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                                                                Exhibit 10.46


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT (the "Agreement") dated _____________, 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 Kenneth Souza, residing at 18 Harris Farm Road, Bolton, MA 01740
(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 Effective 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 Senior Vice President
Product Strategy and Chief Technology 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 Two Hundred Thousand Dollars ($200,000). 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) PERFORMANCE BONUS. In addition to Base Salary, an annual
"Performance Bonus" in the amount of up to $76,000 shall be paid to Executive
upon achievement of certain performance criteria determined as follows: (i)
fifty percent (50%) of the Performance Bonus shall be based on the Company
achieving certain "Financial Performance Targets" during each fiscal quarter
completed during the Term commencing with the quarter ending December 31, 2004;
and (ii) fifty percent (50%) of the Performance Bonus shall be based on the
Executive achieving certain MBO's during each fiscal quarter completed during
the Term commencing with the quarter ending December 31, 2004. The Financial
Performance Targets and MBO's shall be determined by the Company in advance of
each such fiscal quarter. The Performance Bonus, if any, shall be paid in
quarterly installments forty-five (45) days after the end of the fiscal quarter
to which the Performance Bonus relates in the amount of up to $19,000 per fiscal
quarter.

        (c) INCENTIVE COMPENSATION. Upon the completion of one (1) year of
employment with the Company, the Executive shall be eligible to receive a stock
option to purchase up to 300,000 shares of the Company's Common Stock based on
the Executive's performance as determined by the Company in its sole discretion.
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 and responsibilities. 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.

        (d) 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
300,000 shares of the Company's Common Stock.

        (e) 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


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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.

        (f) 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.

        (g) 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.

        (h) 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(g). 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


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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(g). 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:

            (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; and

            (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


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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.

     5. NON-COMPETITION AND BUSINESS OPPORTUNITIES.

        (a) NON-COMPETITION. The Executive understands that the Company (for
this purpose, 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.


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        (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.

        (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.


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     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
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


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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 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


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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, 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.


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        (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 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,


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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 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:

                       Kenneth Souza
                       18 Harris Farm Road
                       Bolton, MA 01740


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     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 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:
                                      ----------------------------------------
                                       Name: MICHAEL W. DEPASQUALE
                                       Title: CHIEF EXECUTIVE OFFICER

                                  EXECUTIVE


                                  --------------------------------------------
                                  Kenneth Souza


















                                      -13-


<Page>






                                    EXHIBIT A

                                 FORM OF OPTION





<Page>






                                    EXHIBIT B

         LIST OF PRIOR CONFIDENTIALITY AND/OR NONCOMPETITION AGREEMENTS


<Table>
<Caption>
       COMPANY;                 DATE OF EMPLOYMENT;
   COMPANY ADDRESS         EFFECTIVE DATES OF AGREEMENT        BRIEF DESCRIPTION
<S>                        <C>                                 <C>










</Table>


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





<Page>





                                    EXHIBIT C

                                PRIOR INNOVATIONS











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