this option
          shall be the Fair Market Value (as defined in the Plan) of the Common
          Stock on the Grant Date, which exercise price is set forth on Schedule
          A hereto;

     (c)  This option shall vest in accordance with the vesting schedule set
          forth on Schedule A hereto; and

     (d)  No portion of this option may be exercised more than seven (7) years
          from the Grant Date.


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   2.    Payment of Exercise Price.  The option may be exercised, in part or in
        -------------------------
whole, only by written request to the Corporation accompanied by payment of the
exercise price in full either:  (i) in cash for the shares with respect to which
it is exercised; (ii) by delivering to the Corporation a notice of exercise
with an irrevocable direction to a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, to sell a sufficient portion of the shares and
deliver the sale proceeds directly to the Corporation to pay the exercise price;
or (iii) in the discretion of the Plan Administrator, by delivering previously
owned shares of Common Stock or a combination of shares and cash having an
aggregate Fair Market Value (as defined in the Plan) equal to the exercise price
of the shares being purchased; provided, however, that shares of Common Stock
                               --------- -------
delivered by the Optionee may be accepted as full or partial payment of the
exercise price for any exercise of the option hereunder only if the shares have
been held by the Optionee for at least six (6) months.


   3.    Miscellaneous.
         -------------

     (a)  This Agreement is binding upon the parties hereto and their respective
          heirs, personal representatives, successors and assigns.

     (b)  This Agreement will be governed and interpreted in accordance with the
          laws of the State of Minnesota, and may be executed in more than one
          counterpart, each of which shall constitute an original document.

     (c)  No alterations, amendments, changes or additions to this agreement
          will be binding upon either the Corporation or Optionee unless reduced
          to writing and signed by both parties.

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     In witness whereof, the parties have executed this Agreement as of the
Grant Date.
                         BIO  KEY  INTERNATIONAL,  INC.


                         By:/s/  Gary  Wendt
                         ---------------------------------
                         Title:  Chief  Financial  Officer
                         ---------------------------------


                         OPTIONEE


                         /s/  Thomas  J.Colatosti
                         ---------------------------------


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                                   SCHEDULE A



1.  Optionee:  Thomas J. Colatosti

2.  Grant Date:  September 5, 2002

3.  Number of Shares of Common Stock covered by the Option:  200,000

4.  Exercise Price (Fair Market Value of Common Stock on the Grant Date):  $.33

5.  The Option shall vest in accordance with the following schedule:

     Options vest in equal installments of 25,000 per calendar quarter over a
     two (2) year period commencing September 5, 2002.


                         /s/ G.W.
                         --------------------------------------
                         Initials of Authorized
                         Officer of BIO KEY INTERNATIONAL, INC.



                         /s/ T.J.C.
                         --------------------------------------
                         Optionee's Initials




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