PACIFIC BIOMETRICS, INC.
1996 STOCK INCENTIVE PLAN
(as amended August 28, 1997 and September 17, 2003)
SECTION 1. Purpose
The purpose of the Pacific Biometrics, Inc. 1996 Stock Incentive Plan (the "Plan") is to enable Pacific
Biometrics, Inc. (the "Company") and its subsidiaries (as defined below) to provide employees, officers,
directors, consultants and advisors the opportunity to acquire a proprietary interest in the Company and to benefit
from the appreciation in the value of its common shares and thereby to enhance the ability of the Company to
attract and retain employees and other persons of exceptional ability who, by their participation in the Plan, will
have a greater incentive to contribute to the Company's long-term success and growth. For purposes of the Plan,
a "subsidiary" means any subsidiary corporation as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended, (the "Code").
SECTION 2. Types of Awards
2.1 Awards under the Plan may be in the form of (i) incentive stock options or non-qualified stock options
("Stock Options"); (ii) Stock Appreciation Rights; (iii) Restricted Stock; (iv) Performance Shares; (v) Loans;
and/or (vi) Tax Offset Payments.
2.2 An eligible person may be granted one or more types of awards, which may be independent or granted in
tandem. If two awards are granted in tandem the grantee may exercise (or otherwise receive the benefit of) one
award only to the extent he or she relinquishes the tandem award.
SECTION 3. Administration
3.1 The Plan shall be administered by the Compensation Committee of the Company's Board of Directors (the
"Board") or such other committee of directors as the Board shall designate (the "Committee"), which shall consist
of not less than two disinterested persons (as such term is defined in Rule 16b-3 under the Securities Exchange
Act of 1934 (the "Act") or any successor rule) who shall serve at the pleasure of the Board. In addition, from and
after the first meeting of the stockholde