EXHIBIT
10.3E
 
 FOURTH
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
 BY AND
BETWEEN
 PACIFIC
BIOMETRICS INC. AND RONALD R. HELM
 
 This
Fourth Amendment to Executive Employment Agreement (“Fourth Amendment”) is
entered into by and between Pacific Biometrics, Inc., a Delaware corporation
(the “Company”), and Ronald
R. Helm (“Executive”).  This
Fourth Amendment amends that certain Executive Employment Agreement dated June
1, 2005, as amended August 30, 2006, October 19, 2007 and October 1, 2008, by
and between the Company and Executive (the “Agreement”), on the
terms set forth below.  This Fourth Amendment shall be effective as of
October 1, 2009 (the “Effective
Date”).
 
 NOW,
THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:
 
 1.           Compensation.  Section
3 of the Agreement is revised to read in its entirety as follows:
 
 “A.
              Commencing
      October 1, 2009, Executive shall be paid a base salary of $300,000 per
      year payable in installments according to the Company’s regular payroll
      schedule.
 “B.
              Executive
      is eligible for an annual bonus of up to a 30 percent of his base salary,
      with up to 20 percent based on Company performance goals, as determined by
      the Compensation Committee, and up to an additional 10 percent based on
      individual performance goals, as determined by the Compensation
      Committee.
 “C.
              Executive
      is eligible to receive grants of stock options, restricted stock and other
      awards under the Company’s stock plan, as determined from time to time by
      the Compensation Committee.”
 
 2.           Term and
Termination.  Section 5A of the Agreement is revised to read as
follows:
 
 “A.
              The
      term of this Agreement shall continue until September 30,
      2011.  Thereafter, the Agreement shall be renewed upon mutual
      agreement of Executive and the
Company.”
 
 3.           Restricted Stock Award and
Stock Options.
 
 (a)           Effective
as of the Effective Date, the Company awards to Executive 100,000 shares of
restricted stock, pursuant and subject to the terms of the Company’s 2005 Stock
Incentive Plan.  The restricted shares shall vest in full on October
1, 2012, and are subject to forfeiture if Mr. Helm’s employment is terminated
prior to such date.
 
 (b)           Effective
as of the Effective Date, the Company awards to Executive stock options to
purchase 200,000 shares of common stock, pursuant and subject to the terms of
the Company’s 2005 Stock Incentive Plan.  The stock options shall vest
monthly over a period of three years beginning from the Effective Date and shall
have an exercise price equal to the closing trading price on the Effective
Date.
  
  4.           No Other Amendments;
Counterparts; Miscellaneous.  Except as expressly modified by
this Fourth Amendment, all terms, conditions and provisions of the Agreement
shall continue in full force and effect as though set forth in full herein, and
shall apply to the construction of this Fourth Amendment.  The
Agreement, as amended by this Fourth Amendment, may not be further modified or
rescinded except in a writing signed by the parties.  This Fourth
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
 
 EXECUTED
by the parties hereto this 14th day of
September, 2009, but effective as of the Effective Date.
 
 /s/ Ronald R.
    HelmRonald
      R. HelmExecutive/s/ Stanley L.
      ScholzBy:  Stanley
      L. SchlozDirector
      and Chairman, Compensation CommitteePacific
      Biometrics, Inc. Board of
Directors