<DOCUMENT>
<TYPE>EX-24.TXT
<SEQUENCE>3
<FILENAME>ex24.txt
<TEXT>
POWER OF ATTORNEY


Know by all these presents, that the undersigned
hereby constitutes and appoints each of [John Thornton
and Nancy Buske], signing singly, the undersigned's
true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the
undersigned, in the undersigned's capacity
as an officer and/or director of Mitek
Systems, Inc. (the 'Company'), Forms 3, 4
and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934, as
amended and the rules thereunder;
(2)	do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely
file such form with the United States
Securities and Exchange Commission and any
stock exchange or similar authority; and
(3)	take any other action of any type whatsoever
in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or
legally required by, the undersigned, it
being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all in intents and purposes as
the undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act
of 1934, as amended.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required
to file Forms 3, 4 and 5 with respect to the
undersigned's holdings and transactions in securities
issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 10th
day of July, 2003.


___________________________
Signature
Murali Narayanan
Print Name


1779801v1

</TEXT>
</DOCUMENT>
