NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.

     

    
      	
              Original
      Issue Date:

            	
              December
      11, 2009

            
	
              Original
      Conversion Price (subject to adjustment herein):

            	
              $0.75

            
	
              Original
      Principal Amount:

            	
              $________

            


    

     

    5%
SECURED CONVERTIBLE DEBENTURE

    DUE
DECEMBER 10, 2011

     

    THIS 5%
SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly
issued 5% Secured Convertible Debentures of Mitek Systems, Inc., a Delaware
corporation (the "Company"), having its
principal place of business at 8911 Balboa Ave, Suite B, San Diego, California
92123, designated as its 5% Secured Convertible Debenture due December 10, 2011
(this debenture, the "Debenture" and,
collectively with the other debentures of such series, the "Debentures").

     

    FOR VALUE
RECEIVED, the Company promises to pay pursuant to the terms hereunder to
_____________________ or its registered assigns (the "Holder"), the
principal sum of $____________ on December 11, 2011 (the "Maturity Date") or
such earlier date as this Debenture is required or permitted to be repaid as
provided hereunder, and to pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture in
accordance with the provisions hereof.  This Debenture is subject to
the following additional provisions:

     

    Section
1.       
     Definitions.  For
the purposes hereof, in addition to the terms defined elsewhere in this
Debenture, the following terms shall have the following meanings:

    


    "Business Day" means
any day except any Saturday, any Sunday, any day which is a federal legal
holiday in the United States or any day on which banking institutions in the
State of California are authorized or required by law or other governmental
action to close.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    "Common Stock" means
the common stock of the Company, par value $0.001 per share, and any other class
of securities into which such securities may hereafter be reclassified or
changed.

     

    "Conversion Schedule"
means the Conversion Schedule in the form of Schedule 1 attached
hereto.

     

    "Conversion Shares"
means, collectively, the shares of Common Stock issuable upon conversion of this
Debenture in accordance with the terms hereof.

     

    "Debenture Register"
means the records of the Company regarding registration and transfers of this
Debenture.

     

    "Exchange Act" means
the Securities Exchange Act of 1934, as amended.

     

    "Original Issue Date"
means the date of the first issuance of the Debentures, regardless of any
transfers of any Debenture and regardless of the number of instruments which may
be issued to evidence such Debentures.

     

    "Person" means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    "Purchase Agreement"
means the Securities Purchase Agreement, dated as of December 10, 2009 among the
Company and the original holders of Debentures, as amended, modified or
supplemented from time to time in accordance with its terms.

     

    "Rule 144" means Rule
144 promulgated under the Securities Act, as such rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule.

     

    "Securities Act" means
the Securities Act of 1933, as amended.

     

    "Trading Day" means a
day on which the principal Trading Market is open for trading.

     

    "Trading Market" means
any of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the NYSE Amex, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Bulletin Board (or any successors to any of the
foregoing); provided, however, if on the date in question the Common Stock is
not listed or quoted for trading on any of the foregoing markets or exchanges,
"Trading Market" shall mean the New York Stock Exchange.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
2.        
    Interest.

    


    a)           Payment of Interest in Cash
or Kind. The Company shall pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture at the rate
of 5% per annum, payable on each Conversion Date (as to that principal amount
then being converted), on each Optional Redemption Date (as to that principal
amount then being redeemed) and on the Maturity Date (each such date, an “Interest Payment
Date”) (if any Interest Payment Date is not a Business Day, then the
applicable payment shall be due on the next succeeding Business Day), in cash or
duly authorized, validly issued, fully paid and non-assessable shares of Common
Stock at the Conversion Price (the dollar amount to be paid in shares of Common
Stock, the “Interest
Share Amount”) or a combination thereof.

     

    b)           Interest
Calculations. Interest shall be calculated on the basis of a 360-day
year, consisting of twelve 30 calendar day periods, and shall accrue daily
commencing on the Original Issue Date until payment in full of the principal
sum, together with all accrued and unpaid interest and other amounts which may
become due hereunder, has been made.  Payment of interest in shares of
Common Stock shall occur pursuant to Section 4(c) herein and, solely for
purposes of the payment of interest in shares, the Interest Payment Date shall
be deemed the Conversion Date.  Interest hereunder will be paid to the
Person in whose name this Debenture is registered on the Debenture
Register.  Except as otherwise provided herein, if at any time the
Company pays interest partially in cash and partially in shares of Common Stock
to the holders of the Debentures, then such payment of cash shall be distributed
ratably among the holders of the then-outstanding Debentures based on their (or
their predecessor’s) initial purchases of Debentures pursuant to the Purchase
Agreement.

     

    c)           Late
Fee.  All overdue accrued and unpaid interest to be paid
hereunder shall entail a late fee at an interest rate equal to the lesser of 12%
per annum or the maximum rate permitted by applicable law which shall accrue
daily from the date such interest is due hereunder through and including the
date of payment in full.

     

    Section
3.             Registration of Transfers
and Exchanges.

    


    a)           Different
Denominations. This Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same.  No service charge will
be payable for such registration of transfer or exchange.

    


    b)           Investment
Representations. This Debenture has been issued subject to certain
investment representations of the original Holder set forth in the Purchase
Agreement and may be transferred or exchanged only in compliance with the
Purchase Agreement and applicable federal and state securities laws and
regulations.

    


    c)           Reliance on Debenture
Register. Prior to due presentment for transfer to the Company of this
Debenture, the Company and any agent of the Company may treat the Person in
whose name this Debenture is duly registered on the Debenture Register as the
owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Debenture is overdue, and neither the
Company nor any such agent shall be affected by notice to the
contrary.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Section
4.       
     Conversion.

    


    a)           Voluntary Conversion.
Subject to the provisions of this Section 4(a), at any time after the Original
Issue Date until this Debenture is no longer outstanding, this Debenture shall
be convertible, in whole or in part, into shares of Common Stock at the option
of the Holder, at any time and from time to time.  The Holder shall
effect conversions by delivering to the Company a Notice of Conversion, the form
of which is attached hereto as Annex A (each, a
"Notice of
Conversion"), specifying therein the principal amount of this Debenture
to be converted and the date on which such conversion shall be effected, which
date shall be no earlier than the tenth (10) Business Day after such Notice of
Conversion is deemed delivered hereunder (such date, the "Conversion
Date").  If no Conversion Date is specified in a Notice of
Conversion, the Conversion Date shall be the date that is the tenth (10)
Business Day after such Notice of Conversion is deemed delivered
hereunder.  Conversions hereunder shall have the effect of lowering
the outstanding principal amount of this Debenture in an amount equal to the
applicable amount being converted.  The Holder and the Company shall
maintain records showing the principal amount(s) converted and the date of such
conversion(s).  The Company may deliver an objection to any Notice of
Conversion within three Business Days of delivery of such Notice of
Conversion.  In the event of any dispute or discrepancy, the records
of the Company shall be controlling and determinative in the absence of manifest
error. The Holder, and any
assignee by acceptance of this Debenture, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be
less than the amount stated on the face hereof.

    


    b)           Conversion
Price.  The conversion price in effect on any Conversion Date
shall be equal to $0.75,
subject to adjustment herein (the "Conversion
Price").

    


    c)           Mechanics of
Conversion.

    


    i.           Conversion Shares Issuable
Upon Conversion.  The number of Conversion Shares issuable upon
a conversion hereunder shall be determined by the quotient obtained by dividing
(x) the outstanding principal amount of this Debenture to be converted by (y)
the Conversion Price.

    


    ii.           Delivery of Certificate Upon
Conversion. Not later than five Trading Days after each Conversion Date,
the Company shall deliver, or cause to be delivered, to the Holder a certificate
or certificates representing the number of Conversion Shares being acquired upon
the conversion of this Debenture.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    iii.           Reservation of Shares
Issuable Upon Conversion. The Company covenants that it will at all times
reserve and keep available out of its authorized and unissued shares of Common
Stock for the sole purpose of issuance upon conversion of this Debenture as
herein provided, free from preemptive rights or any other actual contingent
purchase rights of Persons other than the Holder (and the other holders of the
Debentures), not less than such aggregate number of shares of the Common Stock
as shall (subject to the terms and conditions set forth in the Purchase
Agreement) be issuable (taking into account the adjustments of Section 5) upon
the conversion of the then outstanding principal amount of this
Debenture.  The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.

    


    iv.           Fractional Shares. No
fractional shares or scrip representing fractional shares shall be issued upon
the conversion of this Debenture.  As to any fraction of a share which
the Holder would otherwise be entitled to purchase upon such conversion, the
Company shall at its election, either pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the Conversion
Price or round up to the next whole share.

    


    v.           Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of this Debenture shall be made without charge to the Holder
hereof for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such certificates; provided, however, that, the
Company shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder and the Company shall not be
required to issue or deliver such certificates unless or until the Person or
Persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

    


    Section
5.      
      Certain
Adjustments.

    


    a)           Stock Dividends and Stock
Splits.  If the Company, at any time while this Debenture is
outstanding: (i) pays a stock dividend or otherwise makes a distribution or
distributions payable in shares of Common Stock on shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of
the Company, then the Conversion Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding any
treasury shares of the Company) outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event.  Any adjustment made pursuant to this
Section 5(a) shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    b)           Calculations.  All
calculations under this Section 5 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.  For purposes of this
Section 5, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the number of shares of Common Stock
(excluding any treasury shares of the Company) issued and
outstanding.

    


    c)           Notice to the Holder of
Adjustment to Conversion Price.  Whenever the Conversion Price
is adjusted pursuant to any provision of this Section 5, the Company shall
promptly deliver to the Holder a notice setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment.

    


    d)           Notice to Allow Conversion
by Holder. If the approval of any stockholders of the Company shall be
required in connection with any consolidation or merger to which the Company is
a party, any sale or transfer of all or substantially all of the assets of the
Company, of any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, then, the Company shall cause to be
delivered to the Holder at its last address as it shall appear upon the
Debenture Register, at least 15 calendar days prior to the applicable effective
date hereinafter specified, a notice stating the date on which such
consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such
consolidation, merger, sale, transfer or share exchange, provided that the
failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to convert this Debenture in accordance
with the terms of this Debenture during the 15-day period commencing on the date
of such notice through the effective date of the event triggering such
notice.

    


    Section
6.        
    Redemption and Forced
Conversion.

    


    a)           Optional Redemption at
Election of Company.  Subject to
the provisions of this Section 6(a), at any time after Original Issue Date, the Company may deliver a notice to the Holder (an
"Optional Redemption
Notice" and the date such notice is deemed delivered hereunder,
the "Optional Redemption Notice
Date")
of the Company's election to redeem all or a portion of the then outstanding principal
amount of this Debenture for cash in an amount equal to the outstanding
principal amount of this Debenture then being redeemed plus accrued and unpaid
interest on such amount (the "Optional Redemption
Amount") on the 10th Trading Day
following the Optional Redemption Notice Date (such date, the "Optional Redemption
Date",
and such redemption, the "Optional
Redemption"). The Optional Redemption Amount shall be paid in
full to the Holder on the Optional Redemption Date. The Company covenants
and agrees that it will honor all Notices of Conversion tendered from the time
of delivery of the Optional Redemption Notice through the date all amounts owing
thereon are due and paid in full.  The Company's determination to effect an
Optional Redemption shall be applied ratably to all of the holders of the then
outstanding Debentures based on their (or their predecessor's) initial purchases
of Debentures pursuant to the Purchase Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    b)           Forced
Conversion.  Notwithstanding anything herein to the contrary,
if after the Original Issue Date, either (i) the closing price of the Common
Stock as reported on the Trading Market for any 20 Trading Days in any 30
consecutive Trading Day Period, which 30 Trading Day period shall have commenced
only after the Original Issue Date (such 30 Trading Day period, the “Threshold Period”),
exceeds 200% of the then-applicable Conversion Price (subject to adjustment for
reverse and forward stock splits, stock dividends, stock combinations and other
similar transactions of the Common Stock that occur after the Original Issue
Date) or (ii) the average daily trading volume for the Common Stock on the
principal Trading Market exceeds 100,000 shares per Trading Day for any 20
Trading Days in any Period and the closing price of the Common Stock as reported
on the Trading Market for any 20 Trading Days in any Threshold Period exceeds
100% of the then-applicable Conversion Price (subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the Original Issue Date), the
Company may, within five Trading Days after the end of any such Threshold
Period, deliver a written notice to the Holder (a “Forced Conversion
Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice
Date”) to cause the Holder to convert all or part of the then outstanding
principal amount of this Debenture plus, if so specified in the Forced
Conversion Notice, accrued but unpaid interest and other amounts owing to the
Holder under this Debenture, it being agreed that the “Conversion Date” for
purposes of Section 6(b) shall be deemed to occur on the third Trading Day
following the Forced Conversion Notice Date.  Any conversion effected
pursuant to this Section 6(b) shall be applied ratably to all holders based on
their initial purchases of Debentures pursuant to the Purchase Agreement,
provided that any voluntary conversions by a Holder shall be applied against
such Holder’s pro rata allocation, thereby decreasing the aggregate amount
forcibly converted hereunder if only a portion of this Debenture is forcibly
converted.

    


    Section
7.       
     Negative Covenants.
As long as any portion of this Debenture remains outstanding, unless the holders
of at least two-thirds of the principal amount of the then outstanding
Debentures shall have otherwise given prior written consent, the Company shall
not pay cash dividends or distributions on any
equity securities of the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
8.       
     Miscellaneous.


    a)           Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holder hereunder, including, without limitation, any Notice of Conversion, shall
be in writing and delivered personally, by facsimile to the facsimile number of
the Company set forth on the signature page hereof, or sent by a nationally
recognized overnight courier service addressed to the Company at the address set
forth above, or such other facsimile number or address as the Company may
specify for such purposes by notice to the Holder delivered in accordance with
this Section 8(a).  Any and all notices or other communications or
deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service addressed to each Holder at the facsimile number or address of
the Holder appearing on the books of the Company, or if no such facsimile number
or address appears on the books of the Company, at the principal place of
business of such Holder, as set forth in the Purchase Agreement.  Any
notice or other communication or deliveries hereunder shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (Pacific time) on any
date, (ii) the next Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (Pacific time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (iv) upon actual receipt by the party to whom such notice is
required to be given.

    


    b)           Pari Passu. This
Debenture ranks pari passu
with all other Debentures now or hereafter issued under the terms set
forth herein.

    


    c)           Lost or Mutilated
Debenture.  If this Debenture shall be mutilated, lost, stolen
or destroyed, the Company shall execute and deliver, in exchange and
substitution for and upon cancellation of a mutilated Debenture, or in lieu of
or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
for the principal amount of this Debenture so mutilated, lost, stolen or
destroyed, but only upon receipt of an affidavit and indemnity agreement from
the Holder and evidence of such loss, theft or destruction of such Debenture,
and of the ownership hereof, in each case, reasonably satisfactory to the
Company.

    


    d)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflict of laws
thereof.  Each party agrees that all legal proceedings concerning the
interpretation, enforcement and defense of the transactions contemplated by any
of the Transaction Documents (whether brought against a party hereto or its
respective directors, officers, shareholders, employees or agents) shall be
commenced in the state and federal courts sitting in the City of San Diego in
the State of California (the "California
Courts").  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the California Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such California Courts, or such California Courts
are improper or inconvenient venue for such proceeding.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Debenture and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Debenture or the
transactions contemplated hereby. If any party shall commence an action or
proceeding to enforce any provisions of this Debenture, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or proceeding.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    e)           Waiver.  Any
waiver by the Company or the Holder of a breach of any provision of this
Debenture shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Debenture.  The failure of the Company or the Holder to insist upon
strict adherence to any term of this Debenture on one or more occasions shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Debenture on
any other occasion.  Any waiver by the Company or the Holder must be
in writing.

    


    f)           Severability.  If
any provision of this Debenture is invalid, illegal or unenforceable, the
balance of this Debenture shall remain in effect, and if any provision is
inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances.  If it shall be
found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum rate of interest
permitted under applicable law. The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of or interest on this Debenture as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this indenture, and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefits or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Holder, but will suffer and permit the execution of every such as
though no such law has been enacted.

    


    g)           Next Business
Day.  Whenever any payment or other obligation hereunder shall
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.

    


    h)           Headings.  The
headings contained herein are for convenience only, do not constitute a part of
this Debenture and shall not be deemed to limit or affect any of the provisions
hereof.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    i)           Amendments.  This
Debenture may be modified or amended or the provisions hereof waived with the
prior written consent of the Company and holders holding Debentures at least
equal to a majority of the aggregate principal amount then outstanding under all
Debentures.

    


    j)           Secured
Obligations.  The obligations of the Company under this
Debenture shall be secured by all of the assets of the Company in accordance
with the provisions of a security agreement among the Company and the original
holders of Debentures, as amended, modified or supplemented from time to time in
accordance with its terms.

    


    *********************

    


    (Signature
Pages Follow)

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a
duly authorized officer as of the date first above indicated.

     

    
      	 
      	
              MITEK
      SYSTEMS, INC.

            
	 
      	 
      
	 
      	
              By:

            	
                 

            
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	
              Facsimile
      No. for delivery of Notices:

            


    

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    ANNEX
A

    


    NOTICE
OF CONVERSION

     

    The undersigned hereby elects to
convert principal under the 5% Secured Convertible Debenture due December 10,
2011 of Mitek Systems, Inc., a Delaware corporation (the "Company"), into
shares of common stock (the "Common Stock"), of
the Company according to the conditions hereof, as of the date written
below.  If shares of Common Stock are to be issued in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and
opinions as reasonably requested by the Company in accordance
therewith.  No fee will be charged to the holder for any conversion,
except for such transfer taxes, if any.

     

    (Complete each line
below)

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                (1)

                              	
                                Conversion
      Date:

                              	
                                
                                     

                                

                              	 
      
	
                                (2)

                              	
                                Principal
      Amount of Debenture to be Converted:

                              	
                                
                                     

                                

                              	 
      
	
                                (3)

                              	
                                Conversion
      Price:

                              	
                                
                                     

                                

                              	
                                
                                  $

                                

                              
	
                                (4)

                              	
                                Number
      of Conversion Shares to be Issued:

                              	
                                
                                     

                                

                              	 
      
	
                                (5)

                              	
                                Principal
      Amount of Debenture After Conversion:

                              	
                                
                                     

                                

                              	 
      
	
                                (6)

                              	
                                Address
      for Delivery of Conversion Shares:

                              	
                                
                                     

                                

                              	 
      
	 
      	 
      	
                                
                                     

                                

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	 
      	 
      	 
      	
                  Holder:

                
	 
      	 
      	 
      	 
      
	 
      	
                  Signature:

                	 
      	
                     

                
	 
      	
                  Printed
      Name:

                	 
      	
                     

                
	 
      	
                  Title
      (if applicable):

                	 
      	
                     

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
1

    


    CONVERSION
SCHEDULE

    


    The 5%
Secured Convertible Debentures due on _________ __, 2011 in the aggregate
principal amount of $____________ are issued by Mitek Systems, Inc., a Delaware
corporation.  This Conversion Schedule reflects conversions made under
Section 4 of the above referenced Debenture.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Date

                                      of

                                      Conversion

                                    	
                                          

                                    	
                                      Amount

                                      of

                                      Conversion

                                    	
                                          

                                    	
                                      Aggregate Principal Amount

                                      Remaining

                                      Subsequent to Conversion

                                    	
                                          

                                    	
                                      Company Attest