FIFTH
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


BY
AND BETWEEN


PACIFIC
BIOMARKERS INC. AND RONALD R. HELM





This
Fifth Amendment to Executive Employment Agreement (this “Amendment”) is entered
into by and between Pacific Biomarkers, Inc., a Delaware corporation (the
“Company”), and Ronald R. Helm (“Executive”). This Amendment amends that certain
Executive Employment Agreement dated June 1, 2005 as amended August 30, 2006,
October 19, 2007, October 1, 2008, and September 14, 2009 by and between the
Company and Executive (the “Agreement”), on the terms set forth below. This
Amendment shall be effective as of October 1, 2010 (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, 2010 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,
consisting of up to 20 percent based on the Senior Management goals as approved
by the Compensation Committee and an additional 10 percent based on personal
goals as approved 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, 2012. Thereafter, the
Agreement shall be renewed upon mutual agreement of Executive and the
Company.”





3.           Stock Option
Award.





Effective
as of the Effective Date, the Company awards to Executive stock options to
purchase 600,000 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
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 Amendment. The Agreement, as amended by this Amendment,
may not be further modified or rescinded except in a writing signed by the
parties. This 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 13th day of
September, 2010 but effective as of the Effective Date.





/s/ Ronald R. HelmRonald
      R. HelmExecutive/s/ Stanley L. SchlozBy:
      Stanley L. SchlozDirector
      and Chairman, Compensation CommitteePacific
      Biomarkers, Inc. Board of
Directors