<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v011091_ex10-2.txt
<TEXT>

           THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON
           EXERCISE OF THIS  WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
           SECURITIES  ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES
           LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
           OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR
           HYPOTHECATED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
           STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
           STATE  SECURITIES  LAWS OR AN OPINION  OF  COUNSEL  REASONABLY
           SATISFACTORY TO MITEK SYSTEMS,  INC. THAT SUCH REGISTRATION IS
           NOT REQUIRED.

            Right to Purchase up to 860,000 Shares of Common Stock of
                               Mitek Systems, Inc.
                              --------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.  _________________                                 Issue Date: June 11, 2004

         MITEK  SYSTEMS,  INC., a  corporation  organized  under the laws of the
State of Delaware hereby certifies that, for value received, LAURUS MASTER FUND,
LTD.,  or assigns (the  "Holder"),  is entitled,  subject to the terms set forth
below, to purchase from the Company (as defined herein) from and after the Issue
Date of this Warrant and at any time or from time to time before 5:00 p.m.,  New
York time, through the close of business June 11, 2011 (the "Expiration  Date"),
up  to  860,000  fully  paid  and  nonassessable  shares  of  Common  Stock  (as
hereinafter  defined),  $0.001 par value per share,  at the applicable  Exercise
Price per share (as defined  below).  The number and character of such shares of
Common  Stock  and the  applicable  Exercise  Price per  share  are  subject  to
adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

                  (a) The term "Company"  shall include Mitek Systems,  Inc. and
         any  corporation  which shall succeed,  or assume the  obligations  of,
         Mitek Systems, Inc. hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  common
         stock,  par value $0.001 per share;  and (ii) any other securities into
         which  or for  which  any of the  securities  described  in (a)  may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization, merger, sale of assets or otherwise.

                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holder of the Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of the Warrant,  in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in


                                       1
<PAGE>

         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to Section 4 or otherwise.

                  (d) The "Exercise  Price"  applicable under this Warrant shall
         be as follows:

                           (i) a price of $0.79  for the  first  230,000  shares
                  acquired hereunder;

                           (ii) a price of $0.85  for the  next  230,000  shares
                  acquired hereunder; and

                           (iii) a price  of  $0.92  for any  additional  shares
                  acquired hereunder.

         Exercise of Warrant.

                  Number of Shares  Issuable upon  Exercise.  From and after the
date hereof  through and  including  the  Expiration  Date,  the Holder shall be
entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of an exercise  notice in the form  attached
hereto  as  Exhibit A (the  "Exercise  Notice"),  shares of Common  Stock of the
Company, subject to adjustment pursuant to Section 4.

                  Fair Market  Value.  For  purposes  hereof,  the "Fair  Market
Value" of a share of Common  Stock as of a particular  date (the  "Determination
Date") shall mean:

                  IF THE COMPANY'S  COMMON STOCK IS TRADED ON THE AMERICAN STOCK
         EXCHANGE OR ANOTHER  NATIONAL  EXCHANGE OR IS QUOTED ON THE NATIONAL OR
         SMALLCAP  MARKET OF THE NASDAQ STOCK MARKET,  INC.("NASDAQ"),  THEN THE
         CLOSING  OR LAST  SALE  PRICE,  RESPECTIVELY,  REPORTED  FOR  THE  LAST
         BUSINESS DAY IMMEDIATELY PRECEDING THE DETERMINATION DATE.

                  IF THE  COMPANY'S  COMMON  STOCK IS NOT TRADED ON THE AMERICAN
         STOCK  EXCHANGE  OR ANOTHER  NATIONAL  EXCHANGE OR ON THE NASDAQ BUT IS
         TRADED ON THE NASD OTC BULLETIN BOARD,  THEN THE MEAN OF THE AVERAGE OF
         THE CLOSING BID AND ASKED  PRICES  REPORTED  FOR THE LAST  BUSINESS DAY
         IMMEDIATELY PRECEDING THE DETERMINATION DATE.

                  EXCEPT AS  PROVIDED  IN CLAUSE  (D)  BELOW,  IF THE  COMPANY'S
         COMMON STOCK IS NOT PUBLICLY TRADED, THEN AS THE HOLDER AND THE COMPANY
         AGREE OR IN THE ABSENCE OF AGREEMENT BY ARBITRATION IN ACCORDANCE  WITH
         THE  RULES  THEN IN  EFFECT OF THE  AMERICAN  ARBITRATION  ASSOCIATION,
         BEFORE  A  SINGLE  ARBITRATOR  TO BE  CHOSEN  FROM A PANEL  OF  PERSONS
         QUALIFIED  BY  EDUCATION  AND  TRAINING  TO  PASS ON THE  MATTER  TO BE
         DECIDED.

                  IF THE  DETERMINATION  DATE  IS  THE  DATE  OF A  LIQUIDATION,
         DISSOLUTION  OR WINDING  UP, OR ANY EVENT  DEEMED TO BE A  LIQUIDATION,
         DISSOLUTION OR WINDING UP PURSUANT TO THE COMPANY'S  CHARTER,  THEN ALL
         AMOUNTS TO BE PAYABLE PER SHARE TO HOLDERS OF THE COMMON STOCK PURSUANT
         TO THE CHARTER IN THE EVENT OF SUCH LIQUIDATION, DISSOLUTION OR WINDING
         UP,  PLUS ALL OTHER  AMOUNTS TO BE PAYABLE  PER SHARE IN RESPECT OF THE
         COMMON  STOCK  IN  LIQUIDATION  UNDER  THE  CHARTER,  ASSUMING  FOR THE
         PURPOSES OF THIS CLAUSE (D) THAT ALL OF THE SHARES OF COMMON STOCK THEN
         ISSUABLE  UPON  EXERCISE  OF  THE  WARRANT  ARE   OUTSTANDING   AT  THE
         DETERMINATION DATE.

                  Company  Acknowledgment.  The Company will, at the time of the
exercise of the Warrant,  upon the request of the holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

                  Trustee for Warrant Holders. In the event that a bank or trust
company  shall have been  appointed  as trustee  for the  holders of the Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in


                                       2
<PAGE>

its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

         Procedure for Exercise.

                  Delivery of Stock Certificates, Etc., on Exercise. The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered and payment made for such shares in accordance herewith.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within  three (3) business  days  thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

                  Exercise.  Payment  may  be  made  either  (i) in  cash  or by
certified or official  bank check  payable to the order of the Company  equal to
the applicable  aggregate  Exercise Price,  (ii) by delivery of the Warrant,  or
shares of Common  Stock  and/or  Common Stock  receivable  upon  exercise of the
Warrant in accordance  with Section (b) below,  or (iii) by a combination of any
of the  foregoing  methods,  for the number of Common  Shares  specified in such
Exercise  Notice (as such  exercise  number  shall be  adjusted  to reflect  any
adjustment in the total number of shares of Common Stock  issuable to the Holder
per the terms of this  Warrant)  and the Holder  shall  thereupon be entitled to
receive  the  number  of  duly  authorized,   validly  issued,   fully-paid  and
non-assessable  shares of  Common  Stock (or  Other  Securities)  determined  as
provided herein.  Notwithstanding any provisions herein to the contrary,  if the
Fair  Market  Value of one share of Common  Stock is greater  than the  Exercise
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined  below) of this Warrant (or the portion thereof being  exercised)
by  surrender of this Warrant at the  principal  office of the Company  together
with the  properly  endorsed  Exercise  Notice in which event the Company  shall
issue to the  Holder a number  of  shares of  Common  Stock  computed  using the
following formula:

                   X = Y (A-B)
                       --------
                          A

        Where X = the  number  of  shares  of  Common  Stock to be issued to the
                  Holder

              Y = the  number of shares of Common  Stock  purchasable  under the
                  Warrant  or,  if  only a  portion  of  the  Warrant  is  being
                  exercised,  the portion of the Warrant being exercised (at the
                  date of such calculation)

              A = the Fair  Market  Value of one share of the  Company's  Common
                  Stock (at the date of such calculation)

              B = Exercise Price (as adjusted to the date of such calculation)

        Effect of Reorganization, Etc.; Adjustment of Exercise Price.

                  Reorganization,  Consolidation,  Merger,  Etc.  In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and


                                       3
<PAGE>

adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  Dissolution.  In the event of any  dissolution  of the Company
following the transfer of all or substantially  all of its properties or assets,
the Company,  concurrently with any distributions  made to holders of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the  Warrant  pursuant to Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Warrant (the "Trustee").

                  Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

         Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

         Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any


                                       4
<PAGE>

additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

         Reservation  of Stock,  Etc.,  Issuable on  Exercise  of  Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

         Assignment;  Exchange of Warrant. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the  registration  requirements  of applicable  securities  laws,  and with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

         Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

         Registration  Rights.  The  Holder  of this  Warrant  has been  granted
certain  registration  rights by the Company.  These registration rights are set
forth  in a  Registration  Rights  Agreement  entered  into by the  Company  and
Purchaser dated as of even date of this Warrant.

         Maximum  Exercise.  The Holder  shall not be entitled to exercise  this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with


                                       5
<PAGE>

Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note.

         Warrant Agent. The Company may, by written notice to the each Holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

         Transfer on the Company's  Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

         Notices,  Etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

         Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

         Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant shall be governed by and construed in accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York;  provided,  however,  that the Holder may choose to waive
this  provision  and  bring  an  action  outside  the  state  of New  York.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of any other provision  hereof.  The Company  acknowledges  that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.


                                       6
<PAGE>

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



                                       7

<PAGE>



         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                           MITEK SYSTEMS, INC.

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



                                       8
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:      Mitek Systems, Inc.

         Attention:  Chief Financial Officer

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

________ ________ shares of the Common Stock covered by such Warrant; or

________ the maximum  number of shares of Common  Stock  covered by such Warrant
         pursuant to the cashless exercise procedure set forth in Section 2.

         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of (check applicable box or boxes):

________ $________ in lawful money of the United States; and/or

________ the  cancellation  of  such  portion  of  the  attached  Warrant  as is
         exercisable for a total of _______ shares of Common Stock (using a Fair
         Market Value of $_______  per share for purposes of this  calculation);
         and/or

________ the  cancellation  of such  number  of  shares  of  Common  Stock as is
         necessary,  in accordance with the formula set forth in Section 2.2, to
         exercise  this Warrant with respect to the maximum  number of shares of
         Common Stock purchasable  pursuant to the cashless  exercise  procedure
         set forth in Section 2.

         The  undersigned  requests  that the  certificates  for such  shares be
issued in the name of, and  delivered  to  ______________________________  whose
address is ___________________________________________________________________ .

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

Dated:
       ------------------------        -----------------------------------------
                                       (Signature must conform to name of holder
                                       as specified on the face of the Warrant)

                                        Address:
                                                 -------------------------------

                                                 -------------------------------


                                      A-1
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of Mitek  Systems,  Inc.  into which the within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of Mitek
Systems, Inc. with full power of substitution in the premises.

                                                 Percentage            Number
Transferees            Address                   Transferred         Transferred
-----------            -------                   -----------         -----------

---------------------  ------------------------  ------------------  -----------

---------------------  ------------------------  ------------------  -----------

---------------------  ------------------------  ------------------  -----------

---------------------  ------------------------  ------------------  -----------


Dated:
       ------------------------        -----------------------------------------
                                       (Signature must conform to name of holder
                                       as specified on the face of the Warrant)

                                       Address:
                                                --------------------------------

                                                --------------------------------

                                       SIGNED IN THE PRESENCE OF:

                                       -----------------------------------------
                                                          (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]

------------------------------------
             (Name)

</TEXT>
</DOCUMENT>
