10% SECURED PROMISSORY NOTE

Up to $400,000.00                                          Dated:  May 4, 2003

     FOR VALUE RECEIVED, the undersigned, NETWORK STORAGE SOLUTIONS, INC., a
Delaware corporation ("Debtor"), hereby promises to pay to the order of IQ
BIOMETRIX, INC., a Delaware corporation (the "Lender") or holder, at Fremont,
California, or at such other place as Lender its assign may designate and so
notify Debtor, the principal sum of up to Four Hundred Thousand and No/100
Dollars ($400,000.00), with interest thereon at an annual rate of ten percent,
payable as described herein.

1. Payment of Principal and Interest.

         Debtor agrees to pay the original principal sum of up to $400,000.00,
plus all interest accrued thereon, to the Lender as follows (the Maturity
Date"):

                  (i) Fifteen (15) days after the Closing Date of that certain
transaction between the Debtor and Maker contemplated pursuant to that certain
Letter of Intent dated May 2, 2003 between Lender and Debtor (the "LOI") a copy
of which is attached hereto as Exhibit A;

                  (ii) In the event that Debtor terminates that certain LOI, or
the Definitive Agreement contemplated thereunder, at any time (other than by
reason of Lender's material breach of the LOI or the Definitive Agreement, or
Lender's failure to satisfy a closing condition to the Definitive Agreement), or
a Definitive Agreement is not signed within forty-five days after the date of
the Letter of Intent, then within fifteen (15) days of the date of the notice to
Borrower of the existence of such condition;

                  (iii) In the event that the termination is mutually agreed to
by the parties in writing, or Debtor has terminated by reason of Lender's
material breach of this Letter of Intent or the Definitive Agreement, or
Lender's failure to satisfy a closing condition, then within forty five (45)
days of the date of the notice to Borrower of the existence of such condition.

          Debtor shall have the right, without penalty, to prepay the
indebtedness represented hereby in part or in full at any time or times during
the term hereof.

2. Collateral Security for Repayment. To secure repayment of the principal
amount of this Note, all interest accrued thereon and all other amounts due and
payable hereunder, Debtor hereby grants to Lender a security interest in all of
the assets of Debtor, including the grant of an assignment of accounts
receivable. Debtor shall execute and deliver concurrently herewith that certain
Security Agreement between Debtor and Lender (the "Security Agreement") and that
certain Agreement for the Assignment of Accounts Receivable between Debtor and
Lender (the "Assignment Agreement").

3. Events of Default.

         (a) Definition. For purposes of this Note, the occurrence of any of the
following events shall be an event of default ("Event of Default"):

                  (i) Debtor fails to pay when due the full amount of any
         principal payment under this Note or any interest payment, and
         nonpayment continues for five (5) days after the Maturity Date.

                  (ii) Debtor fails to timely perform any obligation, covenant
         or agreement made or owed by Debtor to Lender under this Note, the
         Security Agreement or the Assignment Agreement (collectively, the
         "Agreements"), or any other agreement executed in connection with the
         Agreements, or any other guarantor, pledgor or party to such Agreements
         fails to perform any of their respective obligations under any of the
         Agreements, and such default continues for a period of ten (10 days).

                  (iii) Debtor shall commence a voluntary proceeding seeking
         liquidation, reorganization, or other relief with respect to itself or
         its debts under any bankruptcy, insolvency, or other similar law now or
         hereafter in effect, or seeking the appointment of a trustee, receiver,
         liquidator, custodian, or other similar official for it or a
         substantial part of its property or shall consent to any such relief or
         to the appointment of or taking possession by any such official in an
         involuntary case or other proceeding commenced against it or shall make
         a general assignment for the benefit of creditors or shall generally
         fail to pay its debts as they become due or shall take any corporate
         action to authorize any of the foregoing.

                  (iv) Any involuntary proceeding shall be commenced against
         Debtor seeking liquidation, reorganization, or other relief with
         respect to it or its debts under any bankruptcy, insolvency, or other
         similar law now or hereafter in effect, (or seeking the appointment of
         a trustee, receiver, liquidator, custodian, or other similar official
         for it or substantial part of its property, and such involuntary
         proceeding shall remain undismissed and unstayed for a period of thirty
         (30) days.

                  (v) Except for those items of indebtedness in existence as of
         this date in excess of $50,000 and past due, as set forth in the
         attached Exhibit B, Debtor shall default in the payment of any of its
         indebtedness in excess of $50,000 beyond any applicable grace period,
         or shall default in its performance of any agreement binding upon it or
         its property.

                  (vi) This Note shall cease to be in full force and effect or
         shall be declared null and void or the validity or enforceability
         hereof shall be contested or challenged by Debtor or any of its
         officers, directors or shareholders, or Debtor shall deny that it has
         any further liability or obligation under this Note.



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4. Remedies. Upon the occurrence of any Event of Default, the holder hereof may,
at its option, declare the entire unpaid principal of this Note plus all
interest accrued thereon immediately due and payable without notice, demand or
presentment, all of which are hereby waived, and upon such declaration, the same
shall become and shall be immediately due and payable. In such event, the holder
hereof shall have the right to offset against this Note any sum or sums owed by
the holder hereof to Debtor. Failure of the holder hereof to exercise this
option shall not constitute a waiver of the right to exercise the same upon the
occurrence of a subsequent Event of Default. If the holder hereof expands any
effort in any attempt to enforce payment of all or any part or installment of
any sum due the holder hereunder, or if this Note is placed in the hands of an
attorney for collection, or if it is collected through any legal proceedings,
Debtor agrees to pay all collection costs and fees incurred by the holder,
including reasonable attorneys' fees.
5. Waiver of Notice, Presentment, etc. Debtor waives notice, presentment, demand
for payment, protest, notice of protest and nonpayment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace, and all other formalities of any kind, and
consents to all extension without notice for any period or periods of time and
partial payments, before or after demand for payment, and any impairment of any
collateral securing this Note, all without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or more
of the foregoing parties without notice to any other party, and to grant any
such party any extensions of time for payment of any of said indebtedness, or to
release or substitute part of all of the collateral securing this Note, or to
grant any other indulgences or forebearances whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.

6. Amendment and Waiver. Except as otherwise expressly provided herein, the
provisions of this Note shall not be amended and Debtor shall not take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, unless Debtor has received prior written consent from the
Lender.

7. Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of California and the applicable laws of the United
States of America. This Note is performable in Santa Clara County, California.
Any action or proceeding under or in connection with this Note against Debtor or
any other party ever liable for payment of any sums of money payable on this
Note shall be brought in any state or federal court in Santa Clara County,
California. Debtor and Lender each hereby irrevocably (i) submits to the
exclusive jurisdiction of such courts, and (ii) waives any objection it may now
or hereafter have as to the venue of any such action or proceeding brought in
such court or that such court is an inconvenient forum.

8. Severability. Should any provision of this Note be declared or be determined
by any court to be invalid, illegal or unenforceable, such provision shall be
severable from the remainder of this Note, and the legality, validity and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

9. Assignment. The rights of Lender under this Note may be assigned within the
sole and absolute discretion of Lender without consent of or prior notice to
Debtor.

10. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND
DELIVERED BY DEBTOR IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE
EMBODY THE FINAL, ENTIRE AGREEMENT OF DEBTOR AND THE LENDER WITH RESPECT TO THE
INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT BE CONTRADICTED
OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF DEBTOR AND THE LENDER. THERE ARE NO ORAL AGREEMENTS BETWEEN
DEBTOR AND THE LENDER.

         IN WITNESS WHEREOF, Debtor has caused a duly authorized officer to
execute and deliver this Note as of the date first written above.

                                       Debtor

                                    Network Storage Solutions, Inc.


                                    -------------------------------
                                    Tom Makmann, President


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                                    Exhibit A
                                Letter of Intent


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                                    Exhibit B
                         Existing Items of Indebtedness