This Escrow Agreement (this "Agreement") is made as of May 31, 2003 by and among U.S. Bank Trust
National Association, as escrow agent ("Escrow Agent"), Pacific Biometrics, Inc., a Delaware corporation
("PBID"), and each of Makena Commercentre II, LLC, a California limited liability company, and Makena
Partners, a California general partnership, (collectively "Makena").
Makena, PBID, Pacific Biometrics, Inc., a Washington corporation ("PBIW"), and Saigene Corporation, a
Delaware corporation ("Saigene"), are parties to that certain Settlement Agreement dated of even date herewith,
pursuant to which PBID has agreed to issue to Makena 666,666 shares of PBID common stock, in order to
secure the indebtedness of PBID, PBIW and Saigene under the Settlement Agreement and that certain
Promissory Note referenced therein (the "Note Obligation").
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and
intending to be legally bound, the parties agree as follows:
1. Escrow Account.
(a) Escrow of Shares. Simultaneously with the execution of this Agreement, PBID shall deposit with the Escrow
Agent stock certificate(s) representing an aggregate of 666,666 shares of PBID common stock, issued in the
name of the "Makena Commercentre II, LLC" (the "Shares"). The Escrow Agent hereby acknowledges receipt
of such stock certificates. The Escrow Agent agrees to hold the Shares in an escrow account (the "Escrow
Account"), subject to the terms and conditions of this Agreement. The Shares shall be held as a trust fund and
shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any
party hereto , and shall be held and disbursed solely for the purposes and in accordance with the terms of this
(b) Security for Obligations. The Shares shall be held as security for the Obligations of PBID, PBIW and
Saigene, subject to the limitations, and in the manner provided, in this Agreem