EXHIBIT 1.1A
AMENDMENT TO PLACEMENT AGENT AGREEMENT
This Amendment ("Amendment") is entered into as of the 14th day of
June, 2003, and amends that certain Placement Agent Agreement by and between
▇▇▇▇▇▇ ▇▇▇▇ Securities, Inc. ("Placement Agent") and Pacific Biometrics, Inc., a
Delaware corporation (the "Company"), dated February 3, 2003 (the "Agreement").
Unless otherwise expressly defined in this Amendment, all capitalized terms used
in this Amendment shall be as defined in the Agreement.
The parties agree as follows:
1. Extension of Agreement. The parties hereby extend until July
31, 2003, the term of the Agreement and the period during which Placement Agent
is appointed as the Company's exclusive placement agent in connection with the
offer and sale of the Preferred Stock. The first sentence of Section 1 and the
last sentence of Section 9 of the Agreement are hereby amended accordingly.
2. Compensation.
(a) The parties hereby amend Section 5 of the Agreement
to add the following sentence to the end of the first paragraph of Section 5:
"Notwithstanding the foregoing, no compensation (whether in
the form of a selling commission, nonaccountable expense, Placement
Agent Warrants, or otherwise) shall be due and owing to Placement Agent
in connection with the sale of any shares of Preferred Stock sold by or
as a result of discussions directly with the Company, to any healthcare
company, including without limitation, Covance, MDS ▇▇▇▇▇▇ and PPD."
(b) In addition, the parties hereby add a new paragraph
to Section 5 of the Agreement to read as follows:
"In addition to the foregoing compensation in connection with
the Preferred Stock, in the event that during the term of this
Agreement Placement Agent introduces to the Company a capital source
for a convertible debenture or a similar debt instrument (whether as
opposed to or in addition to the Preferred Stock), the Company shall
pay to Placement Agent a fee equal to 3.0% of the proceeds received by
the Company from any such investor for any such debt investment made on
or prior to December 31, 2003. The parties acknowledge and agree that
any action by Placement Agent in connection with convertible debentures
or similar debt instruments on behalf of the Company is on a
non-exclusive basis. The Company may decline any debt investment from
any investor recommended by Placement Agent without liability for the
payment of fees.
3. Full Force and Effect. Except as expressly amended by this
Amendment, the Agreement and the parties' respective rights and obligations
thereunder shall continue in full force and effect. This Amendment and the
Agreement contain all of the understandings and agreements of the parties with
respect to the subject matter discussed herein.
4. Construction and Enforcement. This Amendment shall be
construed in accordance with the laws of the State of Washington, without
application of the principles of conflicts of laws.
EXECUTED as of the date first above written, by duly authorized
officers of the respective parties intending to be bound hereby.
PACIFIC BIOMETRICS, INC. ▇▇▇▇▇▇ ▇▇▇▇ SECURITIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer