Exhibit 10.28

                       SECURED CONVERTIBLE PROMISSORY NOTE

         THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE OR UNDER
         THE  SECURITIES  ACT OF 1933, AS AMENDED.  THE NOTE MAY NOT BE OFFERED,
         RESOLD,  PLEDGED  OR  TRANSFERRED  EXCEPT  AS  PERMITTED  UNDER THE ACT
         PURSUANT TO REGISTRATION THEREUNDER OR THE AVAILABILITY OF AN EXEMPTION
         THEREFROM.

No.      N-                                                Up to US $ 2,500,000
         ---------------                                         --------------

                           BIO-KEY INTERNATIONAL, INC.

                                      NOTE


         FOR  VALUE   RECEIVED,   BIO-KEY   INTERNATIONAL,   INC.,  a  Minnesota
corporation  (the  "Company"),  promises  to pay to THE  SHAAR  FUND  LTD.,  the
registered  holder hereof (the "Holder"),  the principal sum of Two Million Five
Hundred Thousand and 00/100  ($2,500,000)  Dollars, or such lesser amount as may
have been  advanced  from time to time after the date hereof  under that certain
Note Purchase  Agreement dated January 27, 2003, as amended October __, 2003, by
and between the Company and Investor (the  "Agreement"),  and to pay interest in
arrears at the rate of 7% per annum on the  outstanding  principal  balance  due
hereunder.  Accrual of interest shall commence on the first such business day to
occur  after the date  hereof and shall  continue  until  payment in full of the
principal  sum has  been  made  or duly  provided  for on a 360 day  basis.  The
principal of, and interest on, this Note are payable in such coin or currency of
the United  States of  America  as at the time of  payment  is legal  tender for
payment of public and private  debts,  at the address last appearing on the Note
Register  of the  Company as  designated  in writing by the Holder  from time to
time.  The Company will pay the principal of and interest  upon this Note,  less
any amounts  required by law to be deducted,  to the  registered  holder of this
Note to such date and addressed to such holder at the last address  appearing on
the Note Register.  The  forwarding of such check shall  constitute a payment of
principal  and interest  hereunder and shall satisfy and discharge the liability
for principal and interest on this Note to the extent of the sum  represented by
such check plus any amounts so deducted.

         Principal and interest  hereunder  shall be payable in a single payment
on October 31, 2004.

<PAGE>

         This Note is subject to the following additional provisions:

         1. (a) Intentionally omitted.

             (b)  This  Note  is  being  issued  pursuant  to the  Terms  of the
Agreement.  Terms not otherwise  defined herein shall have the meanings ascribed
to them in the Agreement.

             (c)  The  obligation  of the  Company  for  payment  of  principal,
interest and all other sums hereunder is secured by Security Interest Provisions
between  the  Company  and the Holder as set forth in the Annex to that  certain
Secured  Note of the  Company  dated  November  26, 2001 issued to Holder in the
principal  amount of  $4,092,920  with the same  force and  effect as if annexed
hereto and the Company shall execute such documents and  certificates  as may be
necessary in respect thereof. The Company covenants that since November 26, 2001
it has not granted any  security  interest  in any assets or  collateral  to any
person or entity..

         2. The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on, this Note any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

         3. This Note has been issued subject to investment  representations  of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and  foreign  securities  laws.  In the event of any  proposed
transfer of this Note, the Company may require,  prior to issuance of a new Note
in  the  name  of  such  other  person,  that  it  receive  reasonable  transfer
documentation  including  legal  opinions  that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any  applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Note,  the  Company  and any agent of the  Company may treat the person in whose
name this Note is duly  registered on the  Company's  Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected by notice to the contrary.

         4. No  provision of this Note shall alter or impair the  obligation  of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest  on,  this  Note at the  time,  place,  and  rate,  and in the  coin or
currency, herein prescribed. This Note is a direct obligation of the Company.

         5. A. In the event that,  on or before  June 30,  2004 (the  "Financing
Date"),  the Company  completes a private  placement of equity securities of the
Company (the "Current  Financing  Securities") for an aggregate sale price of at
least $5,000,000 (the

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<PAGE>

"Transaction"),  upon  the  closing  of  the  Transaction,  some  or  all of the
principal of, or the interest due on, the Note, or both, shall, at the option of
the Holder,  either (i) be converted into shares of Current Financing Securities
at a  conversion  price  equal to the  price  per  share at  which  the  Current
Financing  Securities  are issued (such price  subject to  adjustment  for stock
splits,  stock  dividends  and  the  like),  and on  the  additional  terms  and
conditions applicable generally to the Transaction,  or (ii) immediately be paid
in cash.

                  B. In lieu  thereof,  the  Investor  may,  at its  option  and
discretion,  at any time and from time to time,  elect to convert some or all of
the then  outstanding  principal and interest of the Note into either (a) Common
Stock  of the  Company  at a  conversion  price of $.75 per  share  (subject  to
adjustment set forth below) (the "Common Conversion Price") or (b) shares of the
Company's Series B 9% Convertible Preferred Stock, $.01 par value per share (the
"Series B Preferred  Stock"),  at a conversion price (the "Preferred  Conversion
Price" and together with the Common Conversion Price, the "Conversion  Prices ")
of $100.00 per share  (subject to adjustment  set forth below) by telecopying to
the Company an executed and completed  Notice of Conversion in the form attached
hereto as Exhibit A. Conversion  shall be deemed to have been effected at on the
date the Notice of Conversion  is telecopied  and received by the Company and at
such time the rights of the Holder  under this Note shall cease to the extent of
such conversion.

                  C. (i)  Notwithstanding  any  other  provision  hereof  to the
contrary,  the Company shall have the right to prepay,  in whole or in part, the
then  outstanding  principal  amount of the Note then held by the  Holder for an
amount (the "Redemption Amount") equal to the sum of (a) the principal due under
the Note and (b) all accrued but unpaid  interest  thereon  through the date the
Redemption  Amount is paid to the Holder (the  "Redemption  Payment Date"),  The
Company shall give at least fifteen (15) business days, but not more than twenty
(20) business days, written notice of such redemption to the Holder (the "Notice
of Redemption").

                     (ii)  With  respect  to  any  principal amount and interest
for  which a Notice of  Conversion  is  submitted  to the  Company  prior to the
Redemption Payment Date, the Notice of Conversion shall take precedence and such
principal  amount and interest  shall be converted in accordance  with the terms
hereof.  Furthermore,  in the event such Redemption  Payment is not timely made,
the Notice of Redemption  shall be null and void,  and any rights of the Company
to thereafter redeem this Note shall be subject to the deposit of the Redemption
Amount, in escrow, with an attorney designated by the Holder , within 2 business
days of delivery of any Notice or Redemption .

                  D. In case of any  reclassification  of the Series B Preferred
Stock  and/or  Common  Stock,  recapitalization,   or  like  capital  adjustment
affecting  the  Series  B  Preferred   Stock  and/or  Common  Stock  (each,   an
"Adjustment"), the Common Conversion Price and/or the Series B Conversion Price,
as applicable,  in effect at the time of the effective date for such  Adjustment
shall be proportionally adjusted so that the Holder of this Note converted after
such date shall be entitled to receive the  aggregate  number and

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<PAGE>

kind of shares which, if this Note had been converted by such Holder immediately
prior to such date,  the Holder would have owned upon such  conversion  and been
entitled to received  upon such  Adjustment  (and for such  purposes  the Holder
shall, to the extent relevant, be deemed to have converted this Note immediately
prior  to the  record  date or the  effective  date,  as the case  may,  for the
Adjustment).

                  E.  Conversion  of this Note pursuant to Section 5B hereof may
be exercised,  in whole or in part, by the Holder by telecopying an executed and
completed notice of conversion. Interest accrued or accruing from the Issue Date
to the date of conversion  shall, at the option of the Company,  be paid in cash
or shares of Common  Stock or Series B  Preferred  Stock,  as  applicable,  upon
conversion at the Common  Conversion  Price or Preferred  Conversion  Price,  as
applicable.  No fractional shares of Series B Preferred Stock or Common Stock or
scrip  representing  fractions of shares will be issued on  conversion,  but the
number of shares issuable shall be rounded to the nearest whole share.  The date
on which notice of conversion is given (the  "Conversion  Date") shall be deemed
to be the date on which the  Holder  faxes the  conversion  notice  ("Notice  of
Conversion"),  substantially  in the form  annexed  hereto  as  Exhibit  A, duly
executed,  to the Company.  Facsimile delivery of the Notice of Conversion shall
be accepted by the Company at  facsimile  number  (651)  687-0515;  ATTN:  Chief
Financial Officer.  Certificates representing Series B Preferred Stock or Common
Stock, as applicable, upon conversion will be delivered within five (5) business
days (the  "Delivery  Date") from the date the Notice of Conversion is delivered
to the Company's transfer agent or the Company.

                  F. From and after the date hereof,  the Company  shall have at
all times  authorized and reserved for issuance,  free from  preemptive  rights,
shares of Series B  Preferred  Stock and Common  Stock  sufficient  to yield the
number of such shares  issuable at  conversion as may be required to satisfy the
conversion rights based on the Conversion Prices as in effect from time to time,
pursuant to the terms and conditions of the maximum principal mount of the Notes
and accrued interest to maturity.

                  G. The Company understands that a delay in the issuance of the
shares of Common  Stock or Series B Preferred  Stock  beyond the  Delivery  Date
could result in economic  loss to the Buyer.  As  compensation  to the Buyer for
such  loss,  the  Company  agrees  to pay late  payments  to the  Buyer for late
issuance of shares of Common Stock or Series B Preferred  Stock upon  Conversion
in accordance  with the following  schedule  (where "No.  Business Days Late" is
defined as the number of  business  days  beyond  seven (7)  business  days from
Delivery Date:

                                       4
<PAGE>

                                        Late Payment For Each
                                       $10,000 Principal Amount
   No. of Business Days Late            Amount Being Converted

              1                                 $100
              2                                 $200
              3                                 $300
              4                                 $400
              5                                 $500
              6                                 $600
              7                                 $700
              8                                 $800
              9                                 $900
              10                                $1,000
              >10                               $1,000+$200 for each Business
              Day Late beyond 10 days

The Company shall pay any payments  incurred  under this Section in  immediately
available  funds upon  demand.  Furthermore,  in addition to any other  remedies
which may be  available to the Holder,  in the event that the Company  fails for
any reason to effect  delivery of such  shares of Series B  Preferred  or Common
Stock within five (5) business days after the Delivery  Date, the Holder will be
entitled to revoke the relevant  Notice of  Conversion by delivering a notice to
such effect to the Company  whereupon  the Company and the Holder  shall each be
restored to their  respective  positions  immediately  prior to delivery of such
Notice of Conversion.

                  H. The Holder  shall not have the right to convert any portion
of this Note to the extent that the issuance to the Holder of Common Shares upon
such conversion  would result in the Holder being deemed the "beneficial  owner"
of 4.99% or more of the then  outstanding  Common  Shares  within the meaning of
Rule 13d-3 of the  Securities  Exchange  Act of 1934,  as  amended.(but  without
giving effect to the unconverted portion of this Note.

         6. The Holder of the Note, by acceptance hereof,  agrees that this Note
is being acquired for  investment  and that such Holder will not offer,  sell or
otherwise dispose of this Note except under  circumstances which will not result
in a violation  of the Act or any  applicable  state Blue Sky or foreign laws or
similar laws  relating to the sale of  securities.  The exercise by Holder of or
failure to so exercise any  authority  granted  herein shall in no manner affect
Company's liability to Holder, and provided, further, that Holder shall be under
no obligation or duty to exercise any of the powers hereby  conferred  upon them
and they shall be without  liability for any act or failure to act in connection
with the collection of, or the preservation of, any rights hereunder.

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<PAGE>

         7. This Note shall be governed by and construed in accordance  with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.

         8. The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Note and same shall  continue for
                           a period of five (5) business days; or

                  b.       Any of the  representations or warranties made by the
                           Company herein, or in any certificate or financial or
                           other  written  statements  heretofore  or  hereafter
                           furnished  by the  Company  in  connection  with  the
                           execution  and delivery of the Agreement or this Note
                           shall be false or misleading in any material  respect
                           at the time made; or

                  c.       The Company shall fail to perform or observe,  in any
                           material   respect,   any   other   covenant,   term,
                           provision,  condition, agreement or obligation of the
                           Agreement  or  this  Note,  and  such  failure  shall
                           continue  uncured  for a period of ten (10)  business
                           days  after  written  notice  from the Holder of such
                           failure; or

                  d.       The Company shall fail to perform or observe,  in any
                           material  respect,  any  covenant,  term,  provision,
                           condition,  agreement  or  obligation  of the Company
                           hereunder,  and such failure shall  continue  uncured
                           for a period of thirty (30) days after written notice
                           from the Holder of such failure; or

                  e.       The Company  shall (1) admit in writing its inability
                           to pay its debts  generally as they mature;  (2) make
                           an  assignment   for  the  benefit  of  creditors  or
                           commence  proceedings  for  its  dissolution;  or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator  or receiver for its or for a  substantial
                           part of its property or business; or

                  f.       A trustee,  liquidator or receiver shall be appointed
                           for  the  Company  or for a  substantial  part of its
                           property  or  business  without its consent and shall
                           not be discharged  within ninety (90) days after such
                           appointment; or

                                       6
<PAGE>

                  g.       Any  governmental  agency or any  court of  competent
                           jurisdiction  at the  instance  of  any  governmental
                           agency shall  assume  custody or control of the whole
                           or  any  substantial  portion  of the  properties  or
                           assets of the  Company  and  shall  not be  dismissed
                           within ninety (90) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar  process  in excess of Two  Hundred  Thousand
                           ($200,000)  Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain  unpaid,  unvacated,
                           unbonded or unstayed for a period of ninety (90) days
                           or in any event  later  than five (5)  business  days
                           prior to the date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy  law or any law for the  relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted   against  the   Company,   shall  not  be
                           dismissed   within   ninety   (90)  days  after  such
                           institution  or the  Company  shall by any  action or
                           answer  approve of,  consent to, or  acquiesce in any
                           such  proceedings  or admit the material  allegations
                           of, or default in  answering a petition  filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock  suspended or
                           delisted  from an  exchange or other  trading  market
                           from trading for in excess of ten (10) trading days.

                  k.       The Company  fails to issue shares of Common Stock or
                           Series  B  Preferred  Stock,  as  applicable,  to the
                           Holder upon exercise by the Holder of the  conversion
                           rights of the Holder in accordance  with the terms of
                           this Note,  fails to  transfer  any  certificate  for
                           shares of Common  Stock or Series B Preferred  Stock,
                           as applicable,  issued to the Holder upon  conversion
                           of this Note and when required by this Note, and such
                           transfer is otherwise  lawful, or fails to remove any
                           restrictive  legend or to transfer on any certificate
                           or any shares of Common  Stock  Series B or Preferred
                           Stock  issued to the Holder upon  conversion  of this
                           Note  as  and  when  required  by  this  Note  or the
                           Agreement  and  such  legend   removal  is  otherwise
                           lawful,  and any such failure shall continue  uncured
                           for five (5) business days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the

                                       7
<PAGE>


Holder's sole discretion,  the Holder may consider this Note immediately due and
payable  within  five (5)  business  days of  written  notice  by  Holder to the
Company,  without  presentment,  demand,  protest or notice of any kinds, all of
which  are  hereby  expressly  waived,  anything  herein or in any note or other
instruments  contained  to the  contrary  notwithstanding,  and the  Holder  may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.

         9. Upon failure to make any payment of any  installment of principal or
interest when due hereunder,  Company further promises to pay,  automatically on
all  installments  of principal and interest which are not timely paid when due,
and until such payment  default is cured and on the then  outstanding  principal
balance,  additional interest in addition to the rate set forth hereinabove,  so
that  interest  will then  accrue at a rate equal to fifteen  (15%)  percent per
annum.

         10. Any interest rate provided for hereunder  which exceeds the maximum
rate provided by applicable  law shall instead be deemed to be such maximum rate
and any  interest in excess of such maximum rate paid to Holder shall be applied
to reduce the  principal  balance of this Note so that in no event shall  Holder
receive or be  entitled  to receive  interest  in excess of the  maximum  amount
permitted by applicable law.

         11.  Nothing  contained in this Note shall be  construed as  conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

         12.  The  Company  and the Holder  hereby  waive a trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against the other in respect of any matter arising out of or in connection  with
the Note.

         13. The Holder's books and records as to the amounts advanced hereunder
and the date of such advances shall be conclusive evidence thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       8
<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: November 1, 2003

                                             BIO-KEY INTERNATIONAL, INC.


                                             By: /s/ Gary Wendt
                                                 ----------------------------


                                                 Gary Wendt
                                                 ----------------------------
                                                 (Print Name)

                                                 CFO
                                                 ----------------------------
                                                 (Title)


                                       9
<PAGE>


                           [FORM OF CONVERSION NOTICE]


TO:
    ---------------------------------

    ---------------------------------

    ---------------------------------


         The undersigned  hereby instructs the Company to convert the portion of
the Note specified above into __ shares of Series B Preferred Stock/__ shares of
Common  Stock  [complete,  as  applicable]  issued  at  a  Conversion  Price  in
accordance  with the  provisions of the Note. The  undersigned  directs that the
Series  B  Preferred  Stock  or  Common  Stock,  as  applicable,   issuable  and
certificates  therefor  deliverable upon conversion,  the Note recertificated in
the principal  amount,  if any, not being  surrendered  for  conversion  hereby,
together with any check in payment for  fractional  shares of Series B Preferred
Stock or Common Stock, as applicable,  be issued in the name of and delivered to
the  undersigned   unless  a  different  name  has  been  indicated  below.  All
capitalized  terms used and not  defined  herein  have the  respective  meanings
assigned to them in the Note.

         By delivering this conversion  notice, the undersigned owner represents
and warrants  that it does not now, nor after giving  effect to this  conversion
notice will it, beneficially own in excess of 4.99% of the outstanding shares of
Common  Stock  of the  Corporation  within  the  meaning  of Rule  13d-3  of the
Securities Exchange Act of 1934, as amended.


Date ___________________________________________________________________




Signature ______________________________________________________________________
                                    [Name]

Address:
________________________________________________________________________________

________________________________________________________________________________


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