EX-10..6






REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of January
31, 2005, by and between Pacific Biometrics, Inc., a Delaware corporation (the “Company”), and
Laurus Master Fund, Ltd. (the “Purchaser”).



This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and
pursuant to the Note and the Warrants referred to therein.




The Company and the Purchaser hereby agree as follows:



1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Securities Purchase Agreement shall have the meanings given such terms in the
Securities Purchase Agreement. As used in this Agreement, the following terms shall have the
following meanings:




"Commission” means the Securities and Exchange Commission.




"Common Stock” means shares of the Company’s common stock, par value $0.01 per share.




"Effectiveness Date” means June 1, 2005.




"Effectiveness Period” shall have the meaning set forth in Section 2(a).



"Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.



"Filing Date” means, with respect to the Registration Statement required to be filed
hereunder, a date no later than March 15, 2005 and with respect to shares of Common Stock issuable
to the Holder as a result of adjustments to the Fixed Conversion Price made pursuant to Section 3.4
of the Secured Convertible Term Note or Section 4 of the Warrant or otherwise, sixty (60) days
after the occurrence such event or the date of the adjustment of the Fixed Conversion Price.



"Holder” or “Holders” means the Purchaser or any of its affiliates or transferees to the
extent any of them hold Registrable Securities.




"Indemnified Party” shall have the meaning set forth in Section 5(c).




"Indemnifying Party” shall have the meaning set forth in Section 5(c).




"Note” has the meaning set forth in the Securities Purchase Agreement.



"Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced or
threatened.



"Prospectus” means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the Registration Statement,
and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.



"Registrable Securities” means the shares of Common Stock issuable upon the conversion of the
Note and exercise of the Warrants.



"Registration Statement” means each registration statement required to be filed hereunder,
including the Prospectus, amendments and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration statement.



"Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



"Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



"Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.




"Securities Act” means the Securities Act of 1933, as amended, and any successor statute.



"Securities Purchase Agreement” means the agreement between the parties hereto calling for the
issuance by the Company of $1,500,000 of convertible Note plus Warrants.



"Trading Market” means any of the NASD OTC Bulletin Board, NASDAQ SmallCap Market, the Nasdaq
National Market, the American Stock Exchange or the New York Stock Exchange.



"Warrants” means the Common Stock purchase warrants issued pursuant to the Securities Purchase
Agreement.




2. Registration.




(a) On or prior to the Filing Date the Company shall prepare and file with the
Commission a Registration Statement covering the Registrable Securities for an offering to
be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on
Form SB-2 (except if the Company is not then eligible to register for resale the
Registrable Securities on Form SB-2, in which case such registration shall be on another
appropriate form in accordance herewith). The Company shall cause the Registration
Statement to become effective and remain effective as provided herein. The Company shall
use its reasonable commercial efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing thereof, but in
any event no later than the Effectiveness Date. The Company shall use its reasonable
commercial efforts to keep the Registration Statement continuously effective under the
Securities Act until the date which is the earlier date of (i) when all Registrable
Securities have been sold or (ii) when all Registrable Securities may be sold immediately
without registration under the Securities Act and without volume restrictions pursuant to
Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s transfer agent and the
affected Holders or (iii) January 31, 2008 (the “Effectiveness Period”).




(b) If: (i) the Registration Statement is not filed on or prior to the Filing Date;
(ii) the Registration Statement is not declared effective by the Commission by the
Effectiveness Date; (iii) after the Registration Statement is filed with and declared
effective by the Commission, the Registration Statement ceases to be effective (by
suspension or otherwise) as to all Registrable Securities to which it is required to relate
at any time prior to the expiration of the Effectiveness Period (without being succeeded
immediately by an additional registration statement filed and declared effective) for a
period of time which shall exceed 30 days in the aggregate per year or more than 20
consecutive calendar days (defined as a period of 365 days commencing on the date the
Registration Statement is declared effective); or (iv) the Common Stock is not listed or
quoted, or is suspended from trading on any Trading Market for a period of three (3)
consecutive Trading Days (provided the Company shall not have been able to cure such
trading suspension within 30 days of the notice thereof or list the Common Stock on another
Trading Market); (any such failure or breach being referred to as an “Event,” and for
purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of
clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be)
is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day
period is exceeded, being referred to as “Event Date”), then until the applicable Event is
cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and
not as a penalty, equal to one and one half percent (1.50%) for each thirty (30) day
period (prorated for partial periods) on a daily basis of the original principal amount of
the Note. While such Event continues, such liquidated damages shall be paid not less often
than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has
been cured by the Company shall be paid within three (3) days following the date on which
such Event has been cured by the Company.




(c) Within three business days of the Effectiveness Date, the Company shall cause its
counsel to issue an opinion substantially in the form attached hereto as Exhibit A, to the
transfer agent stating that the shares are subject to an effective registration statement
and can be reissued free of restrictive legend upon notice of a sale by Laurus and
confirmation by Laurus that it has complied with the prospectus delivery requirements,
provided that the Company has not advised the transfer agent orally or in writing that the
opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c)
shall be delivered to Laurus within the time frame set forth above.



3. Registration Procedures. If and whenever the Company is required by the provisions
hereof to effect the registration of any Registrable Securities under the Securities Act, the
Company will, as expeditiously as possible:




(a) prepare and file with the Commission the Registration Statement with respect to
such Registrable Securities, respond as promptly as possible to any comments received from
the Commission, and use its best efforts to cause the Registration Statement to become and
remain effective for the Effectiveness Period with respect thereto, and promptly provide to
the Purchaser copies of all filings and Commission letters of comment relating thereto;




(b) prepare and file with the Commission such amendments and supplements to the
Registration Statement and the Prospectus used in connection therewith as may be necessary
to comply with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement and to keep such Registration
Statement effective until the expiration of the Effectiveness Period;




(c) furnish to the Purchaser such number of copies of the Registration Statement and
the Prospectus included therein (including each preliminary Prospectus) as the Purchaser
reasonably may request to facilitate the public sale or disposition of the Registrable
Securities covered by the Registration Statement;




(d) use its commercially reasonable efforts to register or qualify the Purchaser’s
Registrable Securities covered by the Registration Statement under the securities or “blue
sky” laws of such jurisdictions within the United States as the Purchaser may reasonably
request, provided, however, that the Company shall not for any such purpose be required to
qualify generally to transact business as a foreign corporation in any jurisdiction where
it is not so qualified or to consent to general service of process in any such
jurisdiction;




(e) list the Registrable Securities covered by the Registration Statement with any
securities exchange on which the Common Stock of the Company is then listed;




(f) immediately notify the Purchaser at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event of which
the Company has knowledge as a result of which the Prospectus contained in such
Registration Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing; and




(g) make available for inspection by the Purchaser and any attorney, accountant or
other agent retained by the Purchaser, all publicly available, non-confidential financial
and other records, pertinent corporate documents and properties of the Company, and cause
the Company’s officers, directors and employees to supply all publicly available,
non-confidential information reasonably requested by the attorney, accountant or agent of
the Purchaser.




It shall be a condition precedent to the obligation of the Company to take any action
pursuant to this Section with respect to the Registrable Securities of Purchaser that
Purchaser shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities as shall
be required to effect the registration of such Purchaser’s Registrable Securities.



4. Registration Expenses. All expenses relating to the Company’s compliance with
Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants for the Company,
fees and expenses (including reasonable counsel fees) incurred in connection with complying with
state securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of transfer agents and
registrars, fees of, and disbursements incurred by, one counsel for the Holders (to the extent such
counsel is required due to Company’s failure to meet any of its obligations hereunder), are called
“Registration Expenses”. All selling commissions applicable to the sale of Registrable Securities,
including any fees and disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called “Selling Expenses.” The Company shall only be responsible for
all Registration Expenses. Selling Expenses shall be for the account of the Holder.




5. Indemnification.




(a) In the event of a registration of any Registrable Securities under the Securities
Act pursuant to this Agreement, the Company will indemnify and hold harmless the Purchaser,
and its officers, directors and each other person, if any, who controls the Purchaser
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Purchaser, or such 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 any untrue
statement or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Securities were registered under the Securities Act
pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based upon 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, and will reimburse the
Purchaser, and each such person for any reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case if and to
the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by or on behalf of the Purchaser or any such person
in writing specifically for use in any such document.




(b) In the event of a registration of the Registrable Securities under the Securities
Act pursuant to this Agreement, the Purchaser will indemnify and hold harmless the Company,
and its officers, directors and each other person, if any, who controls the Company within
the meaning of the Securities Act, against all losses, claims, damages or liabilities,
joint or several, to which the Company or such 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 any untrue statement or alleged
untrue statement of any material fact which was furnished in writing by the Purchaser to
the Company expressly for use in (and such information is contained in) the Registration
Statement under which such Registrable Securities were registered under the Securities Act
pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based upon 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, and will reimburse the Company
and each such person for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage, liability or
action, provided, however, that the Purchaser will be liable in any such case if and only
to the extent that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by or on behalf of the
Purchaser specifically for use in any such document. Notwithstanding the provisions of
this paragraph, the Purchaser shall not be required to indemnify any person or entity in
excess of the amount of the aggregate net proceeds received by the Purchaser in respect of
Registrable Securities in connection with any such registration under the Securities Act.




(c) Promptly after receipt by a party entitled to claim indemnification hereunder (an
“Indemnified Party”) of notice of the commencement of any action, such Indemnified Party
shall, if a claim for indemnification in respect thereof is to be made against a party
hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the
Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party
shall not relieve it from any liability which it may have to such Indemnified Party other
than under this Section 5(c) and shall only relieve it from any liability which it may have
to such Indemnified Party under this Section 5(c) if and to the extent the Indemnifying
Party is prejudiced by such omission. In case any such action shall be brought against any
Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel satisfactory to such
Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying Party
shall not be liable to such Indemnified Party under this Section 5(c) for any legal
expenses subsequently incurred by such Indemnified Party in connection with the defense
thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall
pay all fees, costs and expenses of such counsel, provided, however, that, if the
defendants in any such action include both the indemnified party and the Indemnifying Party
and the Indemnified Party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those available to the
Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to
conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the
right to select one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such
separate counsel and other expenses related to such participation to be reimbursed by the
Indemnifying Party as incurred.




(d) In order to provide for just and equitable contribution in the event of joint
liability under the Securities Act in any case in which either (i) the Purchaser, or any
officer, director or controlling person of the Purchaser, makes a claim for indemnification
pursuant to this Section 5 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 5 provides for
indemnification in such case, or (ii) contribution under the Securities Act may be required
on the part of the Purchaser or such officer, director or controlling person of the
Purchaser in circumstances for which indemnification is provided under this Section 5;
then, and in each such case, the Company and the Purchaser will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that the Purchaser is responsible only for the portion
represented by the percentage that the public offering price of its securities offered by
the Registration Statement bears to the public offering price of all securities offered by
such Registration Statement, provided, however, that, in any such case, (A) the Purchaser
will not be required to contribute any amount in excess of the public offering price of all
such securities offered by it pursuant to such Registration Statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the
Act) will be entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.



..




6. Miscellaneous.




(a) Remedies. In the event of a breach by the Company or by a Holder, of any
of their respective obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law and under
this Agreement, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement.




(b) No Piggyback on Registrations. Except as and to the extent specified in
Schedule 7(b) hereto, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company in any
Registration Statement other than the Registrable Securities, and the Company shall not
after the date hereof enter into any agreement providing any such right for inclusion of
 shares in the Registration Statement to any of its security holders. Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not previously entered into any
agreement granting any registration rights with respect to any of its securities to any
Person that have not been fully satisfied.




(c) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to the Registration Statement.




(d) Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the occurrence of
a Discontinuation Event (as defined below), such Holder will forthwith discontinue
disposition of such Registrable Securities under the applicable Registration Statement
until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement or until it is advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has received
copies of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The Company may
provide appropriate stop orders to enforce the provisions of this paragraph. For purposes
of this Section 7(d), a “Discontinuation Event” shall mean (i) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement (the Company shall
provide true and complete copies thereof and all written responses thereto to each of the
Holders); (ii) any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to such Registration Statement or Prospectus or for
additional information; (iii) the issuance by the Commission of any stop order suspending
the effectiveness of such Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the
Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or
(v) the occurrence of any event or passage of time that makes the financial statements
included in such Registration Statement ineligible for inclusion therein or any statement
made in such Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that requires any
revisions to such Registration Statement, Prospectus or other documents so that, in the
case of such Registration Statement or Prospectus, as the case may be, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.




(e) Piggy-Back Registrations. If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable Securities
and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in connection with stock option or other employee benefit
plans, then the Company shall send to each Holder written notice of such determination and,
if within fifteen days after receipt of such notice, any such Holder shall so request in
writing, the Company shall include in such registration statement all or any part of such
Registrable Securities such holder requests to be registered to the extent the Company may
do so without violating registration rights of others which exist as of the date of this
Agreement, subject to customary underwriter cutbacks applicable to all holders of
registration rights and subject to obtaining any required the consent of any selling
stockholder(s) to such inclusion under such registration statement.




(f) The Company will at all times have authorized and reserved a sufficient number of
 shares of Common Stock for the full conversion of the Note and exercise of the Warrants.




(g) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and the Holders of the then outstanding Registrable
Securities. Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of
certain Holders and that does not directly or indirectly affect the rights of other Holders
may be given by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions of this sentence may not
be amended, modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.




(h) Notices. Any notice or request hereunder may be given to the Company or
the Purchaser at the respective addresses set forth below or as may hereafter be specified
in a notice designated as a change of address under this Section 7(h). Any notice or
request hereunder shall be given by registered or certified mail, return receipt requested,
hand delivery, overnight mail, Federal Express or other national overnight next day carrier
(collectively, “Courier”) or telecopy (confirmed by mail). Notices and requests shall be,
in the case of those by hand delivery, deemed to have been given when delivered to any
party to whom it is addressed, in the case of those by mail or overnight mail, deemed to
have been given three (3) business days after the date when deposited in the mail or with
the overnight mail carrier, in the case of a Courier, the next business day following
timely delivery of the package with the Courier, and, in the case of a telecopy, when
confirmed. The address for such notices and communications shall be as follows:



	 	 	 	 	 
	If to the Company:
	 	Pacific Biometrics, Inc.

	 
	 	220 West Harrison Street
	 
	 	Seattle, WA 98119

	 
	 	Attention: Chief Executive  Officer

	 
	 	Facsimile: (206) 298-9838

	 
	 	with a copy to:

	 
	 	Carincross & Hemplemann, P.S.

	 
	 	254 Second Avenue #500
	 
	 	Seattle, WA  98104

	 
	 	Attention: Tim Woodland, Esq.

	 
	 	Facsimile: (206) 587-2308

	If to a Purchaser:
	 	To the address set forth under such

	 
	 	Purchaser name on the signature pages

	 
	 	hereto.

	If to any other Person who
	 	To the address of such Holder as it

	is then the registered
	 	appears in the stock transfer books of

	Holder:
	 	the Company









or such other address as may be designated in writing hereafter in accordance with this
Section 7(g) by such Person.




(i) Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties and shall inure
to the benefit of each Holder. The Company may not assign its rights or obligations
hereunder without the prior written consent of each Holder. Each Holder may assign their
respective rights hereunder in the manner and to the Persons as permitted under the Note .




(j) Execution and Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is executed)
the same with the same force and effect as if such facsimile signature were the original
thereof.




(k) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all Proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by
this Agreement shall be commenced exclusively in the state and federal courts sitting in
the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such Proceeding is improper.
Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. If
either party shall commence a Proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such Proceeding shall be reimbursed by the other
party for its reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.




(l) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.




(m) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their reasonable efforts to find and employ
an alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.




(n) Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.



[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;




SIGNATURE PAGE FOLLOWS]






1






IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pacific Biometrics, Inc.
	 	Laurus Master Fund, Ltd.

	By:
	 	/s/ Ronald R. Helm	 	By:                             
	 	 	/s/	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:
	 	Ronald R. Helm                     
	 	Name:
	 	 	 	 
	Title:
	 	Chief Executive Officer            
	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	Address for Notices:
	 	 	 	 
	 	 	 	 	 	 	825 Third Avenue - 14th Floor

	 
	 	 	 	 	 	New York, NY  10022
	 	 	 	 
	 
	 	 	 	 	 	Attention: Eugene Grin
	 	 	 	 
	 
	 	 	 	 	 	Facsimile: 212-541-4434
	 	 	 	 







2




EXHIBIT A




[Month __, 2005]




	 
	[Continental Stock Transfer
& Trust Company
Two Broadway
New York, NY 10004
Attn: William Seegraber]








	 	 	 
	Re:

	 	Pacific Biometrics, Inc. Registration Statement on Form SB-2







Ladies and Gentlemen:



As counsel to [company name] , a Delaware corporation (the “Company”), we have been requested
to render our opinion to you in connection with the resale by the individuals or entitles listed on
Schedule A attached hereto (the “Selling Stockholders”), of an aggregate of [amount]shares (the
“Shares”) of the Company’s Common Stock.



A Registration Statement on Form SB-2 under the Securities Act of 1933, as amended (the
“Act”), with respect to the resale of the Shares was declared effective by the Securities and
Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We understand that the
Shares are to be offered and sold in the manner described in the Prospectus.



Based upon the foregoing, upon request by the Selling Stockholders at any time while the
registration statement remains effective, it is our opinion that the Shares have been registered
for resale under the Act and new certificates evidencing the Shares upon their transfer or
re-registration by the Selling Stockholders may be issued without restrictive legend. We will
advise you if the registration statement is not available or effective at any point in the future.



Very truly yours,



[Company counsel]



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Schedule A




	 	 	 
	Selling Stockholder

	 	Shares

Being Offered
	 

	 	 







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SCHEDULE 7(b)

to

Registration Rights Agreement, dated as of January 31, 2005,

by and between Pacific Biometrics, Inc., a Delaware corporation,

and Laurus Master Fund, Ltd., a Cayman Islands company




	 	 	 	 	 
	Schedule 7(b)Outstanding Registration Rights.








	 	•	 	The Company has granted outstanding registration rights to the following persons:	 






	 	•	 	Holders of the Company’s Series A convertible preferred stock, with respect to the
 shares of common stock into which the preferred stock may be converted (currently
approximately 516,665 shares of common stock);






	 	•	 	Holders of up to 3,846,000 shares of Company common stock who purchased the shares
in the Company’s PIPE offering that closed in March 2004;






	 	•	 	Holders of stock purchase warrants for the purchase of up to approximately 228,297
shares of Company common stock.






	 	•	 	The Company currently has an effective registration
statement on Form SB-2 (No. 333-113822) on file with the
Securities and Exchange Commission with respect to the
re-sale of up to 11,343,140 shares of common stock. The
Company included in that registration statement restricted
 shares held by other holders of Company securities, in
addition to shares held by certain holders of outstanding
registration rights listed above.






	 	•	 	Pursuant to the Registration Rights Agreement dated as of
May 28, 2004, as amended, the Company granted outstanding
registration rights to Laurus Master Fund, Ltd. with respect
to shares of common stock underlying the convertible note
and warrants described therein.






	 	•	 	In addition, the Company has granted registration rights to
its brokers for the shares of common stock underlying
certain warrants that may be issued to the brokers in the
future, in connection with their assistance in placing the
$2.5 million debt investment with Laurus in May 2004, and
the $1.5 million debt investment with Laurus in January
2005.






	 	•	 	The Company currently has an effective registration
statement on Form SB-2 (No. 333-116968) on file with the
Securities and Exchange Commission with respect to the
re-sale of up to 4,269,361 shares of common stock underlying
convertible notes and warrants described therein.






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