PACIFIC BIOMETRICS INC
SUBSIDIARY GUARANTY
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>a4656140ex10p6.txt
<DESCRIPTION>SUBSIDIARY GUARANTY
<TEXT>
                                                                    Exhibit 10.6

                               SUBSIDIARY GUARANTY

New York, New York                                                  May 28, 2004

FOR VALUE RECEIVED,  and in  consideration of note purchases from, loans made or
to be made or credit otherwise extended or to be extended by Laurus Master Fund,
Ltd.  ("Laurus") to or for the account of Pacific  Biometrics,  Inc., a Delaware
corporation ("Debtor"), from time to time and at any time and for other good and
valuable consideration and to induce Laurus, in its discretion, to purchase such
notes,  make  such  loans or  extensions  of  credit  and to make or grant  such
renewals, extensions,  releases of collateral or relinquishments of legal rights
as Laurus may deem advisable,  each of the undersigned (and each of them if more
than one, the liability  under this Guaranty  being joint and several)  (jointly
and severally referred to as "Guarantors " or "the undersigned") unconditionally
guaranties to Laurus,  its successors,  endorsees and assigns the prompt payment
when due  (whether  by  acceleration  or  otherwise)  of all  present and future
obligations  and liabilities of any and all kinds of Debtor to Laurus and of all
instruments  of any nature  evidencing or relating to any such  obligations  and
liabilities upon which Debtor or one or more parties and Debtor is or may become
liable to  Laurus,  whether  incurred  by Debtor  as  maker,  endorser,  drawer,
acceptor,  guarantors , accommodation party or otherwise,  and whether due or to
become due, secured or unsecured,  absolute or contingent, joint or several, and
however or whenever  acquired by Laurus,  whether  arising under,  out of, or in
connection with (i) that certain  Securities  Purchase Agreement dated as of the
date  hereof by and  between  the Debtor and Laurus  (the  "Securities  Purchase
Agreement")  and (ii)  each  Related  Agreement  referred  to in the  Securities
Purchase   Agreement  (the  Securities   Purchase  Agreement  and  each  Related
Agreement, as each may be amended, modified,  restated or supplemented from time
to time,  are  collectively  referred  to  herein  as the  "Documents"),  or any
documents,  instruments or agreements relating to or executed in connection with
the Documents or any documents, instruments or agreements referred to therein or
otherwise,  or any other indebtedness,  obligations or liabilities of the Debtor
to Laurus,  whether  now  existing or  hereafter  arising,  direct or  indirect,
liquidated or unliquidated,  absolute or contingent,  due or not due and whether
under,  pursuant to or evidenced by a note, agreement,  guaranty,  instrument or
otherwise   (all  of  which  are  herein   collectively   referred   to  as  the
"Obligations"),  and  irrespective of the genuineness,  validity,  regularity or
enforceability of such Obligations,  or of any instrument  evidencing any of the
Obligations or of any collateral  therefor or of the existence or extent of such
collateral,  and irrespective of the allowability,  allowance or disallowance of
any or all of the  Obligations  in any case commenced by or against Debtor under
Title 11, United States Code,  including,  without  limitation,  obligations  or
indebtedness of Debtor for post-petition interest,  fees, costs and charges that
would have accrued or been added to the Obligations but for the  commencement of
such  case.  Upon  the  irrevocable  payment  in  full  of all  obligations  and
liabilities  of the  Company  with  respect to the Note,  this  Agreement  shall
terminate and be of no further force or effect. Laurus hereby agrees to file the
appropriate  financing  statements  and to take  such  other  reasonable  action
required to effect such  termination and release  promptly after receipt of such
payment.  In  addition,  upon the  release of Laurus'  security  interest in the
assets of PBI Technology  Inc.  pursuant to and in accordance  with the terms of
the  Master  Security  Agreement,  this  Agreement  solely  with  respect to PBI
Technology Inc. shall  terminate,  and PBI Technology Inc. shall have no further
obligations hereunder.

<PAGE>

         Terms not otherwise defined herein shall have the meaning assigned such
terms in the Securities Purchase Agreement. In furtherance of the foregoing, the
undersigned hereby agrees as follows:

1.       No  Impairment.  Laurus  may at any time and from time to time,  either
before or after the maturity  thereof,  without notice to or further  consent of
the  undersigned,  extend the time of payment  of,  exchange  or  surrender  any
collateral  for, renew or extend any of the  Obligations or increase or decrease
the interest rate thereon,  or any other agreement with Debtor or with any other
party to or person liable on any of the Obligations,  or interested therein, for
the extension,  renewal, payment,  compromise,  discharge or release thereof, in
whole  or in  part,  or for any  modification  of the  terms  thereof  or of any
agreement  between Laurus and Debtor or any such other party or person,  or make
any  election  of rights  Laurus  may deem  desirable  under the  United  States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating to or  affecting  the
enforcement of creditors' rights generally (any of the foregoing, an "Insolvency
Law") without in any way impairing or affecting this Guaranty.  This  instrument
shall  be  effective  regardless  of the  subsequent  incorporation,  merger  or
consolidation of Debtor, or any change in the composition,  nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a debtor in possession or the like under any Insolvency Law.

2.       Guaranty  Absolute.  Subject to Section 5(c),  each of the  undersigned
jointly and severally  guarantees that the Obligations  will be paid strictly in
accordance with the terms of the Documents and/or any other document, instrument
or agreement  creating or  evidencing  the  Obligations,  regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of Debtor with respect  thereto.  Guarantors  hereby
knowingly  accept  the full  range of risk  encompassed  within  a  contract  of
"continuing  guaranty"  which risk  includes  the  possibility  that Debtor will
contract  additional  indebtedness  for which Guarantors may be liable hereunder
after Debtor's financial  condition or ability to pay its lawful debts when they
fall  due has  deteriorated,  whether  or not  Debtor  has  properly  authorized
incurring such additional indebtedness.  The undersigned acknowledge that (i) no
oral representations,  including any representations to extend credit or provide
other financial accommodations to Debtor, have been made by Laurus to induce the
undersigned  to enter into this Guaranty and (ii) any extension of credit to the
Debtor  shall  be  governed  solely  by the  provisions  of the  Documents.  The
liability of each of the  undersigned  under this Guaranty shall be absolute and
unconditional,  in accordance with its terms, and shall remain in full force and
effect  without  regard to, and shall not be  released,  suspended,  discharged,
terminated or otherwise affected by, any circumstance or occurrence  whatsoever,
including,  without limitation: (a) any waiver, indulgence,  renewal, extension,
amendment or modification  of or addition,  consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents or any
other instruments or agreements relating to the Obligations or any assignment or
transfer  of any  thereof,  (b) any lack of validity  or  enforceability  of any
Document  or  other  documents,   instruments  or  agreements  relating  to  the
Obligations or any assignment or transfer of any thereof,  (c) any furnishing of
any additional  security to Laurus or its assignees or any acceptance thereof or
any release of any security by Laurus or its  assignees,  (d) any  limitation on
any party's  liability or obligation under the Documents or any other documents,
instruments  or  agreements  relating to the  Obligations  or any  assignment or

                                        2
<PAGE>

transfer of any thereof or any  invalidity or  unenforceability,  in whole or in
part, of any such document, instrument or agreement or any term thereof, (e) any
bankruptcy, insolvency,  reorganization,  composition,  adjustment, dissolution,
liquidation  or other like  proceeding  relating to Debtor,  or any action taken
with respect to this  Guaranty by any trustee or receiver,  or by any court,  in
any such  proceeding,  whether  or not the  undersigned  shall  have  notice  or
knowledge of any of the foregoing, (f) any exchange, release or nonperfection of
any  collateral,  or any  release,  or  amendment  or  waiver of or  consent  to
departure  from any guaranty or security,  for all or any of the  Obligations or
(g) any other circumstance which might otherwise  constitute a defense available
to, or a discharge of, the undersigned.  Any amounts due from the undersigned to
Laurus  shall bear  interest  until such amounts are paid in full at the highest
rate then  applicable  to the  Obligations.  Obligations  include  post-petition
interest whether or not allowed or allowable.

3.       Waivers.

     (a)  This Guaranty is a guaranty of payment and not of  collection.  Laurus
          shall be under no obligation  to institute  suit,  exercise  rights or
          remedies or take any other action  against  Debtor or any other person
          liable  with  respect  to any  of the  Obligations  or  resort  to any
          collateral  security held by it to secure any of the  Obligations as a
          condition  precedent to the undersigned  being obligated to perform as
          agreed  herein and each of the  Guarantors  hereby  waives any and all
          rights which it may have by statute or otherwise  which would  require
          Laurus  to do any of the  foregoing.  Each of the  Guarantors  further
          consents  and  agrees  that  Laurus  shall be under no  obligation  to
          marshal any assets in favor of Guarantors, or against or in payment of
          any or all of the  Obligations.  The  undersigned  hereby  waives  all
          suretyship   defenses  and  any  rights  to  interpose   any  defense,
          counterclaim  or  offset  of any  nature  and  description  which  the
          undersigned  may have or which may  exist  between  and among  Laurus,
          Debtor  and/or  the  undersigned  with  respect  to the  undersigned's
          obligations  under this  Guaranty,  or which  Debtor may assert on the
          underlying   debt,   including   but  not   limited   to   failure  of
          consideration,  breach of warranty,  fraud,  payment  (other than cash
          payment in full of the  Obligations),  statute of frauds,  bankruptcy,
          infancy, statute of limitations, accord and satisfaction, and usury.

     (b)  Each of the undersigned further waives (i) notice of the acceptance of
          this  Guaranty,  of the  making  of any such  loans or  extensions  of
          credit,  and of all  notices  and  demands  of any kind to  which  the
          undersigned may be entitled,  including, without limitation, notice of
          adverse  change in Debtor's  financial  condition or of any other fact
          which might  materially  increase the risk of the undersigned and (ii)
          presentment to or demand of payment from anyone whomsoever liable upon
          any of the Obligations,  protest, notices of presentment,  non-payment
          or  protest  and  notice  of any sale of  collateral  security  or any
          default of any sort.

     (c)  Notwithstanding  any  payment  or  payments  made  by the  undersigned
          hereunder, or any setoff or application of funds of the undersigned by
          Laurus,  the undersigned shall not be entitled to be subrogated to any
          of the rights of Laurus  against  Debtor or against any  collateral or
          guarantee  or right of offset  held by Laurus  for the  payment of the
          Obligations, nor shall the undersigned seek or be entitled to seek any
          contribution or reimbursement  from Debtor in respect of payments made
          by the  undersigned  hereunder,  until all amounts  owing to Laurus by
          Debtor on  account  of the  Obligations  are paid in full and  Laurus'
          obligation  to  extend  credit  pursuant  to the  Documents  have been
          terminated.  If,  notwithstanding  the foregoing,  any amount shall be
          paid to the undersigned on account of such  subrogation  rights at any
          time when all of the Obligations  shall not have been paid in full and
          Laurus'  obligation to extend credit  pursuant to the Documents  shall
          not have been terminated, such amount shall be held by the undersigned
          in trust for Laurus,  segregated from other funds of the  undersigned,

                                        3
<PAGE>

          and shall  forthwith  upon,  and in any event  within two (2) business
          days of, receipt by the  undersigned,  be turned over to Laurus in the
          exact  form  received  by  the  undersigned   (duly  endorsed  by  the
          undersigned  to  Laurus,  if  required),  to be  applied  against  the
          Obligations, whether matured or unmatured, in such order as Laurus may
          determine,  subject to the  provisions of the  Documents.  Any and all
          present  and  future  debts  and  obligations  of Debtor to any of the
          undersigned   are  hereby  waived  and  postponed  in  favor  of,  and
          subordinated  to the full payment and  performance of, all present and
          future debts and Obligations of Debtor to Laurus.

4.       Security. All sums at any time to the credit of the undersigned and any
property of the  undersigned  in Laurus'  possession or in the possession of any
bank, financial institution or other entity that directly or indirectly, through
one or more  intermediaries,  controls or is  controlled  by, or is under common
control with, Laurus (each such entity, an "Affiliate")  shall be deemed held by
Laurus or such Affiliate, as the case may be, as security for any and all of the
undersigned's  obligations  to Laurus and to any Affiliate of Laurus,  no matter
how or when arising and whether under this or any other instrument, agreement or
otherwise.

5.       Representations and Warranties.  Each of the undersigned  respectively,
hereby   jointly  and   severally   represents   and  warrants   (all  of  which
representations   and  warranties   shall  survive  until  all  Obligations  are
indefeasibly   satisfied  in  full  and  the  Documents  have  been  irrevocably
terminated), that:

     (a)  Corporate  Status.  It  is  a  corporation,  duly  organized,  validly
          existing and in good standing  under the laws of its  jurisdiction  of
          organization  indicated  on the  signature  page  hereof  and has full
          power, authority and legal right to own its property and assets and to
          transact the business in which it is engaged.

     (b)  Authority and Execution.  It has full power, authority and legal right
          to execute and deliver,  and to perform its  obligations  under,  this
          Guaranty and has taken all  necessary  corporate,  as the case may be,
          action to authorize the  execution,  delivery and  performance of this
          Guaranty.

     (c)  Legal,  Valid and Binding  Character.  This Guaranty  constitutes  its
          legal, valid and binding obligation enforceable in accordance with its
          terms,   except  as  enforceability   may  be  limited  by  applicable
          bankruptcy,  insolvency,  reorganization,  moratorium or other laws of
          general application affecting the enforcement of creditor's rights and
          general  principles  of  equity  that  restrict  the  availability  of
          equitable or legal remedies.

     (d)  Violations.  The execution,  delivery and performance of this Guaranty
          will  not  violate  any  requirement  of law  applicable  to it or any
          contract,  agreement or  instrument to it is a party or by which it or
          any of its property is bound or result in the  creation or  imposition
          of any mortgage, lien or other encumbrance other than to Laurus on any
          of its  property or assets  pursuant to the  provisions  of any of the
          foregoing,  which, in any of the foregoing cases,  could reasonably be
          expected to have, either individually or in the aggregate,  a Material
          Adverse Effect.

     (e)  Consents  or  Approvals.  No  consent  of any  other  person or entity
          (including,  without limitation,  any creditor of the undersigned) and
          no consent,  license,  permit, approval or authorization of, exemption

                                        4
<PAGE>

          by, notice or report to, or registration,  filing or declaration with,
          any  governmental   authority  is  required  in  connection  with  the
          execution, delivery,  performance,  validity or enforceability of this
          Guaranty by it, except to the extent that the failure to obtain any of
          the  foregoing  could  not  reasonably  be  expected  to have,  either
          individually or in the aggregate, a Material Adverse Effect.

     (f)  Litigation.    No   litigation,    arbitration,    investigation    or
          administrative  proceeding  of or  before  any  court,  arbitrator  or
          governmental  authority,  bureau or agency is currently pending or, to
          the  best  of its  knowledge,  threatened  (i)  with  respect  to this
          Guaranty or any of the  transactions  contemplated by this Guaranty or
          (ii) against or affecting it, or any of its property or assets, which,
          in  each  of the  foregoing  cases,  if  adversely  determined,  could
          reasonably be expected to have a Material Adverse Effect.

     (g)  Financial Benefit.  It has derived or expects to derive a financial or
          other  advantage  from each and every loan,  advance or  extension  of
          credit made under the  Documents or other  Obligation  incurred by the
          Debtor to Laurus.


6.       Payments from Guarantors.  Laurus, in its sole and absolute discretion,
with  or  without  notice  to the  undersigned,  may  apply  on  account  of the
Obligations any payment from the undersigned or any other guarantors, or amounts
realized from any security for the Obligations,  or may deposit any and all such
amounts realized in a non-interest bearing cash collateral deposit account to be
maintained as security for the Obligations.

7.       Costs.  The  undersigned  shall  pay on  demand,  all  costs,  fees and
expenses  (including  expenses  for legal  services of every  kind)  relating or
incidental to the enforcement or protection of the rights of Laurus hereunder or
under any of the Obligations.

8.       No  Termination.  This is a continuing  irrevocable  guaranty and shall
remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
paid in full and Laurus'  obligation to extend credit  pursuant to the Documents
has been irrevocably terminated. If any of the present or future Obligations are
guarantied  by  persons,   partnerships  or  corporations  in  addition  to  the
undersigned,  the  death,  release  or  discharge  in  whole  or in  part or the
bankruptcy, merger, consolidation,  incorporation, liquidation or dissolution of
one or more of them  shall  not  discharge  or  affect  the  liabilities  of any
undersigned under this Guaranty.

9.       Recapture.  Anything in this Guaranty to the contrary  notwithstanding,
if Laurus  receives  any  payment or  payments  on  account  of the  liabilities
guaranteed   hereby,   which  payment  or  payments  or  any  part  thereof  are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or  required to be repaid to a trustee,  receiver,  or any other party under
any Insolvency Law, common law or equitable doctrine,  then to the extent of any
sum not finally  retained by Laurus,  the  undersigned's  obligations  to Laurus
shall be reinstated  and this Guaranty shall remain in full force and effect (or
be reinstated) until payment shall have been made to Laurus, which payment shall
be due on demand.

10.      Books and Records.  The books and records of Laurus showing the account
between  Laurus and Debtor  shall be  admissible  in  evidence  in any action or
proceeding,   shall  be  binding  upon  the   undersigned  for  the  purpose  of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

                                       5
<PAGE>

11.      No Waiver.  No failure on the part of Laurus to exercise,  and no delay
in exercising,  any right,  remedy or power  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Laurus of any right, remedy
or power  hereunder  preclude  any other or future  exercise  of any other legal
right, remedy or power. Each and every right, remedy and power hereby granted to
Laurus or  allowed  it by law or other  agreement  shall be  cumulative  and not
exclusive of any other, and may be exercised by Laurus at any time and from time
to time.

12.      Waiver of Jury Trial.  EACH OF THE UNDERSIGNED  DOES HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED  HEREBY OR RELATING OR  INCIDENTAL  HERETO.  THE  UNDERSIGNED  DOES
HEREBY  CERTIFY  THAT NO  REPRESENTATIVE  OR AGENT OF  LAURUS  HAS  REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

13.      Governing Law;  Jurisdiction;  Amendments.  THIS  INSTRUMENT  CANNOT BE
CHANGED OR TERMINATED ORALLY,  AND SHALL BE GOVERNED,  CONSTRUED AND INTERPRETED
AS TO VALIDITY,  ENFORCEMENT  AND IN ALL OTHER  RESPECTS IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT  HAVING  EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.  EACH OF THE UNDERSIGNED  EXPRESSLY  CONSENTS TO THE  JURISDICTION  AND
VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK, AND OF
THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK FOR ALL
PURPOSES IN CONNECTION  HEREWITH.  ANY JUDICIAL  PROCEEDING  BY THE  UNDERSIGNED
AGAINST LAURUS INVOLVING,  DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY
ARISING OUT OF,  RELATED TO OR CONNECTED  HEREWITH  SHALL BE BROUGHT ONLY IN THE
SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK OR THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK. THE  UNDERSIGNED  FURTHER
CONSENTS  THAT ANY  SUMMONS,  SUBPOENA  OR OTHER  PROCESS OR PAPERS  (INCLUDING,
WITHOUT  LIMITATION,  ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
AFOREMENTIONED  COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION  WITH ANY
PROCEEDINGS HEREUNDER,  MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK
OR THE SOUTHERN  DISTRICT OF NEW YORK BY  REGISTERED OR CERTIFIED  MAIL,  RETURN
RECEIPT  REQUESTED,  OR BY  PERSONAL  SERVICE  PROVIDED  A  REASONABLE  TIME FOR
APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE
RULES  OF  SAID  COURTS.  EACH  OF  THE  UNDERSIGNED  WAIVES  ANY  OBJECTION  TO
JURISDICTION AND VENUE OF ANY ACTION  INSTITUTED HEREON AND SHALL NOT ASSERT ANY
DEFENSE  BASED  ON LACK OF  JURISDICTION  OR  VENUE  OR  BASED  UPON  FORUM  NON
CONVENIENS.

14.      Severability.  To the extent permitted by applicable law, any provision
of this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or

                                        6
<PAGE>

unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

15.      Amendments,  Waivers.  No amendment or waiver of any  provision of this
Guaranty nor consent to any departure by the undersigned  therefrom shall in any
event be effective  unless the same shall be in writing  executed by each of the
undersigned directly affected by such amendment and/or waiver and Laurus.

16.      Notice.  All notices,  requests and demands to or upon the undersigned,
shall be in writing and shall be deemed to have been duly given or made (a) when
delivered,  if by hand, (b) three (3) days after being sent, postage prepaid, if
by  registered  or certified  mail,  (c) when  confirmed  electronically,  if by
facsimile,  or (d) when delivered, if by a recognized overnight delivery service
in each event,  to the numbers and/or address set forth beneath the signature of
the undersigned.

17.      Successors.  Laurus  may,  from  time to time,  without  notice  to the
undersigned,  sell, assign,  transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  Laurus may assign, or grant participations to, one
or more banks,  financial  institutions or other entities all or any part of any
of the  Obligations.  In each such event,  Laurus,  its  Affiliates and each and
every immediate and successive purchaser,  assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal action or  otherwise,  for its own benefit as fully as if such  purchaser,
assignee,  transferee  or holder  were  herein by name  specifically  given such
right.  Laurus shall have an  unimpaired  right to enforce this Guaranty for its
benefit  with respect to that  portion of the  Obligations  which Laurus has not
disposed of, sold, assigned, or otherwise transferred.

18.      Release.  Nothing except cash payment in full of the Obligations  shall
release any of the undersigned from liability under this Guaranty.

                        [REMAINDER OF THIS PAGE IS BLANK.
                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]


                                        7
<PAGE>

         IN WITNESS WHEREOF,  this Guaranty has been executed by the undersigned
as of the 28th day of May, 2004.



                                           BIOQUANT, INC.



                                           By:   /s/ Ronald R. Helm
                                                ------------------------------

                                           Name:  Ronald R. Helm

                                           Title:  Chief Executive Officer

                                           Address:    220 West Harrison Street
                                                       Seattle, WA  98119





                                           PACIFIC BIOMETRICS, INC.

                                           (Washington State Lab)



                                           By:   /s/ Ronald R. Helm
                                                ------------------------------

                                           Name:  Ronald R. Helm

                                           Title:  Chief Executive Officer

                                           Address:    220 West Harrison Street
                                                       Seattle, WA  98119





                                           PBI TECHNOLOGY, INC.



                                           By:   /s/ Ronald R. Helm
                                                ------------------------------

                                           Name:  Ronald R. Helm

                                           Title:  Chief Executive Officer

                                           Address:    220 West Harrison Street
                                                       Seattle, WA  98119


                                       8

</TEXT>
</DOCUMENT>
