{DOCUMENT}

{TYPE}EX-10.6

{SEQUENCE}7

{FILENAME}helix10ksba2ex106_4282003.txt

{DESCRIPTION}COMMON STOCK PURCHASE WARRANT

{TEXT}

EXHIBIT 10.6



     NEITHER THE SECURITY EVIDENCED BY THIS WARRANT NOR THE SECURITIES  ISSUABLE

UPON EXERCISE OF THIS WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF

1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES ACT  (COLLECTIVELY,  THE

"SECURITIES LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT

BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES (I) ARE

REGISTERED UNDER THE SECURITIES LAWS OR (II) ARE EXEMPT FROM REGISTRATION  UNDER

THE  SECURITIES  LAWS  AND  THE  COMPANY  IS  PROVIDED  AN  OPINION  OF  COUNSEL

SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.









Warrant No.:   25

Issue Date:   1/1/2002                                   Number of Shares: 15000

Termination Date:   1/1/2012                            (subject to adjustment)









                              HELIX BIOMEDIX, INC.



                          COMMON STOCK PURCHASE WARRANT



     THIS IS TO CERTIFY  that,  for value  received and subject to the terms and

conditions of this Warrant,  Ralph Katz (the "Holder") is entitled,  at any time

prior  to the  Termination  Date as  defined  in  Section  4(c)  (the  "Exercise

Period"),  to subscribe for and purchase upon exercise of this Warrant,  Fifteen

thousand  (15000) shares of the fully paid and  nonassessable  Common Stock, par

value $0.001 per share, of Helix  BioMedix,  Inc., a Delaware  corporation  (the

"Company") (the "Warrant Stock").  The purchase price of the Warrant Stock shall

be $1.50 per share (the "Unit Price").



     This Warrant is subject to the following additional terms and conditions:



     1.   Vesting Warrant Stock. The warrant stock shall vest immediately.

          ---------------------



     2.   Method of Exercise.

          ------------------



     (a) This  Warrant  may be  exercised  in whole or in part,  but not as to a

fractional share of Common Stock,  only during the Exercise Period by delivering

to the Company (i) the form of "Election to Purchase" attached hereto as Exhibit

A, duly  completed  and executed by the Holder,  (ii) this warrant  certificate,

(iii)  payment of the Unit  Price,  in cash or by check,  for each  share  being

purchased,  and (iv) such other  documents  as the Company may  determine  to be

reasonably  necessary  in  connection  with the  issuance of the Warrant  Stock;

provided that the Holder is an "accredited  investor" (as defined in Section 501

of Regulation D promulgated under the Securities Act of 1933, as amended) at the

time of exercise.



{PAGE}



     (b) As an alternative to exercising this Warrant  pursuant to in subsection

(a)  above,  the Holder  may elect to  exercise  this  Warrant  only  during the

Exercise  Period  by  delivering  to the  Company  (i) the  form of  "Notice  of

Conversion"  attached  hereto as Exhibit B, duly  completed  and executed by the

Holder,  (ii) this warrant  certificate,  and (iii) such other  documents as the

Company may determine to be reasonably necessary in connection with the issuance

of the Warrant Stock;  provided that the Holder is an "accredited  investor" (as

defined in Section 501 of Regulation D promulgated  under the  Securities Act of

1933,  as  amended) at the time of  exercise.  Upon  exercise,  pursuant to this

subsection  2(b) (and  without  payment  by the Holder of the Unit  Price),  the

Holder shall be entitled to receive that number of shares of the Common Stock of

the Company equal to the quotient obtained by dividing ((A-B) x C) by A, where:



      A =      the fair  market  value of one share of the  Common

               Stock of the  Company on the date of  exercise of the

               Warrant (as determined by the Board of Directors)



      B =      the per share Unit Price



      C =      the total number of shares of Common Stock of the Company

               subject to purchase upon exercise of this Warrant



If the above  calculation  results in a number less than one,  then no shares of

the Common  Stock of the Company  shall be  issuable or issued  pursuant to this

Subsection (b).



     3. Delivery of Stock Certificates.

     ----------------------------------

     Within  ten (10) days after the  exercise  of this  Warrant  (in full or in

part),  the  Company at its expense  (except  for the payment of any  applicable

transfer  taxes)  shall  issue in the name of and  deliver  to the  Holder (a) a

certificate  or  certificates  for the  number of fully  paid and  nonassessable

shares  of  Warrant  Stock to which  the  Holder  shall be  entitled  upon  such

exercise,  and (b) unless this Warrant has expired,  a new Warrant  representing

the number of shares (except a remaining  fractional share) of Warrant Stock, if

any,  with  respect to which this  Warrant  shall not have been  exercised.  The

Holder  shall for all  purposes be deemed to have become the holder of record of

such shares of Warrant  Stock on the date on which this  Warrant is  surrendered

and payment on the Warrant Price is made,  irrespective  of the date of delivery

of the certificate or  certificates  representing  the Warrant Stock;  provided,

that if the date of such surrender and payment is a date when the stock transfer

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