Exhibit
10.84


 


NOTE
AMENDMENT AND EXTENSION AGREEMENT


 


This NOTE AMENDMENT AND EXTENSION AGREEMENT (“Agreement”)
is made effective as of November 3, 2009, between BIO-KEY INTERNATIONAL,
INC. (“Company”), and THE SHAAR
FUND, LTD. (“Holder”).


 


RECITALS:


 


A.            The Holder is the holder of the Eight Percent (8%)
Promissory Note Due November 3, 2009 issued by the Company in the
principal amount of $1,000,000 (the “Note”), the full principal amount
of which, together with accrued interest, is outstanding on the date hereof.


 


B.            At the request of the Company, the Holder has agreed
to extend the Maturity Date of the Note as hereinafter set forth.


 


C.            Capitalized terms used herein without definition
shall have the respective meanings ascribed to them in the Note.


 


NOW, THEREFORE, for and in consideration of
the premises and mutual covenants and conditions contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties covenant and agree as follows:


 


1.             Representation and Warranty.  The Company represents and warrants to the
Holder that no Payment Default or Event of Default has occurred and is
continuing under the Note.


 


2.             Amendment and Extension.  Subject to the truth and accuracy of the
foregoing representation and warranty, effective as of the date hereof, the
Note is amended as follows:


 


(a)           the first sentence of the
Note is amended to read as follows:


 


“FOR VALUE RECEIVED, BIO-KEY INTERNATIONAL,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware, U.S.A. (the “Company”), promises to pay to the order
of THE SHAAR FUND, LTD., the registered holder hereof and its successors and
assigns (the “Holder”), One Million Dollars ($1,000,000), and to pay
interest on the principal sum outstanding, at the rate of eight percent (8%)
per annum, due and payable on the date that is the earlier to occur of (a) the
fifth (5th) business day
after the occurrence of the Closing under and as defined in the Asset Purchase
Agreement dated August 13, 2009, as now or hereafter amended, restated,
supplemented or otherwise modified, between the Company and InterAct911 Mobile
Systems, Inc., or (b) January 31, 2010 (the “Maturity Date”).”


 


(b)           a new subsection (h) is
added to Section 6 (and the following subsection is re-lettered as
subsection (i)) which shall read as follows:


 


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“(h)         the
Company shall default in the payment of any other outstanding indebtedness
incurred or guaranteed by the Company beyond any period of notice and
opportunity to cure, or the payment of such indebtedness shall be accelerated
by the holder thereof; or”


 


3.             General Provisions.


 


(a)           The amendment and extension set forth herein shall
not affect any other term or provision of the Note, which Note, as amended and
extended hereby, shall continue in full force and effect and is hereby ratified
and approved by the Company.


 


(b)           This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which constitute the same instrument.


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above.


 


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  BIO-KEY INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Colatosti

  
	
   

  	
   

  	
  Name: Thomas J. Colatosti

  
	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE SHAAR FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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