[LOGO] AWARE, INC.

                    FORM OF PROMISE TO GRANT STOCK OPTION(S)

              PURSUANT TO THE OFFER TO EXCHANGE DATED MARCH 3, 2003

To:  Participants in the Aware. Inc. Stock Option Exchange Offer

            In exchange for the surrender of your eligible outstanding stock
options, Aware, Inc. promises to grant to you a new stock option or options, as
applicable, exercisable for shares of its common stock. Under the terms of the
Offer to Exchange dated March 3, 2003, you will receive a new option to purchase
one share of common stock for every two shares of common stock issuable upon the
exercise of a surrendered option. The new options will vest as follows: any new
option received in exchange for an option originally granted prior to 2000 will
be fully vested upon grant. Any new option received in exchange for an option
originally granted in 2000 will be 75% vested upon grant with the remaining 25%
vesting in four equal quarterly installments. Any new option received in
exchange for an option originally granted in 2001 will be 50% vested upon grant
with the remaining 50% vesting in eight equal quarterly installments. Any new
option received in exchange for an option originally granted in 2002 will be 25%
vested with the remaining 75% vesting in twelve equal quarterly installments.

         We expect to grant the new options on a date between October 2, and
November 13, 2003. The exercise price of each new option will be the closing
price of our common stock as reported on the Nasdaq National Market on the date
of grant of the new options. Each new option will be subject to the standard
terms and conditions of the Stock Option Plan pursuant to which it is granted
and the applicable form of stock option agreement. If you exchange options which
were granted under the 1996 Stock Option Plan, your new options will be granted
under the 1996 Stock Option Plan to the extent permitted by the 1996 Stock
Option Plan and under the 2001 Nonqualified Plan to any further extent. If you
exchange options which were granted under the 2001 Nonqualified Stock Plan, your
new options will be granted under the 2001 Nonqualified Stock Plan.

         This promise to grant stock options to you does not constitute a
guarantee of employment with us for any period. Your employment with us remains
"at-will" and can be terminated by either you or us at any time, with or without
cause or notice. If you voluntarily terminate your employment with us, or if we
terminate your employment for any reason, before the grant of the new options,
you will lose all rights to receive any new options and your surrendered options
will not be returned to you.

         This promise is subject to the terms and conditions of the Offer to
Exchange dated March 3, 2003, and the Election Form previously completed and
submitted by you, both of which are incorporated herein by reference. The
documents described herein reflect the entire agreement between you and Aware
with respect to this transaction.

                                                AWARE, INC.


                                                --------------------------------
                                                Michael A. Tzannes
                                                Chief Executive Officer
Date: April  __, 2003