EXHIBIT 10.2
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                      [LETTERHEAD OF CHICAGO PARTNERS, LLC]


                                November 2, 2004

Ronald Helm, CEO
Pacific Biometrics, Inc.
220 West Harrison Street
Seattle, WA 98119

RE:     Pacific Biometrics, Inc.

Dear Mr. Helm:

We are pleased Pacific Biometrics, Inc. ("Client") has retained Chicago
Partners, LLC ("CP") to provide consulting expert services and backup support
service(s) in the above-captioned matter.

Michael Hartzmark ("Expert") will provide consulting expert services to you as
you request and will testify, if you so request. Expert understands that Client
is interested in obtaining Expert's honest, independent, expert opinion on
matters at issue in the dispute, undistorted by any concern regarding the impact
of Expert's opinion on the dispute's outcome. Expert will report to you verbally
on the progress of work and on findings. Should Expert require backup support in
order to handle tasks efficiently that you assign, he/she will use the support
services of CP. If highly specialized backup support is required, which cannot
reasonably be provided by the support staff of CP, Expert, in consultation with
you, may employ additional support personnel.

Client shall compensate CP for services provided, which shall include Expert
fees, CP backup support hourly fees, and reimbursable costs and expenses.
Michael Hartzmark's hourly fee is $360.00. CP's fees will be paid in full
regardless of the opinions rendered or the outcome of this matter. CP's current
rates are: Research Analyst, $60-$150 per hour; Associate, $150-$250 per hour;
Economist/Director, $225-$350 per hour; Principal, $300-$700 per hour. Bills
will be sent on a monthly basis in the amount of $10,000 for 30 hours of Michael
Hartzmark's time. If the time associated with this engagement should exceed 30
hours per month, the next month's invoice will reflect a charge of $360.00 per
hour for the excess time. The bills will provide sufficient detail to allow
Client to identify other services rendered and expenses incurred. Bills may be
sent more frequently. CP's billing statements shall be paid within thirty (30)
days of the statement date.

Outstanding bills must be brought current prior to the delivery of a written
report or affidavit or testimony of any kind. CP reserves the right to
discontinue all work if any bill is unpaid for 60 days. Any such discontinuance
shall not relieve Client of its obligation to pay all amounts due to CP. This
engagement may be terminated upon written notice by Client, CP or Expert;
provided, however, that any such termination shall not relieve Client of its
obligation to pay all amounts due to CP.

In the event CP is requested pursuant to subpoena or other legal process to
produce or disclose any documents or other information relating to engagements
for Client in judicial or administrative proceedings to which CP is not a party,
Client shall reimburse CP at standard billing rates for its professional time
and expenses, including reasonable attorneys' fees, incurred in responding to
such requests.

The work undertaken by Expert and CP in connection with this action is being
done for and under the direction of Client and, accordingly, is part of Client's
work-product. All documents provided to or prepared by Expert or CP are the
property of Client and will not be destroyed by Expert or CP without Client's
authorization. CP shall not disclose any confidential or privileged information
to any third party; provided, however, that CP may disclose confidential or
privileged information (a) to CP's employees or agents who are to provide
services under this agreement, (b) to the expert consultant(s) who provide
services pursuant to this agreement, (c) with Client's written consent, and (d)
when legally required to do so. The parties hereto agree that confidential and
proprietary information will not be construed to include information that is
available from public sources. Expert will not publish any article that
discloses confidential or proprietary information.

Any controversy, dispute, or claim of whatever nature arising out of, in
connection with, or in relation to the interpretation, performance or breach of
this agreement, including any claim based on contract, tort, or statute, shall
be resolved at the request of any party to this agreement, by final and binding
arbitration conducted at a location determined by the arbitrator in Chicago,
Illinois administered by and in accordance with the then existing Rules of
Practice and Procedure of the American Arbitration Association, and judgment
upon any reward rendered by the arbitrator may be entered by any State or
Federal Court having jurisdiction thereof.

You will indemnify us, our owners, employees and agents against all costs,
damages and liabilities (including reasonable attorneys' fees and costs)
associated with any third-party claim, relating to or arising as a result of
this engagement or your use of any deliverables.

Our total liability relating to this engagement will in no event exceed an
amount equal to the fees we receive for the phase of the engagement giving rise
to liability, and will not include any special, consequential, incidental or
exemplary damages or loss (nor any lost profits, savings or business
opportunity).

In any arbitration between the parties, the prevailing party shall be entitled
to reasonable attorneys' fees and costs incurred in enforcing this agreement
through arbitration and reasonable attorneys' fees and costs incurred in
appealing or enforcing any judgment entered by the arbitrator in any court
having jurisdiction.

Please sign this letter to confirm this agreement and return one copy to me.

Sincerely,

Chicago Partners, LLC

/s/  Jill J. Meyers
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     Practice Manager


AGREED AND ACCEPTED:

Pacific Biometrics, Inc.


By  /s/ Ronald R. Helm                         Dated     November 5, 2004
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