Exhibit 10.32

[Name of Optionee]

 Optionee          

BIO-KEY INTERNATIONAL, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE

BIO-KEY INTERNATIONAL, INC.

2004 STOCK INCENTIVE PLAN

This Agreement is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and between Bio-key International, Inc., a Delaware corporation (the “Corporation”), and the person named on Schedule A hereto (the “Optionee”).

WHEREAS, Optionee is a director of the Corporation and the Corporation considers it desirable and in its best interest that Optionee be given an inducement to acquire a proprietary interest in the Corporation and an incentive to advance the interests of the Corporation by granting the Optionee an option to purchase shares of common stock of the Corporation (the “Common Stock”);

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that as of the Grant Date, the Corporation hereby grants Optionee an option to purchase from it, upon the terms and conditions set forth in the Corporation’s 2004 Stock Incentive Plan, as amended from time to time (the “Plan”), a copy of which is attached hereto, that number of shares of the authorized and unissued Common Stock of the Corporation as is set forth on Schedule A hereto.

1.              Terms of Stock Option. The option to purchase Common Stock granted hereby is subject to the terms, conditions, and covenants set forth in the Plan as well as the following:

2.              Payment of Exercise Price. The option may be exercised, in part or in whole, only by written request to the Corporation accompanied by payment of the exercise price in full either: (i) in cash for the shares with respect to which it is exercised; (ii) if the shares underlying the option are registered under the Securities Act, by delivering to the Corporation a notice of exercise with an irrevocable direction to a broker-dealer registered under the Securities Exchange Act of 1934, as amended, to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay the exercise price; or (iii) by delivering previously owned shares of Common Stock or a combination of shares and cash having an aggregate Fair Market Value (as defined in the Plan) equal to the exercise price of the shares being purchased; provided, however, that shares of Common Stock delivered by the Optionee may be accepted as full or partial payment of the exercise price for any exercise of the option hereunder only if the shares have been held by the Optionee for at least six (6) months.

3.              Miscellaneous.

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In witness whereof, the parties have executed this Agreement as of the Grant Date.

Schedule A

1. Optionee: [__________]

2. Grant Date: [__________]

3. Number of Shares of Common Stock covered by the Option: [__________]

4. Exercise Price (Fair Market Value of Common Stock on the Grant Date): $[___]

5. The Option shall vest in accordance with the following schedule:

6. Expiration Date:  [__________]

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