Text passwords are the most popular user authentication method, but have security and usability problems. Alternatives such as biometric systems and tokens have their own drawbacks. Graphical passwords offer another alternative, and are the focus of this project. Graphical password systems are a type of knowledge-based authentication that attempt to leverage the human memory for visual information In Pass-Points, passwords consist of a sequence of five click-points on a given image. Users may select any pixels in the image as click-points for their password. To log in, they repeat the sequence of clicks in the correct order, within a system-defined tolerance square of the original click-points. We are also taking care of shoulder attack by using random number generation method.