<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>v011091_ex10-4.txt
<TEXT>

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered into as of June 11, 2004, by and between Mitek Systems, Inc., a Delaware
corporation  (the  "Company"),  and Laurus Master Fund,  Ltd., a Cayman  Islands
company (the "Purchaser").

         This Agreement is made pursuant to the Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser and the Company (the
"Securities  Purchase  Agreement"),  and  pursuant to the Note and the  Warrants
referred to therein.

         The Company and the Purchaser hereby agree as follows:

         12.  Definitions.  Capitalized  terms  used and not  otherwise  defined
herein  that are defined in the  Securities  Purchase  Agreement  shall have the
meanings given such terms in the Securities Purchase Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "Common  Stock" means shares of the Company's  common stock,  par value
$0.001 per share.

         "Effectiveness Date" means the 90th day following the date hereof.

         "Effectiveness  Period"  shall  have the  meaning  set forth in Section
2(a).

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and any successor statute.

         "Filing  Date"  means,  with  respect  to  the  Registration  Statement
required to be filed hereunder,  a date no later than thirty (30) days following
the date  hereof and with  respect  to shares of Common  Stock  issuable  to the
Holder as a result of adjustments to the Fixed Conversion Price made pursuant to
Section 3.4 of the Secured  Convertible Term Note or Section 4 of the Warrant or
otherwise,  thirty (30) days after the occurrence  such event or the date of the
adjustment of the Fixed Conversion Price.

         "Holder" or "Holders"  means the Purchaser or any of its  affiliates or
transferees to the extent any of them hold Registrable Securities.

         "Indemnified Party" shall have the meaning set forth in Section 5(c).

         "Indemnifying Party" shall have the meaning set forth in Section 5(c).

         "Note" has the meaning set forth in the Securities Purchase Agreement.

<PAGE>

         "Proceeding" means an action, claim, suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Prospectus"   means  the  prospectus   included  in  the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

         "Registrable  Securities"  means the shares of Common Stock issued upon
the conversion of the Note and issuable upon exercise of the Warrants.

         "Registration  Statement" means each registration statement required to
be filed hereunder, including the Prospectus, amendments and supplements to such
registration   statement  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

         "Rule 144" means Rule 144 promulgated by the Commission pursuant to 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.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to 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.

         "Rule 424" means Rule 424 promulgated by the Commission pursuant to 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,  and any
successor statute.

         "Securities Purchase Agreement" means the agreement between the parties
hereto  calling  for,  among  other  things,  the  issuance  by the Company of a
$3,000,000 convertible Note plus Warrants.

         "Trading  Market" means any of the NASD OTC Bulletin  Board  ("OTCBB"),
NASDAQ SmallCap Market,  the Nasdaq National Market, the American Stock Exchange
or the New York Stock Exchange.

         "Warrants" means the Common Stock purchase  warrants issued pursuant to
the Securities Purchase Agreement.

         13. Registration.


                                        8
<PAGE>

                  13.1 On or prior to the Filing Date the Company  shall prepare
and file with the Commission a Registration  Statement  covering the Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The Registration  Statement shall be on Form SB-2 (except if the Company is
not then  eligible to register  for resale the  Registrable  Securities  on Form
SB-2, in which case such  registration  shall be on another  appropriate form in
accordance  herewith).  The Company  shall cause the  Registration  Statement to
become effective and remain effective as provided herein.  The Company shall use
its  reasonable  commercial  efforts to cause the  Registration  Statement to be
declared  effective  under the  Securities Act as promptly as possible after the
filing  thereof,  but in any event no later  than the  Effectiveness  Date.  The
Company shall use its  reasonable  commercial  efforts to keep the  Registration
Statement  continuously  effective under the Securities Act until the date which
is the earlier  date of when (i) all  Registrable  Securities  have been sold or
(ii) all Registrable  Securities may be sold  immediately  without  registration
under the  Securities  Act and  without  volume  restrictions  pursuant  to Rule
144(k),  as  determined  by the  counsel to the  Company  pursuant  to a written
opinion  letter  to such  effect,  addressed  and  acceptable  to the  Company's
transfer agent and the affected Holders (the "Effectiveness Period").

                  13.2 If:  (i) the  Registration  Statement  is not filed on or
prior to the  Filing  Date;  (ii) the  Registration  Statement  is not  declared
effective  by  the  Commission  by  the  Effectiveness  Date;  (iii)  after  the
Registration  Statement is filed with and declared  effective by the Commission,
the  Registration  Statement ceases to be effective (by suspension or otherwise)
as to all  Registrable  Securities to which it is required to relate at any time
prior to the expiration of the  Effectiveness  Period  (without being  succeeded
immediately  by  an  additional   registration   statement  filed  and  declared
effective)  for a period of time which shall exceed 30 days in the aggregate per
year or more than 20 consecutive  calendar days (defined as a period of 365 days
commencing on the date the  Registration  Statement is declared  effective);  or
(iv) the Common Stock is not listed or quoted,  or is suspended  from trading on
any Trading Market for a period of three (3) consecutive  Trading Days (provided
the Company shall not have been able to cure such trading  suspension  within 30
days of the notice thereof or list the Common Stock on another Trading  Market);
(any such failure or breach being referred to as an "Event," and for purposes of
clause (i) or (ii) the date on which  such  Event  occurs,  or for  purposes  of
clause  (iii) the date  which such 30 day or 20  consecutive  day period (as the
case may be) is exceeded,  or for purposes of clause (iv) the date on which such
three (3) Trading Day period is exceeded,  being  referred to as "Event  Date"),
then until the applicable  Event is cured,  the Company shall pay to each Holder
an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% for
each thirty (30) day period  (prorated for partial  periods) on a daily basis of
the original  principal  amount of the Note.  While such Event  continues,  such
liquidated  damages shall be paid not less often than each thirty (30) days. Any
unpaid  liquidated  damages  as of the date when an Event has been  cured by the
Company  shall be paid within  three (3) days  following  the date on which such
Event has been cured by the Company.

                  13.3 Within three business days of the Effectiveness Date, the
Company shall cause its counsel to issue a blanket opinion  substantially in the
form  attached  hereto  as  Exhibit  A  subject  to  customary  assumptions  and
exclusions,  to the  transfer  agent  stating  that the shares are subject to an
effective  registration statement and can be reissued free of restrictive legend
upon notice of a sale by Laurus and  confirmation by Laurus that it has complied
with the  prospectus  delivery  requirements,  provided that the Company has not
advised  the  transfer  agent  orally or in writing  that the  opinion  has been


                                       9
<PAGE>

withdrawn.  Copies of the blanket opinion required by this Section 2(c) shall be
delivered to Laurus within the time frame set forth above.

         14. Registration Procedures. If and whenever the Company is required by
the provisions  hereof to effect the registration of any Registrable  Securities
under the Securities Act, the Company will, as expeditiously as possible:

                  14.1  prepare and file with the  Commission  the  Registration
Statement with respect to such  Registrable  Securities,  respond as promptly as
possible to any comments received from the Commission,  and use its best efforts
to cause the  Registration  Statement  to become  and remain  effective  for the
Effectiveness Period with respect thereto, and promptly provide to the Purchaser
copies of all filings and Commission letters of comment relating thereto;

                  14.2 prepare and file with the Commission  such amendments and
supplements to the Registration  Statement and the Prospectus used in connection
therewith as may be necessary to comply with the  provisions  of the  Securities
Act with respect to the disposition of all Registrable Securities covered by the
Registration  Statement and to keep such Registration  Statement effective until
the expiration of the Effectiveness Period;

                  14.3  furnish to the  Purchaser  such  number of copies of the
Registration  Statement and the  Prospectus  included  therein  (including  each
preliminary  Prospectus)  as the Purchaser  reasonably may request to facilitate
the public sale or  disposition  of the  Registrable  Securities  covered by the
Registration Statement;

                  14.4 use its  commercially  reasonable  efforts to register or
qualify  the  Purchaser's  Registrable  Securities  covered by the  Registration
Statement under the securities or "blue sky" laws of such  jurisdictions  within
the United States as the Purchaser may reasonably  request,  provided,  however,
that the Company shall not for any such purpose be required to qualify generally
to transact  business as a foreign  corporation in any jurisdiction  where it is
not so  qualified  or to  consent  to  general  service  of  process in any such
jurisdiction;

                  14.5  list  the   Registrable   Securities   covered   by  the
Registration Statement with any securities exchange on which the Common Stock of
the Company is then listed;

                  14.6  immediately  notify  the  Purchaser  at any time  when a
Prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any event of which the Company  has  knowledge  as a
result of which the Prospectus contained in such Registration Statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and

                  14.7 make  available  for  inspection by the Purchaser and any
attorney,  accountant  or other agent  retained by the  Purchaser,  all publicly
available,  non-confidential  financial and other records,  pertinent  corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors  and  employees  to supply all  publicly  available,  non-confidential
information  reasonably  requested by the  attorney,  accountant or agent of the
Purchaser.


                                       10
<PAGE>

         15.  Registration  Expenses.  All  expenses  relating to the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer agents and registrars,  are called "Registration Expenses". All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration  Expenses, are called "Selling Expenses." The Company shall only be
responsible for all Registration Expenses.

         16. Indemnification.

                  16.1  In  the  event  of a  registration  of  any  Registrable
Securities under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless the Purchaser, and its officers,  directors and each
other  person,  if any,  who controls  the  Purchaser  within the meaning of the
Securities Act,  against any losses,  claims,  damages or liabilities,  joint or
several,  to which the  Purchaser,  or such persons may become subject under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
any  Registration   Statement  under  which  such  Registrable  Securities  were
registered under the Securities Act pursuant to this Agreement,  any preliminary
Prospectus or final Prospectus contained therein, or any amendment or supplement
thereof,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  and will reimburse the Purchaser,  and
each such person for any reasonable legal or other expenses  incurred by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action;  provided,  however, that the Company will not be liable in
any such  case if and to the  extent  that  any  such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished  by or on  behalf  of the  Purchaser  or any such  person  in  writing
specifically for use in any such document.

                  16.2  In  the  event  of a  registration  of  the  Registrable
Securities  under the Securities Act pursuant to this  Agreement,  the Purchaser
will  indemnify and hold harmless the Company,  and its officers,  directors and
each other  person,  if any, who controls the Company  within the meaning of the
Securities Act,  against all losses,  claims,  damages or liabilities,  joint or
several,  to which the  Company or such  persons  may become  subject  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged  untrue  statement  of any material  fact which was
furnished in writing by the  Purchaser to the Company  expressly for use in (and
such  information is contained in) the  Registration  Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement,  any preliminary Prospectus or final Prospectus contained therein, or
any  amendment  or  supplement  thereof,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
will  reimburse  the Company and each such  person for any  reasonable  legal or


                                       11
<PAGE>

other expenses  incurred by them in connection with  investigating  or defending
any such loss, claim, damage, liability or action,  provided,  however, that the
Purchaser  will be liable in any such  case if and only to the  extent  that any
such loss,  claim,  damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information  furnished in writing to the Company by or on behalf
of the Purchaser specifically for use in any such document.  Notwithstanding the
provisions of this  paragraph,  the Purchaser shall not be required to indemnify
any  person or entity in excess  of the  amount of the  aggregate  net  proceeds
received by the  Purchaser in respect of  Registrable  Securities  in connection
with any such registration under the Securities Act.

                  16.3  Promptly  after  receipt  by a party  entitled  to claim
indemnification hereunder (an "Indemnified Party") of notice of the commencement
of any action,  such Indemnified Party shall, if a claim for  indemnification in
respect thereof is to be made against a party hereto obligated to indemnify such
Indemnified Party (an "Indemnifying  Party"),  notify the Indemnifying  Party in
writing thereof,  but the omission so to notify the Indemnifying Party shall not
relieve it from any liability which it may have to such Indemnified  Party other
than under this Section 5(c) and shall only relieve it from any liability  which
it may have to such  Indemnified  Party  under this  Section  5(c) if and to the
extent the Indemnifying  Party is prejudiced by such omission.  In case any such
action shall be brought  against any  Indemnified  Party and it shall notify the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  Indemnified
Party,  and, after notice from the Indemnifying  Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified  Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the  Indemnified  Party shall pay all fees,  costs and expenses of such counsel,
provided,  however,  that, if the defendants in any such action include both the
indemnified  party and the  Indemnifying  Party and the Indemnified  Party shall
have reasonably  concluded that there may be reasonable defenses available to it
which are different  from or additional to those  available to the  Indemnifying
Party or if the interests of the Indemnified  Party  reasonably may be deemed to
conflict with the interests of the  Indemnifying  Party,  the Indemnified  Party
shall have the right to select one  separate  counsel  and to assume  such legal
defenses and otherwise to  participate  in the defense of such action,  with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.

                  16.4 In order to provide for just and  equitable  contribution
in the event of joint  liability  under the  Securities Act in any case in which
either (i) the Purchaser, or any officer,  director or controlling person of the
Purchaser,  makes a claim for indemnification  pursuant to this Section 5 but it
is judicially  determined (by the entry of a final judgment or decree by a court
of competent  jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such  indemnification may not be enforced in such
case  notwithstanding  the fact that this Section 5 provides for indemnification
in such case, or (ii)  contribution  under the Securities Act may be required on
the part of the Purchaser or such officer, director or controlling person of the
Purchaser in  circumstances  for which  indemnification  is provided  under this
Section 5; then,  and in each such case,  the  Company  and the  Purchaser  will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution  from others) in such proportion so that the
Purchaser is responsible only for the portion represented by the percentage that


                                       12
<PAGE>

the  public  offering  price  of its  securities  offered  by  the  Registration
Statement bears to the public  offering price of all securities  offered by such
Registration  Statement,  provided,  however,  that,  in any such case,  (A) the
Purchaser  will not be required to contribute any amount in excess of the public
offering  price  of  all  such  securities   offered  by  it  pursuant  to  such
Registration  Statement;  and (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  10(f) of the Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent misrepresentation.

         17. Representations and Warranties.

                  17.1 The Common Stock of the Company is registered pursuant to
Section  12(b) or 12(g) of the Exchange Act and,  except with respect to certain
matters which the Company has disclosed to the Purchaser on Schedule 4.21 to the
Securities  Purchase   Agreement,   the  Company  has  timely  filed  all  proxy
statements,  reports,  schedules, forms, statements and other documents required
to be filed by it under the Exchange Act with such timely  filing  including the
filing within the extension  period  obtained  through  filing Form 12b-25.  The
Company  has filed (i) its Annual  Report on Form 10-K for its fiscal year ended
September  30,  2003 and (ii) its  Quarterly  Report on Form 10-Q for the fiscal
quarters  ended  December  31, 2003 and March 31, 2004  (collectively,  the "SEC
Reports").  Each SEC  Report  was,  at the time of its  filing,  in  substantial
compliance  with the  requirements  of its  respective  form and none of the SEC
Reports,  nor the financial  statements (and the notes thereto)  included in the
SEC Reports, as of their respective filing dates, contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of the Company  included in the SEC Reports  comply as to form in all
material  respects with  applicable  accounting  requirements  and the published
rules  and  regulations  of  the  Commission  or  other   applicable  rules  and
regulations with respect thereto.  Such financial  statements have been prepared
in accordance with generally accepted accounting  principles ("GAAP") applied on
a consistent  basis during the periods  involved (except (i) as may be otherwise
indicated in such financial  statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed)  and fairly  present in all material  respects the  financial
condition,  the results of operations  and the cash flows of the Company and its
subsidiaries,  on a consolidated basis, as of, and for, the periods presented in
each such SEC Report.

                  17.2 The Common Stock is traded on the OTCBB and satisfies all
requirements for the continuation of such trading . The Company has not received
any  notice  that its  Common  Stock  will be  ineligible  to trade on the OTCBB
(except for prior  notices  which have been fully  remedied)  or that the Common
Stock does not meet all requirements for the continuation of such trading .

                  17.3 Neither the Company,  nor any of its affiliates,  nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales of any  security  or  solicited  any offers to buy any  security  under
circumstances  that would cause the offering of the  Securities  pursuant to the
Securities  Purchase  Agreement  to be  integrated  with prior  offerings by the
Company for purposes of the  Securities Act which would prevent the Company from
selling the Common Stock pursuant to Rule 506 under the  Securities  Act, or any
applicable  exchange-related  stockholder  approval  provisions,  nor  will  the


                                       13
<PAGE>

Company or any of its affiliates or  subsidiaries  take any action or steps that
would  cause  the  offering  of  the  Securities  to be  integrated  with  other
offerings.

                  17.4 The  Warrants,  the Note and the  shares of Common  Stock
which the  Purchaser  may acquire  pursuant to the Warrants and the Note are all
restricted securities under the Securities Act as of the date of this Agreement.
The Company will not issue any stop transfer  order or other order  impeding the
sale and  delivery of any of the  Registrable  Securities  except as required by
applicable federal or state securities laws.

                  17.5 The  Company  understands  the nature of the  Registrable
Securities  issuable  upon the  conversion  of the Note and the  exercise of the
Warrant and recognizes that the issuance of such Registrable Securities may have
a potential  dilutive effect.  The Company  specifically  acknowledges  that its
obligation to issue the  Registrable  Securities is binding upon the Company and
enforceable  regardless  of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.

                  17.6  Except for  agreements  made in the  ordinary  course of
business,  there is no agreement  that has not been filed with the Commission as
an exhibit to a registration  statement or to a form required to be filed by the
Company under the Exchange Act, the breach of which could reasonably be expected
to have a material and adverse  effect on the Company and its  subsidiaries,  or
would  prohibit or otherwise  interfere with the ability of the Company to enter
into and perform any of its  obligations  under this  Agreement  in any material
respect.

                  17.7  The  Company  will  at all  times  have  authorized  and
reserved a sufficient  number of shares of Common Stock for the full  conversion
of the Note and exercise of the Warrants.

         18. Miscellaneous.

                  18.1 Remedies. In the event of a breach by the Company or by a
Holder, of any of their respective obligations under this Agreement, each Holder
or the  Company,  as the case may be, in addition to being  entitled to exercise
all rights  granted  by law and under  this  Agreement,  including  recovery  of
damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement.

                  18.2  No  Piggyback  on  Registrations.  Except  as and to the
extent  specified in Schedule  7(b)  hereto,  neither the Company nor any of its
security  holders (other than the Holders in such capacity  pursuant hereto) may
include  securities of the Company in any Registration  Statement other than the
Registrable  Securities,  and the Company  shall not after the date hereof enter
into any  agreement  providing  any such  right for  inclusion  of shares in the
Registration  Statement  to any of its  security  holders.  Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not previously entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person that have not been fully satisfied.


                                       14
<PAGE>

                  18.3 Compliance. Each Holder covenants and agrees that it will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to it in connection with sales of Registrable  Securities pursuant to
the Registration Statement.

                  18.4  Discontinued  Disposition.  Each  Holder  agrees  by its
acquisition of such  Registrable  Securities that, upon receipt of a notice from
the Company of the  occurrence of a  Discontinuation  Event (as defined  below),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities  under the  applicable  Registration  Statement  until such  Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing  (the  "Advice") by the Company that
the use of the applicable  Prospectus  may be resumed,  and, in either case, has
received copies of any additional or supplemental  filings that are incorporated
or deemed to be  incorporated  by reference in such  Prospectus or  Registration
Statement.  The  Company  may  provide  appropriate  stop  orders to enforce the
provisions   of  this   paragraph.   For  purposes  of  this  Section   7(d),  a
"Discontinuation  Event" shall mean (i) when the Commission notifies the Company
whether there will be a "review" of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement (the Company shall
provide true and complete  copies thereof and all written  responses  thereto to
each of the Holders); (ii) any request by the Commission or any other Federal or
state governmental  authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the  effectiveness of such  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and/or (v) the  occurrence  of any event or passage of time that makes
the financial statements included in such Registration  Statement ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as the case may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

                  18.5  Piggy-Back  Registrations.  If at any  time  during  the
Effectiveness Period there is not an effective  Registration  Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the  Commission a registration  statement  relating to an offering for
its own account or the account of others under the  Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents  relating to equity  securities to
be issued solely in connection with any acquisition of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests  to be  registered  to the extent the Company may do so without
violating  registration  rights  of  others  which  exist as of the date of this


                                       15
<PAGE>

Agreement,  subject to customary  underwriter cutbacks applicable to all holders
of registration  rights and subject to obtaining any required the consent of any
selling stockholder(s) to such inclusion under such registration statement.

                  18.6 Amendments and Waivers. The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of the then outstanding Registrable Securities.  Notwithstanding
the  foregoing,  a waiver or consent to depart from the  provisions  hereof with
respect to a matter that relates  exclusively  to the rights of certain  Holders
and that does not directly or indirectly  affect the rights of other Holders may
be given by Holders  of at least a majority  of the  Registrable  Securities  to
which such waiver or consent relates; provided,  however, that the provisions of
this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.

                  18.7 Notices.  Any notice or request hereunder may be given to
the Company or the Purchaser at the  respective  addresses set forth below or as
may  hereafter be specified in a notice  designated as a change of address under
this Section 7(g). Any notice or request  hereunder shall be given by registered
or certified  mail,  return receipt  requested,  hand delivery,  overnight mail,
Federal  Express or other  national  overnight  next day carrier  (collectively,
"Courier") or telecopy  (confirmed by mail).  Notices and requests  shall be, in
the case of those by hand delivery,  deemed to have been given when delivered to
any  party to whom it is  addressed,  in the case of those by mail or  overnight
mail,  deemed to have been  given  three (3)  business  days after the date when
deposited  in the  mail or with the  overnight  mail  carrier,  in the case of a
Courier, the next business day following timely delivery of the package with the
Courier,  and, in the case of a telecopy,  when confirmed.  The address for such
notices and communications shall be as follows:

         If to the Company:                 Mitek Systems, Inc.
                                            14145 Danielson Street
                                            Suite B
                                            Poway, California 92064

                                            Attention: Chief Financial Officer
                                            Facsimile: 858-513-4622

                                            With a copy to:

                                            Luce Forward Hamilton & Scripps LLP
                                            600 West Broadway, Suite 2600
                                            San Diego, California   92101

                                            Attention: P. Blake Allen, Esq.
                                            Facsimile: 619-645-5357


                                       16
<PAGE>

         If to a Purchaser:       To the address set forth under such Purchaser
                                  name on the signature pages hereto.

         If to any other Person who is then the
         registered Holder:

or such other address as may be  designated  in writing  hereafter in accordance
with this Section 7(g) by such Person.

                  18.8 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner  and to the  Persons  as  permitted  under the  Notes and the  Securities
Purchase Agreement with the prior written consent of the Company,  which consent
shall not be unreasonably withheld.

                  18.9  Execution  and  Counterparts.   This  Agreement  may  be
executed in any number of counterparts,  each of which when so executed shall be
deemed to be an original and, all of which taken together  shall  constitute one
and the  same  Agreement.  In the  event  that any  signature  is  delivered  by
facsimile  transmission,  such signature shall create a valid binding obligation
of the party  executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile  signature were the original
thereof.

                  18.10   Governing   Law.   All   questions    concerning   the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by and construed  and enforced in accordance  with the internal laws
of the State of New York,  without  regard to the principles of conflicts of law
thereof. Each party agrees that all Proceedings  concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement shall
be commenced  exclusively in the state and federal courts sitting in the City of
New York, Borough of Manhattan.  Each party hereto hereby irrevocably submits to
the exclusive  jurisdiction  of the state and federal courts sitting in the City
of New York,  Borough of Manhattan for the adjudication of any dispute hereunder
or in  connection  herewith  or with  any  transaction  contemplated  hereby  or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
Proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such  Proceeding  is improper.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  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  Agreement 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 manner  permitted  by 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 Agreement or the transactions  contemplated  hereby.  If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document,  then
the prevailing  party in such Proceeding  shall be reimbursed by the other party


                                       17
<PAGE>

for its reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.

                  18.11 Cumulative  Remedies.  The remedies  provided herein are
cumulative and not exclusive of any remedies provided by law.

                  18.12  Severability.  If  any  term,  provision,  covenant  or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

                  18.13  Headings.  The  headings  in  this  Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]



                                       18
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

MITEK SYSTEMS, INC.                        LAURUS MASTER FUND, LTD.

By:                                        By:
   ----------------------------------         ----------------------------------
Name:                                      Name:
     --------------------------------           --------------------------------
Title:                                     Title:
      -------------------------------            -------------------------------

                                           Address for Notices:

                                           825 Third Avenue - 14th Floor
                                           New York, NY  10022
                                           Attention: David Grin
                                           Facsimile: 212-541-4434



                                       19
<PAGE>

                                    EXHIBIT A


                                [Month __, 2004]


Mellon Investor Services
400 South Hope Street, 4th Floor
Los Angeles, CA   90071
Attn:  ________________

         Re: Mitek Systems, Inc. Registration Statement on Form SB-2
             -------------------------------------------------------

Ladies and Gentlemen:

         As  counsel  to  Mitek  Systems,  Inc.,  a  Delaware  corporation  (the
"Company"),  we have been  requested to render our opinion to you in  connection
with the resale by the  individuals  or  entitles  listed on Schedule A attached
hereto (the  "Selling  Stockholders"),  of an aggregate of [amount]  shares (the
"Shares") of the Company's Common Stock.

         A Registration Statement on Form SB-2 under the Securities Act of 1933,
as amended  (the  "Act"),  with respect to the resale of the Shares was declared
effective by the  Securities  and Exchange  Commission on [date].  Enclosed is a
copy of the Prospectus  dated [date]  contained in such  Registration  Statement
(the "Prospectus").  We understand that the Shares are to be offered and sold in
the manner described in the Prospectus.

         Except as expressly set forth herein,  if a Selling  Stockholder  sells
any of the Shares in accordance  with the Prospectus,  Mellon Investor  Services
("Mellon")  may  effect  transfers  of such  Shares  so  sold  by  such  Selling
Stockholder provided the following  requirements are satisfied:  (i) the Selling
Stockholder  resells such Shares  presented for transfer in accordance  with the
terms of the Prospectus,  including the Prospectus  delivery  requirements;  and
(ii) as of the date of the  particular  transfer,  Mellon has not been  notified
that the Registration Statement is no longer effective.

         In the event a certificate covering Shares, which have been sold by the
Selling Stockholder pursuant to the Prospectus, is presented for the transfer of
less than the total number of shares represented by such certificate, the shares
so sold by a Selling  Stockholder may be transferred without restrictive legend;
however,  the  shares  remaining  which  are  to  be  returned  to  the  Selling
Stockholder  shall  bear  the  identical  legend(s)  as  those  affixed  to  the
certificate representing the shares presented for transfer.

                                                 Very truly yours,

<PAGE>

                                                 [Company counsel]



                                   SCHEDULE A


                                                                    Shares
        Selling Stockholder                                     Being Offered
        -------------------                                     -------------


</TEXT>
</DOCUMENT>
