**Exhibit10.84**

 

**NOTEAMENDMENT 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 SHAARFUND, 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 theprincipal amount of $1,000,000 (the “Note”), the full principal amountof which, together with accrued interest, is outstanding on the date hereof.

 

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

 

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

 

NOW, THEREFORE, for and in consideration ofthe premises and mutual covenants and conditions contained herein and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties covenant and agree as follows:

 

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

 

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

 

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

 

“FOR VALUE RECEIVED, BIO-KEY INTERNATIONAL,INC., a corporation duly organized and validly existing under the laws of theState of Delaware, U.S.A. (the “Company”), promises to pay to the orderof THE SHAAR FUND, LTD., the registered holder hereof and its successors andassigns (the “Holder”), One Million Dollars ($1,000,000), and to payinterest 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) thefifth (5th) business dayafter the occurrence of the Closing under and as defined in the Asset PurchaseAgreement dated August 13, 2009, as now or hereafter amended, restated,supplemented or otherwise modified, between the Company and InterAct911 MobileSystems, Inc., or (b) January 31, 2010 (the “Maturity Date”).”

 

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

 

1

----

 

“(h)         theCompany shall default in the payment of any other outstanding indebtednessincurred or guaranteed by the Company beyond any period of notice andopportunity to cure, or the payment of such indebtedness shall be acceleratedby the holder thereof; or”

 

3.             General Provisions.

 

(a)           The amendment and extension set forth herein shallnot affect any other term or provision of the Note, which Note, as amended andextended hereby, shall continue in full force and effect and is hereby ratifiedand approved by the Company.

 

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

 

[No further text on this page]

 

2

----

 

IN WITNESS WHEREOF, the parties have executedthis 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: |

 

3

----