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                                    AGREEMENT


         THIS AGREEMENT made as of the 12th day of July 2002, I.Q. Biometrics,
Inc., a Delaware corporation, hereinafter referred to as "Company," with its
principal offices at 1630 East Shaw, Suite 192, Fresno, CA 93710; and GoNow
Financial Network, Inc. A Nevada corporation, hereinafter referred to as
"GONOW," with its principal offices at 246 2nd Street Suite 1203, San Francisco
California 94105.

                                   WITNESSETH

         WHEREAS, Company requires expertise in the area of Investment Banking,
general business consulting and investor relations to support its business and
growth to maximize shareholder value; and

         WHEREAS, GONOW has extensive knowledge in Investment Banking and
substantial contacts among the members of the investment community and desires
to act as a consultant and perform specific services to Company.

         WHEREAS, the Company desires to retain GONOW to render Investment
Banking, general business consulting and investor relations services.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein and subject specifically to the
conditions hereof, and intending to be legally bound thereby, the parties agree
as follows:

1.0      Certain  Definitions  - When used in this  Agreement,  the  following
terms shall have the meanings set forth below:

o Affiliates - Shall be any persons employed by or entities controlled by a
party to this Agreement. o Contact Person - The person who shall be primarily
responsible for carrying out the duties of the parties
     hereunder or responsible for the delegation of the duties to be performed.
o    Payment or Payable In-Kind - The distribution of the proceeds of a
     transaction shall be in the same type and form as was given as valuable
     consideration for the transaction.
o    Engagement Period - One year from the execution date of this agreement,
     however Company may terminate agreement at anytime without prior written
     approval.

2.0      Contact  Persons - The Contact  Person for Company is Greg J. Micek,
President.  The Contact Person for GONOW is Lance R. Dalton, President & CEO


<PAGE>



3.0      Services to be Rendered by GONOW - GONOW agrees to render the following
 services:
         --------------------------------

3.1               Strategic Business Advice - GONOW shall assist the Company in
                  its strategic industry planning. This assistance shall include
                  referrals to industry contacts, as well as identifying
                  potential corporate or strategic partners. Furthermore, GONOW
                  shall evaluate potential industry or strategic partnerships
                  and advise the Company during all stages of negotiations
                  including contractual obligations and financial structure.
3.2               Market Strategy - GONOW shall advise the Company with regards
                  to the timing of entry onto an exchange, the selection of an
                  exchange, choosing a specialist or market maker. In addition,
                  GONOW shall advise the Company and its response to any unusual
                  trading volume or trading patterns. In addition, GONOW shall
                  assist the Company in monitoring of institutional ownership.
                  Furthermore, GONOW shall review investment patterns of
                  investment managers, to locate institutions as prospective
                  purchasers and shall assist in tracking peer companies to
                  identify additional potential investors.
3.3               Market  Information - GONOW will monitor sensitive market
                  information and provide, on a timely basis, advice and counsel
                  and propriatary  intelligence  (including but not limited to
                  information on price, volume and the identification of market-
                  makers,  buyers and sellers)  regarding general market
                  conditions and the effect of same on the market for securities
                  issued by the  Company.  GONOW will also enroll and pay for,
                  on a month to month basis, a customized  professional  service
                  package that will deliver real-time  market  data  and
                  specific  industry  information   tailored  to  the  Company.
                  Company understands  that this information is or may be
                  available from other sources,  but acknowledges  that GONOW
                  can provide it in a more timely fasion and with a  substantial
                  value-added  interpertation  of such information.
3.4               Financings - GONOW shall assist the Company to identify,
                  evaluate and facilitate all financing options including
                  initial public offerings, secondary offerings, mezzanine
                  financings, and equity line financings, debt financings and
                  financing through the issuance of additional classes of
                  securities. Specifically, GONOW shall assist the Company with
                  the $500,000 (Five Hundred Thousand Dollar) "Bridge Loan" and
                  later rounds to be determined.
3.5               Merger and Acquisition - GONOW shall advise the Company during
                  the process of identifying potential merger and acquisition
                  candidates, shall assist the Company in evaluating a potential
                  merger or acquisition, and shall assist and advise the Company
                  during the negotiation stage.
3.6               Communication with Company - GONOW shall stay in constant
                  contact with the Company. This contact shall include monthly
                  conferences to inform the Company of recent developments and
                  to discuss potential responses and actions necessary to
                  further the objectives of this Agreement.
3.7               Analyst Reports - GONOW shall engage an independent financial
                  analyst to prepare a corporate profile and periodic corporate
                  reports, and updates in accordance with applicable federal and
                  state securities laws.
3.8               Analyst Introduction - GONOW shall assist the Company in
                  scheduling and preparing for meetings with buy and sell side
                  analysts so that additional independent analysis reports can
                  be drafted to increase the Company's exposure to the
                  Investment Community.
3.9               Corporate Image - GONOW shall inform the Company of its
                  communications with the financial community to ascertain how
                  Institutional Investors, Financial Analysts, Investment
                  Bankers, Retail Brokers and the Media perceive the Company.

3.10     Investor Relations Services - GONOW shall provide the following
         services to the Company:

o              Generate potential investor leads and inform, follow up, update
               and create interest in the Company, and its common stock by
               providing current information concerning the Company;
o              Provide direct telephone and email contact with brokers,
               investors, potential investors and others with respect to the
               Company;
o              Prepare and distribute periodically detailed  "research reports"
               regarding the Company;
o              Distribute investor information packets to broker and potential
               investors containing current information which has been reviewed
               and approved by the Company ;
o              Arrange and assist the Company in attending television and radio
               investment forums;
o              Assist the Company in obtaining media coverage through news
               articles about the Company and its products;
o              Respond accurately and promptly to telephone calls, faxes, email
               and other inquiries; o Arrange and participate in investor
               information meetings with potential investors, the brokerage
               community and others regarding the Company;
o              Use its good faith diligent efforts to know the current facts
               concerning the Company and ensure that its employees and
               representatives remain current in their information regarding the
               Company;
o              Establish and maintain a data bank with the names, addresses,
               telephone numbers, fax numbers, email addresses and other similar
               information regarding investors, potential investors, brokers,
               and others in the investment community; and
o              Generally, keep the public, the investor community and the
               brokerage community well informed with concise, accurate and
               timely information concerning the Company and its business, its
               progress and its potential.



<PAGE>


4.0 Special Services - GONOW will contract with a third party Brokerage Firm
fully licensed and in good standing with the Securities and Exchange Commission
along with the National Association of Broker Dealers for the purpose of
effecting transactions in the clients publicly traded stock. Through a service
agreement between GONOW and the third party Broker Dealer GONOW has agreed to
reimburse customers of the Broker Dealer or referred to the Broker Dealer who
become customers of the Broker Dealer commissions, transaction fees and expenses
attributable to such transactions. Customers must be accepted by the Broker
Dealer as a customer of the Broker Dealer and meet certain reqirements to become
a customer in order to take advantage of the GONOW offer. GONOW is not a
registered investment advisory firm or a licensed Broker Dealer with the NASD or
SEC and is not advising customers or recommending to customers or soliciting a
buy or sell for the Company's securities. However, referring potential customers
to the services of the licensed Broker Dealer. Pursuant to this Agreement, sales
concessions, including commissions, transaction fees, and expenses due to the
third party Broker Dealer's clearing firm or any national exchange or electronic
communication network, or any other purchase-or-sale-related expense due from
the third party Broker Dealer's customers for such transactions in securities
issued by the Company shall be reimbursed to such customers. GONOW will offer
this service to the Company's shareholders and potential shareholders for the
term of this Agreement, and such additional periods as may be agreed in writing
between the parties.


4.1      Compensation to GONOW.

         4. Monthly Retainer- $5,000 (Five Thousand Dollars) payable upon
         execution of this agreement, and due every 30 days thereafter until
         terminated by the Company.

4.3           Extraordinary Expenses - Extraordinary expenses of GONOW shall be
              submitted to Company for approval prior to expenditure and shall
              be paid by Company, within ten (10) business days of receipt of
              the GONOW invoice for payment. No invoice shall be rendered until
              after the services have been performed.

4.4           Finder's Fees - In the event GONOW first introduces Company or a
              Company Affiliate to any third party funding source, underwriter,
              merger partner, or joint venture and GONOW provides material
              assistance to Company in consummating a funding, underwriting,
              merger, joint venture or similar agreement with Company or
              Company's Affiliate during the length of this agreement and within
              one (1) year after terminating this Agreement, Company agrees to
              pay GONOW a finders fee of 5% to 15% of the gross proceeds
              received from such funding or underwriting. Exact percentage to be
              paid is to be negotiated in advance of any proposed funding
              transaction. In the case of the specific amount of $500,000 (Five
              Hundred Thousand Dollars) GoNow shall receive 10% and any
              additional rounds will be at 5%.
4.5      Equity -  No equity has been determined at this time.



<PAGE>


5.0 Indemnification - Each party agrees to indemnify and hold the other party
harmless from and against any liability, loss, cost, expense or damage caused by
reason of any breach, neglect, default or material omission of it or any of its
agents, employees, or other representatives arising out of the failure to
perform its duties or obligations under this Agreement, provided there shall be
no liability for punitive, consequential, special or exemplary damages under any
circumstances. Nothing herein is intended to nor shall it relieve either party
from liability from its own act, omission or negligence. All remedies provided
by law or in equity shall be cumulative and not in the alternative.

6.0 Representations and Warranties - Each party hereby represents, covenants and
warrants to the other party as follows:

         6.1      Authorization - It and its signatories herein have full power
                  and authority to enter into this Agreement and to carry out
                  the transactions contemplated hereby.
         6.2      No Violation - Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby will violate any provision of its charter
                  or bylaws or violate any term or applicable law, rule or
                  regulation.
         6.3      Agreement in Full Force and Effect - All of its contracts,
                  agreements, leases, and licenses referenced herein are valid
                  and in full force and effect.
         6.4      Litigation - There is no action, suit, inquiry, proceeding or
                  investigation by or before any court or governmental or other
                  regulatory or administrative agency or commission pending or,
                  to the best of its knowledge threatened against it, or which
                  questions or challenges the validity of this Agreement and the
                  subject matter hereof; and it does not know or have any reason
                  to believe any valid basis for any such action, proceeding or
                  investigation.
         6.5      Consents - No consent of any person, other than the
                  signatories hereto, is necessary for the execution, delivery
                  and consummation of the transactions contemplated hereby,
                  including, without limitation, consents from parties to loans,
                  contracts, leases or other agreements and consents from
                  governmental agencies, whether federal, state or local.
         6.6      Reliance - It has and will rely upon the documents,
                  instruments and written information furnished to it by the
                  other party's officers, employees and representatives.
         6.7      Accuracy - All representations, warranties and statements
                  provided by it are true, complete and accurate in all material
                  respects.
         6.8      Compliance with Law - Each party agrees to comply with all
                  applicable laws, rules and regulations applicable to it,
                  including especially all applicable federal and state
                  securities laws.
6.9               Publicity - Each party agrees to use its good faith efforts to
                  keep the other informed with respect to all material facts and
                  circumstances related to it. GONOW agrees not to disseminate
                  or permit retail brokers, employees, representatives or agents
                  to provide or disseminate to investors, brokers or others in
                  the investment community any information regarding Company or
                  its securities that Company has not approved in advance.



<PAGE>


7.0       Representations by GONOW.

          7.1   Scope of Information to be Provided by GONOW - GONOW shall only
                provide information to the investment community and all others
                described in section three of this Agreement, that is received
                from and approved by the Company. GONOW agrees not to provide
                any information (written, electronic or verbal), which is
                materially false or misleading or omit to provide any
                information regarding the Company that is necessary so that the
                information provided by GONOW is not false or materially
                misleading.
          7.2   Short Sales - GONOW, its officers, directors, employees,
                affiliates and related parties (including all family members)
                shall not under any circumstances engage either directly or
                indirectly in short sales of the Company's Stock. GONOW shall
                not direct any third parties to short sales of the Company's
                Stock.
          7.3   Assignment - No part of this Agreement shall be assignable.
                GONOW may not transfer any portion of its rights, obligations or
                duties under this contract to a third party without the
                Company's prior written consent.
          7.4   Purchase Entirely for Own Account - This Agreement is made in
                reliance upon GONOW's representation to the Company, which by
                GONOW's execution of this Agreement, GONOW hereby confirms, that
                if the Company's Common Stock is acquired, it will be for
                investment purposes for GONOW's own account and not with a view
                for resale or distribution of any part thereof except in
                accordance with applicable federal and state securities laws.
          7.5   Accredited Investor - GONOW represents that it is an "accredited
                investor" as that term is defined in SEC rule 501(a) of
                Regulation D, 17 C.F.R.501(a).
          7.6   Nature of Relationship. GONOW and Company are independent
                contractors and are not partners, joint venturers, employees,
                agents, or other representatives of the other. GONOW nor Company
                is authorized or empowered to bind the other in contract or in
                any other way or to act as a representative of the other in any
                capacity without the express written consent of the other. Each
                party is solely responsible for all costs and liabilities
                arising from taxes of every kind or relating to its own
                employees and other representatives, or relating to the conduct
                of its business as an independent entity, and each party agrees
                to indemnify and hold the other party harmless therefrom. GONOW
                is in the business of providing information to the investing
                public and the investment community. GONOW is not a registered
                Broker/Dealer or Investment Advisor, and GONOW agrees not to
                undertake any activity which will require it to be so
                registered.



<PAGE>


         7.7    Costs of Investor Relations Function. GONOW will bear the costs
                of and be solely responsible for the investor relations
                activities as described in paragraph 3, except for extraordinary
                expenses. GONOW and the Company understand that GONOW has the
                discretion and duty to spend its resources in the manner, at the
                time and for the purposes for which GONOW believes in its best,
                reasonable good faith determination will be the most effective
                in the furtherance of providing the investing public current,
                accurate and timely information regarding the Company. GONOW
                will coordinate in writing with the Company regarding any
                material deviations from the investor relations activities.
                Failure to perform the investor relations activities in a
                material way shall constitute a breach of this Agreement.
           7.8  No Conflicting Activities. GONOW agrees not to engage in any
                activities that violate its duties under this Agreement or
                represent any other entity that is engaged in the manufacture or
                sale of products or services that directly compete with the
                business, products or services of the Company.
           7.9  Inside and Confidential Information. GONOW agrees not to
                disclose, use or disseminate any information of or relating to
                the Company which is proprietary, confidential and competitively
                sensitive without the prior written approval of the Company.
                GONOW further agrees not to act upon for its own account or for
                the account of another and not to disclose or disseminate any
                non-public information that is used to purchase or sell
                securities of the Company.
         7.10   Disclosure of Relationship with the Company. GONOW agrees to
                disclose in a manner consistent with applicable laws, rules and
                regulations that it is providing investor relations and
                consulting services in exchange for cash and/or common stock of
                the Company and that it maintains a financial and ownership
                interest in the success of the Company. Specifically, GONOW
                agrees to abide by Section 17(b) of the Securities Act which
                provides that it is unlawful for any person: "to publish, give
                publicity to, or to circulate any notice, circular, or
                advertisement, newspaper article, letter, investment service, or
                communication which, though not purporting to offer a security
                for sale, describes such security for a consideration received
                or to be received, directly or indirectly, from an issuer,
                underwriter, or dealer, without fully disclosing the receipt,
                whether past or prospective, of such consideration and the
                amount thereof."
         7.11   Ownership of Information. GONOW will receive information
                concerning Company and GONOW will create advertising and other
                promotional materials for the benefit of the Company. GONOW
                agrees that all such material belongs to and are the property of
                the Company. Likewise, GONOW maintains certain information
                regarding potential investors that it considers to be
                proprietary. The Company agrees not to disclose or use any such
                information only in the furtherance of its business, provided
                that the Company investor information shall not be deemed for
                any purpose to belong to GONOW.



<PAGE>


8.0      Miscellaneous Provisions.

         8.1      Amendment and Modification - This Agreement may be amended,
                  modified and supplemented only by written agreement of GONOW
                  and Company.
         8.2      Waiver - Any failure of GONOW, on the one hand, or Company, on
                  the other, to comply with any obligation, agreement or
                  condition herein may be expressly waived in writing, but such
                  waiver or failure to insist upon strict compliance with such
                  obligation, covenant, agreement or condition shall not operate
                  as a waiver of, or estoppel with respect to, any subsequent or
                  other failure.
         8.3      Expenses - Whether or not the transactions contemplated by
                  this Agreement are consummated, GONOW agrees that all fees and
                  expenses incurred by GONOW in connection with this Agreement
                  shall be borne by GONOW and Company agrees that all fees and
                  expenses incurred by Company in connection with this Agreement
                  shall be borne by Company, including, without limitation as to
                  both GONOW or Company, all fees and expense of their
                  respective counsel and accountants.
         8.4      Other Business Opportunities - Except as expressly provided in
                  this Agreement, each party hereto shall have the right
                  independently to engage in and receive full benefits from
                  other business activities.
         8.5      Compliance with Regulatory Agencies - Each party agrees that
                  all actions, direct or indirect, taken by it and its
                  respective agents, employees and affiliates in connection with
                  this Agreement and any financing or underwriting hereunder
                  shall conform to all applicable federal and state securities
                  laws.
         8.6      Notices - Any notices to be given hereunder by any party may
                  be effected by personal delivery in writing or by mail,
                  registered or certified, postage prepaid with return receipt
                  requested or by fax. Mailed notices shall be addressed to the
                  parties at the addresses appearing in the introductory
                  paragraph of this Agreement, but any party may change its
                  address by written notice in accordance with this subsection.
                  Notices delivered personally and by fax shall be deemed
                  communicated upon actual receipt. Mailed notices shall be
                  deemed communicated as of three (3) business days after
                  mailing.
         8.7      No Assignment - This Agreement and all of the provisions
                  hereof shall be binding upon and inure to the benefit of the
                  parties hereto and their respective successors and permitted
                  assigns, but neither this Agreement nor any right, interests
                  or obligations hereunder shall be assigned by any of the
                  parties hereto without the prior written consent of the other
                  parties, except by operation of law.
         8.8      No Delegation - Neither party shall delegate the performance
                  of its duties under this Agreement without the prior written
                  consent of the other party.


<PAGE>


         8.9      Advertising and Publicity - Neither GONOW nor Company shall
                  make or issue, or cause to be made or issued, any announcement
                  or written statement concerning this Agreement or the
                  transactions contemplated hereby for dissemination to the
                  general public without the prior consent of the other party.
                  This provision shall not apply, however, to any announcement
                  or written statement required to be made by law or the
                  regulations of any federal or state governmental agency,
                  except that the party shall consult with the other party
                  concerning the timing and content of such announcement before
                  such announcement is made.
         8.10     Governing Law - This Agreement and the legal relations among
                  the parties hereto shall be governed by and construed in
                  accordance with the laws of the State of CALIFORNIA, without
                  regard to its conflict of law doctrine. Company and GONOW
                  agree that if action is instituted to enforce or interpret any
                  provision of this Agreement, then jurisdiction and venue shall
                  be San Francisco County, California.
         8.11     Counterparts - This Agreement may be executed simultaneously
                  in two or more counterparts, each of which shall be deemed an
                  original, but all of which together shall constitute one and
                  the same instrument.
         8.12     Heading - The heading of the sections of this Agreement are
                  inserted for convenience only and shall not constitute a part
                  hereto or affect in any way the meaning or interpretation of
                  this Agreement.
         8.13     Entire Agreement - This Agreement, including any Exhibits
                  hereto, and the other documents and certificates delivered
                  pursuant to the terms hereto, set forth the entire Agreement
                  and understanding of the parties hereto in respect of the
                  subject matters contained herein and supersedes all prior
                  agreements, promises, covenants, arrangements, communications,
                  representations or warranties, whether oral or written, by any
                  officer, employee or representative of any party hereto.
         8.14     Third Parties - Except as specifically set forth or referred
                  to herein, nothing herein expressed or implied is intended or
                  shall be construed to confer upon or give to any person or
                  corporation, other than the parties hereto and their
                  successors or assigns, any rights or remedies under or by
                  reason of this Agreement.
         8.15     Attorneys' Fees and Expenses - If any action is necessary to
                  enforce and collect upon the terms of this Agreement, the
                  prevailing party shall be entitled to reasonable attorneys'
                  fees and expenses, in addition to any other relief to which
                  that party may be entitled. This provision shall be construed
                  as applicable to the entire Agreement.
         8.16     Survivability -If any part of this Agreement is found or
                  deemed by a court of competent jurisdiction to be invalid or
                  unenforceable, that part shall be severed from the remainder
                  of this Agreement.
         8.17     Further Assurances - Each of the parties agrees that it shall
                  from time to time take such actions and execute such
                  additional instruments as may be reasonably necessary or
                  convenient to implement and carry out the intent and purpose
                  of this Agreement.


<PAGE>


         8.18     Relationship of the Parties - Each party is an independent
                  contractor and an independent business not controlled by or
                  under common control of the other party. Nothing contained in
                  this Agreement shall be deemed to cause either party to be a
                  partner, agent or legal representative of the other, or create
                  any fiduciary relationship between them. Neither party shall
                  have any authority to act for or to assume any obligation or
                  responsibility on behalf of the other party. The rights,
                  duties, obligations and liabilities of the parties shall be
                  several, not joint or collective. Neither party shall have any
                  authority to take or withhold any action for the other or to
                  represent to anyone that it has the power and authority to do
                  so.

9.0 Term of Agreement and Termination. This Agreement shall be effective upon
execution, shall continue for one (1) year unless terminated sooner, by the
Company, after which time this Agreement is terminated. GONOW shall be entitled
to the finder's fees described in this Agreement for funding or underwriting
commitments entered into by Company or its affiliates within one (1) year after
termination of this Agreement if said funding or underwriting was the result of
GONOW's initial introduction and its material efforts in the consummation
thereof prior to the termination of this Agreement.

10.0     Arbitration: Indemnification.

         WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED HEREBY
ACKNOWLEDGE THAT:

         (i)      ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
         (ii) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK A REMEDY IN COURT,
         INCLUDING THEIR RIGHT TO JURY TRIAL; (iii) PRE-ARBITRATION DISCOVERY IS
         GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS; (iv) THE
         ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
         REASONING AND ANY
                  PARTY'S  RIGHT TO  APPEAL  OR TO SEEK  MODIFICATION  OF ANY
                  RULING BY THE  ARBITRATORS  IS  STRICTLY LIMITED;
         (v)      THE PANEL OF  ARBITRATOR  MAY INCLUDE  ARBITRATORS  WHO WERE
                  OR ARE  AFFILIATED  WITH THE  SECURITIES INDUSTRY; AND
         (vi)     THIS ARBITRATION AGREEMENT IS SPECIFICALLY WRITTEN TO INCLUDE
                  ANY AND ALL STATUTORY CLAIMS ARISING UNDER THIS AGREEMENT THAT
                  MIGHT BE ASSERTED BY ANY PARTY.







<PAGE>


THE PARTIES AGREE THAT:

         A.       ALL DISPUTES, CONTROVERSIES OR DIFFERENCES BETWEEN COMPANY AND
                  GONOW OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL
                  REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES,
                  OR ANY CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN
                  CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE
                  RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION.
         B.       ALL  DISPUTES  FOR  RESOLUTION  SHALL BE SUBMITTED  EITHER TO
                  THE  AMERICAN  ARBITRATION  ASSOCIATION WITHIN THIRTY (30)
                  DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM ANY
                  PARTY.
         C.       IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO  ARBITRATION ON
                  REQUEST,  THEN THE  REQUESTING  PARTY MAY COMMENCE AN
                  ARBITRATION PROCEEDING.
         D.       ANY HEARING  SCHEDULED  AFTER  ARBITRATION IS INITIATED SHALL,
                  UNLESS THE PARTIES AGREE  OTHERWISE, TAKE PLACE IN SAN
                  FRANCISCO  COUNTY,  CALIFORNIA,  AND THE FEDERAL  ARBITRATION
                  ACT SHALL GOVERN THE PROCEEDING.
         E.       IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT
                  TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING
                  ARBITRATION OR UNSUCCESSFULLY CONTESTS THE JURISDICTION OF ANY
                  ARBITRATION FORUM LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA,
                  OVER ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE
                  PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING
                  PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED
                  IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING AND
                  ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED
                  FOR HEREIN.
         F.       NOT APPLICABLE.
         G.       THE PARTIES  AGREE TO BE BOUND BY THE DECISION OF ANY AWARD AS
                  BEING FINAL AND  CONCLUSIVE  AND AGREE TO ABIDE THEREBY.
         H.       ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR
                  JUDGMENT AND EXECUTION FOR COLLECTION.






         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.



I.Q. Biometrics, Inc.                              GoNow Financial Network, Inc.




By:                                               By:
   ---------------------------------------------  ------------------------------
     Greg J. Micek                                Lance R. Dalton
     President                                    President & CEO










<PAGE>



                               WIRING INSTRUCTIONS

                                 BANK OF AMERICA
                                                        ABA#121000358
                                         GONOW FINANCIAL NETWORK, INC.
                                 ACCT#0099723212
                                               SAN FRANCISCO, CA 94105

                                   ALL FEES TO BE WIRED TO THIS ACCOUNT