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EXHIBIT 1.1

PACIFIC BIOMETRICS, INC.
PLACEMENT AGENT AGREEMENT

Joseph Carl Securities, Inc.
11256 E. Palomino Rd.
Scottsdale, AZ 85259
Attention: Casey C. Strunk, Chief Executive Officer

Dear Mr. Strunk:

Pacific Biometrics, Inc., a Delaware corporation (the Company), proposes
to offer and sell to selected accredited purchasers upon the terms and subject
to the conditions set forth in the Companys Private Placement Memorandum
(PPM) up to 1,166,666 shares of the Companys Series B convertible 8%
preferred stock (Preferred Stock) at $3.00 per share to raise up to
$5,000,000, all as more particularly described in the PPM. Each share of
Preferred Stock is convertible 12 months from the date of purchase into one
share of common stock on a share for share basis.

The Preferred Stock will carry a cumulative 8% per annum dividend. The
Company will have the right to redeem the Preferred Stock on 30 days notice at
any time after 12 months from purchase if the closing price of the Companys
common stock is $5.00 per share or more for a period of at least 10 trading
days prior to any notice of redemption. The Preferred stock will be subordinate
to currently authorized Series A preferred stock and senior to any other issued
or to be issued class of preferred stock.

1.     Appointment and Exclusivity. The Company hereby appoints Joseph Carl
Securities, Inc. (Placement Agent) as its exclusive placement agent in
connection with the offer and sale of the Preferred Stock for a period of 120
days from the effective date of this Agreement, and on a non-exclusive basis
thereafter. By its acceptance hereof, Placement Agent agrees to act in such
capacity and to use its best efforts to find purchasers for the Preferred Stock
in accordance with the terms and conditions of the PPM and this Agreement. The
offering of the Preferred Stock shall be on a best efforts no minimum basis.
The Placement Agent is not authorized to use any solicitation material other
than the PPM or other material furnished by the Company for such purpose.

2.     Private Placement. Offers and sales of the Preferred Stock will not be
registered under the Securities Act of 1933 (the Securities Act) and the
qualification requirements of state securities laws in reliance on the
exemption from registration or qualification for offers and sales made only to
accredited investors in accordance with the provisions of Regulation D, Rule
506 promulgated under the Securities Act. To the extent required by law, the
Company will file notices with the Securities and Exchange Commission on Form D
in the manner and within the times provided in Regulation D as well as notices
under state securities laws to perfect exemptions thereunder. Except in the
event this Agreement terminates without a purchase of the Preferred Stock, the
Company will not offer any securities of the same class as, or securities
similar to, the Preferred Stock for a period of six months from the last sale
of the Preferred Stock if such further offering might cause the offering of the
Preferred Stock to be deemed to be a public offering or otherwise integrated
under the Securities Act. Placement Agent will furnish prospective accredited
investors with a PPM which shall include copies of all of the Companys filings
under the Securities Exchange Act of 1934 (Exchange Act) made within 12
months from the date hereof (the SEC Reports) and such further documents as
are designated by the Company for delivery to prospective investors (the
Disclosure Documents). All Disclosure Documents shall contain such materials
and information, and shall be in such form, as counsel for the Company shall
deem necessary or advisable. The accuracy and completeness of the Disclosure
Documents shall be the responsibility of the Company.

3.     Representations and Warranties of the Company. The Company represents
and warrants to Placement Agent that:

3.1 The Company has been duly formed and is validly existing as a
Corporation company under the laws of the State of Delaware, has full power to
own or lease its properties and conduct its business as

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described in the SEC Reports and has full power to enter into this Agreement
and to carry out all the terms and provisions hereof to be carried out by it.

3.2 Except as otherwise expressly disclosed in the PPM, the Company has an
authorized, issued and outstanding capitalization as set forth in the SEC
Reports. The shares of Preferred Stock being offered for sale in the offering,
when issued and after payment therefor, will be duly authorized, validly
issued, fully paid and nonassessable.

3.3 Except as described in the SEC Reports or otherwise expressly
disclosed in the PPM, there are no outstanding (i) securities or obligations of
the Company convertible into or exchangeable for any securities of the Company,
(ii) warrants, rights or options to subscribe for or purchase from the Company
any such securities or any such convertible or exchangeable securities or
obligations, or (iii) obligations of the Company to issue such securities, any
such convertible or exchangeable securities or obligations, of any such
warrants, rights or obligations.

3.4 The Company has not and will not, through the date of the PPM, (i)
sold, bid for, purchased, attempted to induce any person to purchase, or paid
anyone any compensation for soliciting purchases of, the Preferred Stock or
(ii) paid or agreed to pay to any person any compensation for soliciting
another to purchase any other securities of the Company (except for the sale of
Preferred Stock by the Company under this Agreement).

3.5 The financial statements and schedules of the Company included in the
SEC Reports fairly present the financial position of the Company and the
results of operations and changes in financial condition as of the dates and
periods therein specified.

3.6 The execution and delivery of this Agreement and consummation of the
transactions contemplated herein have been duly authorized by the Company and
this Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms hereof, except as
may be limited by public policy considerations.

3.7 The issuance, offering and sale of the Preferred Stock by the Company
pursuant to the PPM, the compliance by the Company with the other provisions of
this Agreement and the consummation of the other transactions herein
contemplated do not (i) require the consent, approval, authorization,
registration or qualification of or with any governmental authority, except
such as have been or will be obtained, such as may be required under state
securities or blue sky laws, or (ii) conflict with or result in a breach or
violation of any of the terms and provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, lease or other material agreement or
instrument by which the Company is bound, or the certificate of incorporation
or bylaws of the Company, or any statute or any judgment, decree, order, rule
or regulation of any court or other governmental authority or any arbitrator
applicable to the Company.

3.8 Subsequent to the respective dates as of which information is given in
the SEC Reports and except as otherwise expressly disclosed in the PPM: (i) the
Company has not incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction not in the ordinary
course of business except as described in the SEC Reports; (ii) the Company has
not purchased any of its outstanding securities, nor declared, paid or
otherwise made any dividend or distribution of any kind on its securities; and
(iii) there has not been any material change in the securities, short-term debt
or long-term debt of the Company, except in each case as described in the SEC
Reports.

3.9 Except as set forth in the SEC Reports, the Company is not in breach
of any term or provision of its corporate charter; no default exists, and no
event has occurred which with notice or lapse of time or both, would constitute
a default, in the due performance and observance of any term, covenant or
condition of any indenture, mortgage, deed of trust, lease, note, bank loan or
credit agreement or any other agreement or instrument to which the Company or
its properties may be bound or affected in any respect which would have a
material adverse affect on the condition (financial or otherwise), business,
properties, prospects, net worth or result of operations of the Company.
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3.10 To the Companys knowledge it is not in violation of any laws,
ordinances, governmental rules or regulations to which it is subject which
would have a material adverse effect on the condition (financial or otherwise),
business, properties, prospects, net worth or results of operations of the
Company.

3.11 As of the date of the respective SEC Report, the SEC Reports do not
misstate a material fact or omit to state a material fact necessary to make
other statements therein not misleading in light of the circumstances in which
they were made. Following the date of this Agreement and during the Offering,
the Company will file with the SEC all required SEC Reports, and such SEC
Reports will not misstate a material fact or omit to state a material fact
necessary to make other statements therein not misleading in light of the
circumstances in which they are made.

3.12 At all times subsequent to the date of this Agreement and up to and
including the completion of the sale of the Preferred Stock, the
representations and warranties made in this Section 3 will be true and correct
with the same effect as if they had been made on and as of such time, except as
may subsequently be disclosed in writing to Placement Agent.

4.     Sale of the Preferred Stock.

4.1 The subscription documents included in the PPM must be completed by
each subscriber and returned by Placement Agent, together with any other
documents that may be required under state or federal securities laws, to the
Company at the address specified in the subscription documents or PPM.
Placement Agent shall ascertain that the subscription documents have been
properly completed in full prior to their return.

4.2 The Company shall have the right to accept or reject any and all
subscriptions, in its sole and absolute discretion. Upon receipt of
subscription documents, the Company will determine promptly (and in any event
within five business days after such receipt) whether to accept the proposed
subscriber. Should the Company determine to reject any subscription, it will
promptly notify Placement Agent in writing. Placement Agent shall then notify
the subscriber of such determination and will promptly return the tendered
subscription documents and the purchase price of the Preferred Stock directly
to the subscriber.

4.3 Placement Agent shall promptly deliver the funds it receives from the
sale of the Preferred Stock to the Company after notice from the Company of
acceptance of the subscriptions. The Company will use its reasonable best
efforts to tender commissions to Placement Agent within two business days
following receipt of each subscription document and the purchase price from
Placement Agent.

5.     Compensation. For its services as Placement Agent in soliciting and
obtaining purchasers of the Preferred Stock, the Company shall pay Placement
Agent (i) a selling commission of 8 percent, and (ii) a nonaccountable expense
of 2%, all computed upon the gross offering proceeds realized from the sale of
Preferred Stock sold by Placement Agent, its syndicate members on behalf of the
Company. In addition, the Placement Agent shall receive one common stock
purchase warrant (Placement Agent Warrants) for each 10 shares of Preferred
Stock sold by Placement Agent or any other party during the initial 120 days
following the execution hereof. Each such Placement Agent Warrant shall entitle
the Placement Agent to purchase one share of common stock from the Company for
$3.00 per share at any time until January 31, 2005.

The Company shall pay a $20,000 nonrefundable advance against the 2%
nonaccountable expense allowance described above. Placement Agent shall be
entitled to retain this advance to offset its expenses regardless of whether
any Preferred Stock is sold in the offering.

6.     Further Agreements of the Company.

6.1 The Company covenants and agrees that it will pay or cause to be paid
all blue sky filing and legal fees, if any.

6.2 If at any time during the selling period set forth in the PPM any
event shall have occurred as a result of which, in the opinion of counsel for
the Company, the Disclosure Documents including the PPM include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or

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necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time
to amend the Disclosure Documents including the PPM to comply with the
Securities Act, the Company will promptly prepare and deliver to Placement
Agent an appropriate amendment or supplement to the Disclosure Documents.

6.3 The Company will deliver to Placement Agent from time to time without
charge as many copies of the Disclosure Documents and PPM as Placement Agent
may reasonably request.

6.4 Placement Agent shall promptly notify the Company, in advance, of each
state or other jurisdiction in which it proposes to solicit potential investors
for the offering, so that the Company may comply with requirements under
applicable securities laws. Placement Agent and the Company shall mutually
agree as to the state or other jurisdictions in which to make offers or sales
of the Preferred Stock. The Company will use its best efforts to qualify the
Preferred Stock for sale, or perfect exemptions from the qualification of the
Preferred Stock for sale, in such jurisdiction as Placement Agent and the
Company agree and will continue such qualifications or exemptions so long as
required for the offering of the Preferred Stock as contemplated herein. The
Company and Placement Agent each covenants and agrees that neither party nor
any officer, director, shareholder, partner or employee of such party will make
any offer or sale of the Preferred Stock unless such offer or sale is made in
compliance with the Securities Act, and the rules and regulations thereunder,
and applicable Blue Sky securities laws.

6.5 For the period from the date of this Agreement through the selling
period which ends 120 days from the date of execution of this Agreement, the
Company will not issue any securities for cash except for (a) securities issued
or issuable pursuant to exercise of currently outstanding stock options,
warrants, rights or other securities exercisable into securities of the
Company, and (b) securities issued or issuable as a component of any business
relationship with another entity for the purpose of (i) joint venture,
marketing, licensing or development activities, (ii) distribution, supply or
manufacture of the Companys products or services or (iii) any other
arrangements involving corporate partners that are primarily for purposes other
than raising capital, the terms of which business relationship with such entity
are approved by the Companys board of directors.

6.6 The Company agrees that the PPM shall be prepared by Placement Agents
counsel on behalf of the Placement Agent and that the Company shall retain its
own counsel to represent it in connection with review of the PPM and this
Agreement, any blue sky applications, the offering of the Preferred Stock and
the preparation of all corporate documents necessary to complete the offering,
including creation of the Preferred Stock and the required Preferred Stock
certificate of designation. The Company acknowledges that the Placement Agents
counsel is not acting as counsel for the Company and such counsel owes a duty
of loyalty only to the Placement Agent.

6.7 The Company agrees that if, at any time and from time to time during
the life of the Placement Agent Warrants, the Company proposes to file a
registration statement under the Securities Act for a registration of its
common stock in connection with the public offering of such common stock solely
for cash (other than a registration relating solely to the sale of securities
to participants in a Company stock plan or employee benefit plan, or a
transaction covered by Rule 145 under the Securities Act, or a registration in
which the only stock being registered is common stock issuable upon conversion
of debt securities which are also being registered), the Company shall, at such
time, promptly give notice to the holders of Placement Agent Warrants (each, a
Holder) of such registration. Upon the written request the Holders of a
majority of the Placement Agent Warrants given within 20 days after mailing of
such notice by the Company, the Company will include the shares underlying the
Placement Agent Warrants in such registration statement; provided, however,
that in connection with any offering involving an underwriting of shares of the
Companys capital stock, the Company shall not be required to include any of
such Holders securities in such underwriting unless such Holder accepts the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Company. All expenses other than underwriting discounts and commissions
incurred in connection with registration pursuant to this Section 6.7 for each
such Holder, including the registration, filing, and qualification fees,
printers and accounting fees, fees and disbursements of counsel for the
Company shall be borne by the Company. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 6.7
with respect to the registration of securities of any such Holder that such
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Holder shall furnish to the Company such information regarding itself, the
securities held by it, and the intended method of disposition of such
securities as shall be required to effect the registration of such Holders
securities. To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
has signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon any of the
following statements, omissions or violations (collectively a Violation), in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with information furnished by such Holder
expressly for use in connection with such registration: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law; and each such Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
Section 6.7, in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, that in no event shall any
indemnity under this Section 6.7 exceed the net proceeds from the offering
received by such Holder, except in the case of willful fraud by such Holder.

7.     Agreements and Representations and Warranties of Placement
Agent.

7.1 Placement Agent covenants and agrees that it will pay or cause to
be paid (i) all fees and expenses associated with its counsel, (ii) all PPM
printing costs, (iii) all out of pocket expenses or other costs associated with
marketing the Preferred Stock.

7.2 Placement Agent covenants and agrees to comply with all applicable
requirements of the Securities Act, the Exchange Act, applicable Blue Sky
securities laws and the published rules and regulations thereunder (including
but not limited to, Sections 3(b), 4(2) and 4(6) of the Securities Act and
Rules 505 and 506 thereunder, and the Rules of Fair Practice of the National
Association of Securities Dealers (NASD). Placement Agent confirms that
Placement Agent is registered as a broker-dealer and is in good standing under
the Exchange Act and the securities laws of each state in which offers or sales
of the Preferred Stock will be made by Placement Agent. Placement Agent also
confirms that Placement Agent is a member in good standing of the NASD.
Placement Agent agrees that it will re-allow commissions only to other
broker-dealers who are members of the NASD, in such amounts as shall be
determined by the Placement Agent.

7.3 Placement Agent is not authorized to act as agent of the Company in
any connection or transaction, and Placement Agent agrees not to act as such
agent or purport to do so without the prior written approval of the Company.
Placement Agent agrees that if and when the Company supplies Placement Agent
with copies of any supplement to the Disclosure Documents, Placement Agent will
affix such copies of such supplement to copies of the Disclosure Documents
already in Placement Agents possession, and that thereafter Placement Agent
will only distribute offering materials containing such supplement and that
Placement Agent will accept subscriptions only from investors who have received
a copy of the PPM and the Disclosure Documents containing such supplement.
Placement Agent further agrees to comply with all instructions from the Company
concerning the destruction of out-dated Disclosure Documents and the use of
supplemental or amended PPMs or Disclosure Documents.

7.4 Placement Agent will not sell the Preferred Stock pursuant to this
Agreement unless the PPM and Disclosure Documents and any amendments or
supplements thereto are furnished to the subscriber a reasonable time prior to
sale of the Preferred Stock.

7.5 Placement Agent will use its best efforts to select investors who it
reasonably believes meet the investor suitability requirements which are set
forth in the PPM and subscription documents and which are confirmed by the
investors by execution of the subscription documents. Placement Agent will, for
a period of two
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years, maintain in Placement Agents files a copy of all subscription
documents. Placement Agent will not use general solicitation or advertising in
connection with the offering of Preferred Stock. Placement Agent will use its
best efforts to provide the Company, on at least a bi-weekly basis, with an
oral or written report providing in reasonable detail a description of
Placement Agents progress in fulfilling its obligations and performing the
services hereunder.

7.6 Placement Agent represents and warrants to Company that:



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| | (a) Placement Agent has been duly formed and is validly existing as
a corporation under the laws of the state of its incorporation, and has
full power to enter into this Agreement and to carry out all the terms
and provisions hereof to be carried out by it.



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| | (b) Placement Agent will not make any material representations
concerning the offering, the Preferred Stock or the Company that are not
contained in the Disclosure Documents or in other written materials
approved in advance and in writing by the Company.



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| | (c) The execution and delivery of this Agreement and consummation of
the transactions contemplated herein, including the performance by
Placement Agent of its obligations hereunder, have been duly authorized
by Placement Agent and this Agreement has been duly executed and
delivered by Placement Agent and constitutes the legal, valid and binding
obligations of Placement Agent, enforceable against Placement Agent in
accordance with the terms hereof, except as may be limited by public
policy considerations.



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| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) The performance by Placement Agent of its obligations hereunder
will not conflict with or result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, lease or other material agreement or instrument
by which Placement Agent is bound, or the articles of incorporation or
bylaws of Placement Agent, or any statute or any judgment, decree, order,
rule or regulation of any court or other governmental authority or any
arbitrator applicable to Placement Agent.

8.     Indemnification.

8.1 The Company agrees to indemnify and hold harmless Placement Agent,
each of its officers and directors and each person who controls Placement Agent
within the meaning of Section 15 of the Securities Act against any losses,
claims, damages or liabilities, including reasonable attorneys fees, to which
Placement Agent or such controlling persons may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statements of a material fact contained
in the PPM or furnished by the Company to the Placement Agent for use in
selling the Preferred Stock, or (ii) the omission or alleged omission to state
in the PPM or Disclosure Documents or any amendment or supplement thereto, a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse Placement Agent and each such
controlling person for any reasonable legal or other expenses reasonably
incurred by Placement Agent or such controlling person in connection with
defending any such claim, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company by
Placement Agent specifically for use with reference to Placement Agent in the
preparation of the PPM or Disclosure Documents or any amendment thereof or
supplement thereto. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

8.2 Placement Agent agrees to indemnify and hold harmless the Company,
each of its officers and directors, and each person who controls the Company
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, including attorneys fees, to which the Company
or such person or control persons may become subject, under the Securities Act
or otherwise insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the PPM or Disclosure
Documents or any amendment or supplement
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thereto, or (ii) the omission or alleged omission to state in the PPM or
Disclosure Documents or any amendment or supplement thereto, a material fact
required to be stated therein or necessary to make the statements therein not
misleading; in each case as to subparagraphs (i) and (ii) above to the extent,
but only to the extent, that such untrue statement or alleged untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by Placement Agent or on Placement Agents behalf specifically for use
with reference to Placement Agent in the preparation of the PPM or Disclosure
Documents or any such amendment thereof or supplement thereto; or (iii)
Placement Agents failure to comply with the provisions of Paragraph 7 of this
Agreement; and will reimburse any legal or other expenses reasonably incurred
by the Company in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement will be in
addition to any liability which Placement Agent may otherwise have.

8.3 Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under
this Section 8, notify in writing the indemnifying party of the commencement
thereof, and the omission to so notify the indemnifying party will relieve it
from any liability under this Section 8 as to the particular item for which
indemnification is then being sought, but not from any other liability which it
may have to any indemnified party. In case any such action is brought against
any indemnified party, and it notified an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and, to the extent that it may wish, jointly with any other
indemnifying party, similarly notified, to assume the defense thereof, with
counsel who shall be to the reasonable satisfaction of such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election to so assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. Any such
indemnifying party shall not be liable to any such indemnified party on account
of any settlement or any claim or action effected without the consent of such
indemnifying party (which consent shall not be unreasonably withheld).

9.     Effective Date and Termination. This Agreement shall become effective
upon the date of acceptance and execution of this Agreement by Placement Agent,
as set forth on the signature page hereto. This Agreement may be terminated by
Placement Agent at Placement Agents option by giving notice to the Company if
the Company shall have become a defendant in any litigation which, in Placement
Agents opinion, may reasonably be expected to result in a judgment having
materially adverse consequences for the Company or there shall have been, since
the respective dates of which information is given in the PPM or Disclosure
Documents, any material adverse change in the condition, financial or
otherwise, of the Company, which change in Placement Agents judgment shall
render it inadvisable to proceed with the delivery of the Preferred Stock.
This Agreement may be terminated by either Placement Agent or the Company at
either such partys option by giving notice to the other party if: (a) there
shall have been any major catastrophe, substantial change in national
international or world affairs, national calamity, act of God, or other event
or occurrence which, in Placement Agents judgment, will materially disrupt the
financial markets of the United States, or (b) trading in securities in general
on the New York Stock Exchange shall have been suspended, or (c) a general
banking moratorium shall have been declared by federal or state authorities.
Any termination of this Agreement pursuant to this Section 9 shall be without
liability of the Company to Placement Agent and without liability on Placement
Agents part to the Company. Unless earlier terminated or unless extended in
writing by agreement of the parties, this Agreement shall expire on the earlier
of 120 days from the date of execution of this Agreement or the completion of
the offering of the Preferred Stock.

10.     Survival of Indemnities, Warranties and Representations. The
respective indemnity agreements of the Company and Placement Agent contained in
Paragraph 8 hereof, and the representations and warranties of the Company set
forth in Paragraph 3 hereof and of Placement Agent set forth in Paragraph 7
hereof, shall remain operative and in full force and effect, regardless of any
termination or expiration of this Agreement or any investigation made by or on
delivery of and payment for the Preferred Stock, and any successor of Placement
Agent or the Company or of any such controlling person or any legal
representative of any such controlling person, as the case may be, shall be
entitled to the benefit of the respective indemnify agreements.

11.     Notices. Except as otherwise provided in this Agreement, (a) whenever
notice is required by the provisions of this Agreement or otherwise to be given
to the Company, such notice shall be in writing addressed to

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the Company at the address indicated in the PPM and (b) whenever notice is
required by the provisions of this Agreement or otherwise to be given to
Placement Agent, such notice shall be in writing addressed to Placement Agent
at the address set forth on the first page of this Agreement. Any notice
referred to herein may be given in writing or by facsimile or telephone and if
by telephone shall be immediately confirmed in writing. Notice shall be
effective upon mailing or facsimile transmission as the case may be.

12.     Persons Entitled to Benefit of Agreement. This Agreement is made
solely for the benefit of Placement Agent, the Company, and their respective
successors and assigns.

13.     Confidentiality. The parties acknowledge that the Offering is
intended to be made pursuant to publicly available information about the
Company, pursuant to the SEC Reports and PPM. However, during the course of
the Offering, its due diligence investigation and any meetings with the
Company, Placement Agent may have access to or gain knowledge of certain
non-public information of the Company and its customers. Placement Agent
agrees that all non-public information of the Company are valuable and
confidential assets of the Company, including, without limitation, and
irrespective of the form of communication, information relating to customer
lists, bidding procedures, intellectual property, patents, trademarks, trade
secrets, financing techniques and sources, unannounced product plans, business
plans, promotional and marketing strategies and activities, and such financial
statements of the Company as are not available to the public, and any
third-party information that the Company is obligated to keep confidential.
Placement Agent, its officers, directors, employees, agents and members
(Representatives) shall hold all such information provided to Placement Agent
in trust and confidence for the Company and shall not use or disclose any such
information for other than solely in connection with performance of its
services hereunder and shall be liable for damages incurred by the Company as a
result of the use or disclosure of such information by Placement Agent or its
Representatives for any purpose other than in connection with performance of
its services hereunder, during the term of this Agreement or after the
termination or expiration thereof, except (i) where such information is
publicly available or later becomes publicly available other than through a
breach of this Agreement, or (ii) where such information is subsequently
lawfully obtained by Placement Agent from a third party, or (iii) if such
information is known to Placement Agent prior to the execution of this
Agreement, or (iv) as may be required by law. Placement Agent also
acknowledges and agrees that it is aware (and that it will take commercially
reasonable steps to inform its Representatives with access to any of the
Company confidential information) of the restrictions imposed by the U.S.
federal securities laws on a person possessing material non-public information
about a public company. The Company shall be entitled to equitable relief in
court (in addition to any other relief at law or equity), including, but not
limited to, temporary restraining orders, preliminary injunctions, and
permanent injunctions, without the necessity of posting bond or security
against the actual or threatened breach of this Section 13 or the continuation
of any such breach by Placement Agent, without the necessity of proving actual
damages.

14.     Independent Contractor. It is expressly understood and agreed that
Placement Agent shall, at all times, act as an independent contractor with
respect to the Company and not as an agent of the Company, and nothing
contained in this Agreement shall be construed to create a joint venture,
partnership, association or other affiliation, or like relationship, between
the parties. Placement Agent shall be responsible for all income taxes,
unemployment taxes, social security taxes, workers compensation insurance and
other taxes, expenses or deductions arising out of the services rendered by
Placement Agent or its employees or agents to the Company. It is specifically
agreed that the relationship is and shall remain that of independent parties to
a contractual relationship and that Placement Agent shall have no right to bind
the Company in any manner. In no event shall either party be liable for the
debts or obligations of the other except as otherwise specifically provided in
this Agreement.

15.     Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.

16.     Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Washington, without application of the
principles of conflicts of laws.

[Remainder of Page Intentionally Blank; Signature Page Follows]

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##### 



Please confirm your agreement to become Placement Agent under the terms
and conditions herein set forth by signing and returning the enclosed duplicate
copy of this Agreement at once to the Company.

|                                 |  |                                          |  |                          |  |                                        
|-------------------------------- |  | ---------------------------------------- |  | ------------------------ |  | ---------------------------------------
|                                 |  |                                          |  | Very truly yours,       
|                                 |  |                                          |  |                          |  |                                        
|                                 |  |                                          |  | PACIFIC BIOMETRICS, INC.
|                                 |  |                                          |  |                          |  |                                        
|                                 |  |                                          |  | By:                      |  | /s/ Ronald R. Helm                     
|                                 |  |                                          |  |                          |  |                                        
|                                 |  |                                          |  |                          |  | Ronald R. Helm, Chief Executive Officer
|                                 |  |                                          |  |                          |  |                                        
|AGREED AND ACCEPTED:             |  |                                          |  |                         
|                                 |  |                                          |  |                          |  |                                        
|JOSEPH CARL SECURITIES, INC.     |  |                                          |  |                         
|                                 |  |                                          |  |                          |  |                                        
|By:                              |  | /s/ Casey C. Strunk                      |  |                          |  |                                        
|                                 |  |                                          |  |                          |  |                                        
|                                 |  | Casey C. Strunk, Chief Executive Officer |  |                          |  |                                        
|                                 |  |                                          |  |                          |  |                                        
|Effective Date: February 3, 2003 |  |                                          |  |                         

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