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                                                                Exhibit 10.44


                              EMPLOYMENT AGREEMENT

THIS AGREEMENT (the "Agreement") dated September 15, 2004 by and between BIO-Key
International, Inc., a Minnesota corporation with its principal place of
business at 1285 Corporate Center Drive, Suite 175, Eagan, MN 55121 (the
"Company"), and Harlan Plumley, residing at 83 Ferncroft Road, Waban, MA 02468
(the "Executive").

                                   WITNESSETH:

       WHEREAS, the Company desires to secure the employment of the Executive in
accordance with the provisions of this Agreement; and

       WHEREAS, the Executive desires and is willing to be employed by the
Company in accordance herewith.

       NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:

       1. EMPLOYMENT TERM. This Agreement shall remain in force and effect for a
term commencing on the date hereof and expiring on the first anniversary hereof
(the "Initial Term"), or until the employment relationship is terminated
pursuant to Section 4 hereof. Upon the expiration of the Initial Term, this
Agreement will be renewed automatically for successive one year periods (each, a
"Renewal Term"), unless sooner terminated in accordance with the provisions of
Section 4 or unless Company gives written notice of non-renewal at least two (2)
months prior to the date on which the Executive's employment would otherwise
end.

       2. DUTIES; EXCLUSIVE SERVICES AND BEST EFFORTS.


            (a) DUTIES. Executive shall hold the position of Chief Financial
Officer and shall have such responsibilities, duties and authority consistent
with such position as may from time to time be determined by the Company's Chief
Executive Officer ("CEO") or board of directors. The Executive shall report to
the CEO.

            (b) EXCLUSIVE SERVICES AND BEST EFFORTS. The Executive agrees to
devote his best efforts, energies and skill to the faithful, competent and
diligent discharge of the duties and responsibilities attributable to his
position, and to this end, will devote his fulltime attention to the business
and affairs of the Company. The Executive also agrees that he shall not take
personal advantage of any business opportunities that arise during his
employment that may benefit the Company. All material facts regarding such
opportunities must be promptly reported to the Company's Board of Directors for
its consideration.


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       3. COMPENSATION. On and after the commencement of Executive's employment,
the Executive shall receive, for all services rendered to the Company hereunder,
the following:

            (a) BASE SALARY. The Executive shall be paid a base annual salary
equal to One Hundred Ninety Thousand Dollars ($190,000). The Executive's annual
base salary shall be payable in equal installments in accordance with the
Company's general salary payment policies but no less frequently than monthly.

            (b) INCENTIVE COMPENSATION. The Executive may be eligible to receive
awards under the Company's incentive compensation plans, including without
limitation, any stock option plans, applicable to high level executives of the
Company, in accordance with the terms thereof and on a basis commensurate with
his position, responsibilities and performance. Any such compensation shall be
determined by the Company in its sole discretion. Nothing herein shall effect
any rights or obligations of the Executive or the Company created pursuant to
any stock option plan or stock option agreement between the parties hereto.

            (c) STOCK OPTIONS. Executive shall be granted, subject to the terms
of a stock option agreement to be entered into by the Company and Executive in
substantially the form attached hereto as Exhibit A, a stock option to purchase
200,000 shares of the Company's Common Stock.

            (d) BENEFITS PLANS. The Executive shall be eligible to participate
in any and all employee welfare and health benefit plans (including, but not
limited to, life insurance, health, medical and dental plans) and other employee
benefit plans, which may be established by the Company from time to time for the
benefit of other Company employees of comparable status. The Executive shall be
required to comply with the conditions attendant to coverage by such preceding
plans and policies and shall comply with and be eligible for benefits only in
accordance with the terms and conditions of such plans as they may be amended
from time to time. Nothing in this Agreement shall be construed as requiring the
Company to establish or continue any particular benefit plan in discharge of its
obligations under this Agreement.

            (e) VACATION. The Executive shall be eligible for three (3) weeks of
paid vacation each year of his employment hereunder. The Executive shall be
permitted to carry over and accrue unused vacation time for a period of up to
two years. Except as required by applicable law, in no event shall the Executive
be entitled to receive any cash compensation in lieu of unused vacation time.

            (f) EXPENSES. Subject to and in accordance with the Company's
policies and procedures, and, upon presentation of itemized accounts, the
Executive shall be reimbursed by the Company for reasonable and necessary
business-related expenses, which expenses are incurred by the Executive on
behalf of the Company.


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            (g) DEDUCTIONS FROM SALARY AND BENEFITS. The Company will withhold
from any salary or benefits payable to the Executive all federal, state, local,
and other taxes and other amounts as required by law, rule or regulation.

       4. TERMINATION. This Agreement may be terminated by either the Executive
or the Company at any time, subject only to the provisions of this Section 4.

            (a) VOLUNTARY TERMINATION. If Executive terminates his own
employment, the Company shall be released from any and all further obligations
under this Agreement, except that the Company shall be obligated to pay
Executive his salary and benefits owing to Executive through the effective date
of termination. Executive shall also be entitled to any reimbursement owed in
accordance with Section 3(f). Executive's obligations under Sections 5, 7, 8 and
9 hereof and shall survive the termination of Executive's employment, and
Executive shall remain bound thereby.

            (b) DEATH. This Agreement shall terminate on the date of the
Executive's death, in which event salary, benefits, and reimbursable expenses
owing to the Executive through the date of the Executive's death shall be paid
to his estate.

            (c) DISABILITY. If, during the term of this Agreement, in the
opinion of the Company, the Executive, because of physical or mental illness or
incapacity or disability, shall become unable to perform, with or without
reasonable accommodation, substantially all of the duties and services required
of him under this Agreement for a period one hundred eighty (180) days during
any twelve-month period, the Company may, upon at least ten (10) days prior
written notice given at any time after the expiration of such one hundred eighty
(180) day period, notify the Executive of its intention to terminate this
Agreement as of the date set forth in the notice. In case of such termination,
the Executive shall be entitled to receive salary, benefits, and reimbursable
expenses owing to the Executive through the date of termination. The Company
shall have no further obligation or liability to the Executive. The Executive's
obligations under Sections 5, 7 8 and 9 hereof shall survive the termination of
Executive's employment, and Executive shall remain bound thereby.

            (d) TERMINATION BY EMPLOYER FOR CAUSE. This Agreement may be
terminated by the Company for "Cause" at any time. Upon such termination for
"Cause", the Company shall be released from any and all further obligations
under this Agreement, except that the Company shall be obligated to pay the
Executive his salary and benefits owing to the Executive through the effective
date of such termination. The Executive shall also be entitled to any
reimbursement owed in accordance with Section 3(f). The Executive's obligations
under Sections 5, 7, 8 and 9 hereof shall survive the termination of Executive's
employment, and Executive shall remain bound thereby.

            CAUSE. "Cause" for Termination shall mean the following conduct of
the Executive:


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                 (i) Breach of any material provision of this Employment
Agreement by the Executive if not cured within two (2) weeks after receiving
written notice thereof;

                 (ii) Misconduct as an employee of the Company, including but
not limited to, misappropriating funds or property of the Company; any attempt
to obtain any personal profit from any transaction in which the Executive has an
interest that is adverse to the Company; any breach of the duty of loyalty and
fidelity to the Company; or any other act or omission of the Executive which
substantially impairs the Company's ability to conduct its ordinary business in
its usual manner;

                 (iii) Material neglect or refusal to perform the duties
assigned to the Executive pursuant to this Employment Agreement if not cured
within two (2) weeks after receiving notice thereof;

                 (iv) Conviction of a felony or plea of guilty or nolo
contendere to a felony;

                 (v) Acts of dishonesty or moral turpitude by the Executive that
are detrimental to the Company or any other act or omission which subjects the
Company or any of its affiliates to public disrespect, scandal, or ridicule, or
that causes the Company to be in violation of governmental regulations that
subjects the Company either to sanctions by governmental authority or to civil
liability to its employees or third parties; or

                 (vi) Disclosure or use of confidential information of the
Company, other than as specifically authorized and required in the performance
of the Executive's duties.

            (e) TERMINATION BY COMPANY WITHOUT CAUSE. Upon termination of this
Agreement without Cause, the Company shall be released from any and all further
obligations under this Agreement, except that the Executive shall continue to be
paid or provided, as applicable, in the same manner as before termination, and
for a period of time equal to the greater of (i) six (6) months; and (ii) that
number of months remaining until the end of the Term, if, and only if, the
Executive signs a valid general release of all claims against the Company, its
affiliates, subsidiaries, officers, directors and agents, in a form provided by
the Company. The Company shall have no further obligation or liability to the
Executive. The Executive's obligations under Sections 5, 7, 8 and 9 hereof and
shall survive the termination of the Executive's employment, regardless of the
circumstances of any such termination, and the Executive shall remain bound
thereby.

            (f) TERMINATION BY MUTUAL AGREEMENT. This Agreement may be
terminated at any time by mutual agreement of the Executive and the Company.


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       5. NON-COMPETITION AND BUSINESS OPPORTUNITIES.

            (a) NON-COMPETITION. The Executive understands that the Company (for
the purpose of Sections 5, 7(c) 8(b) and 9, Company shall include all
subsidiaries and affiliates of the Company) is in the business of (i) developing
and licensing finger print identification technologies, and distributing
products incorporating such technologies to original equipment manufacturers,
systems integrators, application developers and end users; and (ii) developing,
licensing and/or selling software, products and services, including wireless
solutions, and providing technology support and services to the law enforcement
and public safety markets. The Executive agrees that during the period of his
employment hereunder and for a period of one (1) year thereafter, the Executive
will not directly or indirectly: (i) market, sell or perform services such as
are offered or conducted by the Company during the period of his employment, to
any customer or client of the Company or "Prospective Customer" or client of the
Company; or (ii) engage, directly or indirectly, whether as principal or as
agent, officer, director, employee, consultant, shareholder, or otherwise, alone
or in association with any other person, corporation or other entity, in any
"Competing Business". For the purpose of this Agreement, "Prospective Customer"
shall mean any person with whom the Company has engaged in any discussion or
negotiation regarding the use of the Company's products or services. For
purposes of this Section 5(a), the term "shareholder" shall exclude any interest
owned by Employer in a public company to the extent the Employer owns less than
five percent (5%) of any such company's outstanding common stock. For the
further purposes of this Agreement, the term "Competing Business" shall mean any
person, corporation or other entity (X) developing and/or licensing finger print
identification technologies or distributing products incorporating such
technologies, (Y), developing, licensing or selling software, products and
services, including wireless solutions, or providing technology support or
services to the law enforcement and public safety markets within the United
States or (Z) offering or developing products or services in competition with
products or services offered by, or being developed by the Company at the time
of the termination of Executive's employment with the Company. Due to the nature
of the markets served and the technology and products to be developed and
marketed by the Company which are intended to be available on a national basis,
the restrictions set forth in this Section 5(a) can not be limited to a specific
geographic area within the United States.

            (b) BUSINESS OPPORTUNITIES. The Executive agrees that during the
period of his employment hereunder, the Executive will not take personal
advantage of any business opportunities that are similar or substantially
similar to the business of the Company. In addition, all material facts
regarding any such business opportunities must be promptly and fully disclosed
by the Executive to the CEO as soon as the Executive becomes aware of any
opportunity, and in no event later than forty-eight (48) hours after learning of
such opportunity. Business opportunities covered by this Section 5(b) shall
include, but are not limited to, opportunities relating to the development and
licensing of finger print identification technologies or the distribution of
products incorporating such technologies to original equipment manufacturers and
end users.


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            (c) NON-SOLICITATION. The Executive agrees that during the period of
employment hereunder and for a period of one (1) year thereafter, the Executive
will not request or otherwise attempt to induce or influence, directly or
indirectly, any present customer, distributor or supplier, or Prospective
Customer, distributor or supplier, of the Company, or other persons sharing a
business relationship with the Company to cancel, to limit or postpone their
business with the Company, or otherwise take action which might be to the
material disadvantage of the Company. The Executive agrees that during the
period of employment hereunder and for a period of one (1) year thereafter,
Executive will not hire or solicit for employment, directly or indirectly, or
induce or actively attempt to influence, hire or solicit, any employee, agent,
officer, director, contractor, consultant or other business associate of the
Company to terminate his or her employment or discontinue such person's
consultant, contractor or other business association with the Company.

            (d) SCOPE. The parties hereto agree that, due to the nature of the
Company's business, the duration and scope of the non-competition and
non-solicitation provisions set forth above are reasonable. In the event that
any court determines that the duration or the geographic scope, or both, are
unreasonable and that such provisions are to that extent unenforceable, the
parties hereto agree that such provisions shall remain in full force and effect
for the greatest time period and in the greatest area that would not render it
unenforceable. The parties intend that the non-competition and non-solicitation
provisions herein shall be deemed to be a series of separate covenants, one for
each and every county of each and every state of the United States of America
and each and every political subdivision of each and every country outside the
United States of America where this provision is intended to be effective. The
Executive agrees that damages are an inadequate remedy for any breach of such
provisions and that the Company, shall, whether or not it is pursuing any
potential remedies at law, be entitled to seek in any court of competent
jurisdiction, equitable relief in the form of preliminary and permanent
injunctions without bond or other security upon any actual or threatened breach
of either of these competition provisions. If the Executive shall violate this
Section 5, the duration of this Section 5 automatically shall be extended as
against the Executive for a period equal to the period during which the
Executive shall have been in violation of this Section 5. The covenants
contained in this Section 5 are deemed to be material and the Company is
entering into this Agreement relying on such covenants.

       6. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE. The Executive, hereby
represents and warrants to the Company as follows: (i) The Executive has the
legal capacity and unrestricted right to execute and deliver this Agreement and
to perform all of his obligations hereunder; (ii) the execution and delivery of
this Agreement by the Executive and the performance of his obligations hereunder
will not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement, or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (iii) except as set
forth in Exhibit B attached hereto, the Executive is not a party to any
instrument, agreement, document, arrangement, including, but not limited to,
invention assignment agreement, confidential information agreement,
non-competition agreement, non-solicitation agreement, or other understanding
with any person (other than the Company) requiring or restricting the use or


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disclosure of any confidential information or the provision of any employment,
consulting or other services.

       7. DISCLOSURE OF INNOVATIONS; ASSIGNMENT OF OWNERSHIP OF INNOVATIONS;
PROTECTION OF CONFIDENTIAL INFORMATION. Executive hereby represents and warrants
to the Company that Executive understands that the Company is in the business of
(i) developing and licensing finger print identification technologies, and
distributing products incorporating such technologies, to original equipment
manufacturers, systems integrators, application developers and end users; and
(ii) developing, licensing and/or selling software, products and services,
including wireless solutions, and providing technology support and services to
the law enforcement and public safety markets, and that Executive may have
access to or acquire information with respect to Confidential Information (as
defined below), including software, processes and methods, development tools,
scientific, technical and/or business innovations.

            (a) DISCLOSURE OF INNOVATIONS. Executive agrees to disclose in
writing to the Company all inventions, improvements and other innovations of any
kind that Executive may make, conceive, develop or reduce to practice, alone or
jointly with others, during the term of Executive's employment with the Company,
whether or not such inventions, improvements or other innovations are related to
and grow out of Executive's work for the Company and whether or not they are
eligible for patent, copyright, trademark, trade secret or other legal
protection ("Innovations"). Examples of Innovations shall include, but are not
limited to, discoveries, research, inventions, formulas, techniques, processes,
know-how, marketing plans, new product plans, production processes, advertising,
packaging and marketing techniques and improvements to computer hardware or
software.

            (b) ASSIGNMENT OF OWNERSHIP OF INNOVATIONS. Executive agrees that
all Innovations will be the sole and exclusive property of the Company and
Executive hereby assigns all of Executive's rights, title or interest in the
Innovations and in all related patents, copyrights, trademarks, trade secrets,
rights of priority and other proprietary rights to the Company. At the Company's
request and expense, during and after the period of Executive's employment with
the Company, Executive will assist and cooperate with the Company in all
respects and will execute documents, and, subject to Executive's reasonable
availability, give testimony and take further acts requested by the Company to
obtain, maintain, perfect and enforce for the Company patent, copyright,
trademark, trade secret and other legal protection for the Innovations.
Executive hereby appoints an authorized officer of the Company as Executive's
attorney-in-fact to execute documents on his behalf for this purpose. Executive
has attached hereto as Exhibit C a list of Innovations as of the date hereof
which belong to Executive and which are not assigned to the Company hereunder
(the "Prior Innovations"), or, if no such list is attached, Executive represents
that there are no Prior Innovations.

            (c) PROTECTION OF CONFIDENTIAL INFORMATION OF THE COMPANY. Executive
understands that Executive's work as an employee of the Company creates a
relationship of trust and confidence between Executive and the Company. During
and after the period of Executive's employment with the Company, Executive will
not use or disclose or allow anyone else to use or disclose any "Confidential
Information" (as defined below) relating to the Company, its

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products, services, suppliers or customers except as may be necessary in the
performance of Executive's work for the Company or as may be specifically
authorized in advance by appropriate officers of the Company. "Confidential
Information" shall include, but not be limited to, information consisting of
research and development, patents, trademarks and copyrights and applications
thereto, technical information, computer programs, software, methodologies,
innovations, software tools, know-how, knowledge, designs, drawings,
specifications, concepts, data, reports, processes, techniques, documentation,
pricing, marketing plans, customer and prospect lists, trade secrets, financial
information, salaries, business affairs, suppliers, profits, markets, sales
strategies, forecasts, Executive information and any other information not
available to the general public, whether written or oral, which Executive knows
or has reason to know the Company would like to treat as confidential for any
purpose, such as maintaining a competitive advantage or avoiding undesirable
publicity. Executive will keep Confidential Information secret and will not
allow any unauthorized use of the same, whether or not any document containing
it is marked as confidential. These restrictions, however, will not apply to
Confidential Information that has become known to the public generally through
no fault or breach of Executive's or that the Company regularly gives to third
parties without restriction on use or disclosure.

       8. WORK MADE FOR HIRE; DISCLOSURE OF WORKS AND INVENTIONS/ASSIGNMENT OF
PATENTS.

            (a) WORK MADE FOR HIRE. Executive further recognizes and understands
that Executive's duties at the Company may include the preparation of materials,
including without limitation written or graphic materials, and that any such
materials conceived or written by Executive shall be done as "work made for
hire" as defined and used in the Copyright Act of 1976, 17 U.S.C. ss.ss. 1 ET
SEQ. In the event of publication of such materials, Executive understands that
since the work is a "work made for hire", the Company will solely retain and own
all rights in said materials, including right of copyright. In the event that
any of such works shall be deemed by a court of competent jurisdiction not to be
a "work made for hire," this Agreement shall operate as an irrevocable
assignment by Executive to the Company of all right, title and interest in and
to such works, including, without limitation, all worldwide copyright interests
therein, in perpetuity. The fact that such copyrightable works are created by
Executive outside of the Company's facilities or other than during Executive's
working hours with the Company shall not diminish the Company's right with
respect to such works which otherwise fall within this paragraph. Executive
agrees to execute and deliver to the Company such further instruments or
documents as may be requested by the Company in order to effectuate the purposes
of this paragraph.

            (b) DISCLOSURE OF WORKS AND INVENTIONS/ASSIGNMENT OF PATENTS. In
consideration of the promises set forth herein, Executive agrees to disclose
promptly to the Company, or to such person whom the Company may expressly
designate for this specific purpose (its "Designee"), any and all works,
inventions, discoveries and improvements authored, conceived or made by
Executive during the period of employment and related to the business or
activities of the Company, and Executive hereby assigns and agrees to assign all
of Executive's interest in the foregoing to the Company or to its Designee.
Executive agrees that, whenever he is requested to do so by the Company,
Executive shall execute any and all applications,


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assignments or other instruments which the Company shall deem necessary to apply
for and obtain Letters Patent or Copyrights of the United States or any foreign
country or to otherwise protect the Company's interest therein. Such obligations
shall continue beyond the termination or nonrenewal of Executive's employment or
service with respect to any works, inventions, discoveries and/or improvements
that are authored, conceived of, or made by Executive during the period of
Executive's employment or service, and shall be binding upon Executive's
successors, assigns, executors, heirs, administrators or other legal
representatives.

       9. COMPANY PROPERTY. All records, files, lists, including computer
generated lists, drawings, documents, software, documents, equipment, models,
binaries, object modules, libraries, source code and similar items relating to
the Company's business that the Executive shall prepare or receive from the
Company and all Confidential Information shall remain the Company's sole and
exclusive property ("Company Business Property"). Upon termination of this
Agreement, the Executive shall promptly return to the Company all property of
the Company in his possession, including Company Business Property. The
Executive further represents that he will not copy or cause to be copied, print
out, or cause to be printed out any Company Business Property other than as
specifically authorized and required in the performance of the Executive's
duties. The Executive additionally represents that, upon termination of his
employment with the Company, he will not retain in his possession any such
Company Business Property.

       10. COOPERATION. The Executive and Company agree that during the term of
Executive's employment they shall, at the request of the other Party, render all
assistance and perform all lawful acts that each Party considers necessary or
advisable in connection with any litigation involving either Party or any
director, officer, employee, shareholder, agent, representative, consultant,
client, or vendor of the Company.

       11. EMPLOYMENT DISPUTE SETTLEMENT PROCEDURE/WAIVER OF RIGHTS.


            (a) The Executive and the Company each agree that, in the event
either party (or its representatives, successors or assigns) brings an action in
a court of competent jurisdiction relating to the Executive's recruitment,
employment with, or termination of employment from the Company, each party in
such action agrees to waive his, her or its right to a trial by jury, and
further agrees that no demand, request or motion will be made for trial by jury.

            (b) The parties hereto further agree that, in the event that either
seeks relief in a court of competent jurisdiction for a dispute covered by this
Agreement, any other Agreement between the Executive and the Company or which
relates to the Executive's recruitment, employment with, or termination of
employment from the Company, the defendant or third-party defendant in such
action may, at any time within sixty (60) days of the service of the complaint,
third-party complaint or cross-claim upon such party, at his, her or its option,
require all or part of the dispute to be arbitrated by one arbitrator in
accordance with the rules of the American Arbitration Association. The parties
agree that the option to arbitrate any dispute is governed by the Federal
Arbitration Act. The parties understand and agree that, if the other party
exercises


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his, her or its option, any dispute arbitrated will be heard solely by the
arbitrator, and not by a court. Judgment upon the award rendered, however, may
be entered in any court of competent jurisdiction. The cost of such arbitration
shall be borne equally by the parties.

            (c) This dispute resolution agreement will cover all matters
directly or indirectly related to the Executive's recruitment, employment or
termination of employment by the Company; including, but not limited to, claims
involving laws against discrimination whether brought under federal and/or state
law and/or local law, and/or claims involving co-employees but excluding
Worker's Compensation Claims. Nothing contained in this Section 11 shall limit
the right of the Company to enforce by court injunction or other equitable
relief the Executive's obligations under Sections 5, 7, 8 and 9 hereof.

                 The right to a trial, and to a trial by jury, is of value.

            THE EXECUTIVE MAY WISH TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS
            AGREEMENT. IF SO, THE EXECUTIVE SHOULD TAKE A COPY OF THIS AGREEMENT
            WITH HIM. HOWEVER, THE EXECUTIVE WILL NOT BE OFFERED EMPLOYMENT
            UNTIL THIS AGREEMENT IS SIGNED AND RETURNED TO EMPLOYER.

       12. CHOICE OF LAW AND JURISDICTION. This Agreement shall be construed,
interpreted and the rights of the parties determined in accordance with the laws
of the State of Massachusetts. Each of the parties hereto hereby irrevocably
consents and submits to the exclusive jurisdiction of the state courts of the
State of Massachusetts, and of the United States District Court for the District
of Massachusetts in connection with any suit, action, or other proceeding
concerning this Agreement or enforcement of Sections 5, 7, 8 and 9 hereof. The
Executive waives and agrees not to assert any defense that the court lacks
jurisdiction, venue is improper, inconvenient forum or otherwise. The Executive
waives the right to a jury trial and agrees to accept service of process by
certified mail at the Executive's last known address.

       13. SUCCESSORS AND ASSIGNS. Neither this Agreement, nor any of the
Executive's rights, powers, duties or obligations hereunder, may be assigned by
the Executive. This Agreement shall be binding upon and inure to the benefit of
the Executive and his heirs and legal representatives and the Company and its
successors. Successors of the Company shall include, without limitation, any
company or companies, individuals, groups, associations, partnerships, firm,
venture or other entity or party acquiring, directly or indirectly, all or
substantially all of the assets of the Company, whether by merger,
consolidation, purchase, lease or otherwise. Any such successor referred to in
this paragraph shall thereafter be deemed "the Company" for the purpose hereof.
All covenants and restrictions upon the Executive hereunder, including, but not
limited to Sections 5, 7, 8 and 9 hereof, are specifically assignable by the
Company.

       14. WAIVER. Any waiver or consent from the Company with respect to any
term or provision of this Agreement or any other aspect of the Executive's
conduct or employment shall be effective only in the specific instance and for
the specific purpose for which given and shall


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not be deemed, regardless of frequency given, to be a further or continuing
waiver or consent. The failure or delay of the Company at any time or times to
require performance of, or to exercise any of its powers, rights or remedies
with respect to any term or provision of this Agreement or any other aspect of
the Executive's conduct or employment in no manner (except as otherwise
expressly provided herein) shall affect the Company's right at a later time to
enforce any such term or provision.

       15. NOTICES. All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first class,
registered mail, return receipt requested, postage and registry fees prepaid, to
the applicable party and addressed as follows:

                  (a)      If to the Company:

                           Bio-key International, Inc.
                           1285 Corporate Center Drive, Suite 175
                           Eagan, MN 55121
                           Attn:  Board of Directors

                           With a copy to:

                           Duane Morris LLP
                           Colwick Building
                           51 Haddonfield Road
                           Suite 340
                           Cherry Hill, NJ 08002
                           Attn:  Vincent A. Vietti, Esquire

                  (b)      If to the Executive:

                           Harlan Plumley
                           83 Ferncroft Road
                           Waban, MA 02468

       16. CONSTRUCTION OF AGREEMENT.

            (a) SEVERABILITY. In the event that any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

            (b) HEADINGS. The descriptive headings of the several paragraphs of
this Agreement are inserted for convenience of reference only and shall not
constitute a part of this Agreement.

       17. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement, including all
Exhibits which shall form parts hereof, contains the entire agreement of the
parties concerning the


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Executive's employment and all promises, representations, understandings,
arrangements and prior agreements on such subject are merged herein and
superseded hereby. The provisions of this Agreement may not be amended,
modified, repealed, waived, extended or discharged except by an agreement in
writing signed by the party against whom enforcement of any amendment,
modification, repeal, waiver, extension or discharge is sought. No person acting
other than pursuant to a resolution of the Board of Directors shall have
authority on behalf of the Company to agree to amend, modify, repeal, waive,
extend or discharge any provision of this Agreement or anything in reference
thereto or to exercise any of the Company's rights to terminate or to fail to
extend this Agreement.

       18. SURVIVAL. The Executive's obligations under Paragraphs 5, 7, 8 and 9
shall survive and continue pursuant to the terms and conditions of this
Agreement following specific termination.

       19. UNDERSTANDING. The Executive represents and agrees that he fully
understands his rights to discuss all aspects of this Agreement with his private
attorney, that to the extent he desires, he availed himself of this right, that
he has carefully read and fully understands all of the provisions of this
Agreement, that he is competent to execute this Agreement, that his decision to
execute this Agreement has not been obtained by any duress and that he freely
and voluntarily enters into this Agreement, and that he has read this document
in its entirety and fully understands the meaning, intent, and consequences of
this Agreement.

       20. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

       21. INJUNCTIVE RELIEF. The Executive hereby agrees and acknowledges that
in the event of a breach or threatened breach of this Agreement by the
Executive, the Company may suffer irreparable harm and monetary damages alone
would not adequately compensate the Company. Accordingly, the Company will
therefore be entitled to injunctive relief to enforce this Agreement.



                                      -12-
<Page>



       IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and attested by its duly authorized officers, and the Executive has set his
hand, all as of the day and year first above written.

                                         BIO-KEY INTERNATIONAL, INC.



                                         By: /s/ Michael W. DePasquale
                                             -----------------------------------
                                             Name:  Michael W. DePasquale
                                                    -----------------------
                                             Title: Chief Executive Officer
                                                    -----------------------

                                         EXECUTIVE



                                         /s/ Harlan Plumley
                                         ---------------------------------------
                                         Harlan Plumley





                                      -13-
<Page>


                                    EXHIBIT A

                                 FORM OF OPTION





<Page>


                                    EXHIBIT B

         LIST OF PRIOR CONFIDENTIALITY AND/OR NONCOMPETITION AGREEMENTS

   COMPANY;                    DATE OF EMPLOYMENT;
COMPANY ADDRESS           EFFECTIVE DATES OF AGREEMENT         BRIEF DESCRIPTION












Date:                , 2004
     ----------------                    ---------------------------------------
                                         Executive's Signature



<Page>


                                    EXHIBIT C

                                PRIOR INNOVATIONS











Date:                , 2004
     ----------------                    ---------------------------------------
                                         Executive's Signature