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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 0000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000; and GoNow
Financial Network, Inc. A Nevada corporation, hereinafter referred to as
"GONOW," with its principal offices at 000 0xx Xxxxxx Xxxxx 0000, Xxx Xxxxxxxxx
Xxxxxxxxxx 00000.
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 Xxxx X. Xxxxx,
President. The Contact Person for GONOW is Xxxxx X. Xxxxxx, President & CEO
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.
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.
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.
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.
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.
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.
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.
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.
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:
--------------------------------------------- ------------------------------
Xxxx X. Xxxxx Xxxxx X. Xxxxxx
President President & CEO
WIRING INSTRUCTIONS
BANK OF AMERICA
ABA#000000000
GONOW FINANCIAL NETWORK, INC.
ACCT#0099723212
XXX XXXXXXXXX, XX 00000
ALL FEES TO BE WIRED TO THIS ACCOUNT
