8911 Balboa Avenue, Ste B San Diego, CA 92123 Phone: 858 ###-###-#### Fax: 858 ###-###-####

Base Salary:

You will earn an annualized base salary of $260,000 paid bi-weekly in the amount of $10,000.

Incentives:

You will have the opportunity to earn an annual bonus up to $91,000 based upon meeting objectives to be determined within the first month of your employment.

You have represented that the timing of your departure from your current employer will make you ineligible to receive a first half bonus of $25,000. Should you not be paid this bonus by your current employer, we will pay you $25,000, less applicable withholding taxes, subsequent to our fiscal year ending September 30, 2012 in connection with our annual bonus process. In addition, Mitek will pay the amount of your target bonus for the fiscal year ending September 30, 2012, prorated based on your date of hire. Should you voluntarily terminate your employment with Mitek prior to the first anniversary of your hire date with Mitek, you agree to repay this bonus to the Company.

Stock Options:

We will request that the Board of Directors approves your participation in the Mitek 2012 Incentive Plan (“the Plan”) with a stock option grant of 175,000 shares of Mitek Common Stock and a restricted stock grant of 25,000 shares of Mitek Common Stock. The option grant will be subject to our normal vesting schedule as provided in the Plan. The price of your stock options will be based upon the fair market value of Mitek Common Stock on the later of the date the Board approves your options or your hire date. You will be provided details of the Plan shortly after your options have been approved.

Severance and

Change in Control:

Any severance and accelerated vesting of stock options or other equity awards shall be pursuant to the terms and conditions of a change of control agreement to be provided.

Benefits:

As a regular, full-time employee of Mitek you will be eligible for group benefits for yourself and your eligible dependents effective on the first day of the month following your hire date. Basic benefits include a comprehensive health insurance plan; dental insurance and vision care insurance. In addition, you will be eligible for term life insurance and long-term disability insurance. You will also accrue three weeks, equal to fifteen days, of paid vacation per year; seven paid sick days and ten paid holidays, in accordance with Company policy. In addition, you will be eligible to participate in the Mitek Systems Inc. 401(k) Savings Plan and Mitek’s Flexible Spending Plan.

You will be asked to contribute a portion of the cost of your own insurance coverage and any dependent coverage you elect. The cost of coverage will vary based upon the number of dependents covered and plan selection. Any premiums, you pay, however, will be paid pre-tax. Full details of employee benefits will be provided once you are on board.

Relocation:

We will reimburse you for reasonable qualified moving expenses incurred within fourteen months from your hired date related to moving to San Diego and will provide San Diego lodging during that period of time.