CONSULTING AGREEMENT





     This CONSULTING AGREEMENT (this "Agreement"),  dated as of October 1, 2002,

is entered  into by and among  HELIX  BIOMEDIX,  INC.,  a  Delaware  corporation

("Helix"), and Ralph Katz ("Consultant").



                              PRELIMINARY RECITALS



     WHEREAS,  Helix is a publicly owned biotechnology  company which is engaged

in (i) developing,  testing,  patenting,  and manufacturing  synthetic bioactive

peptides (small proteins) having  applications in the  pharmaceutical and health

care  fields  and (ii)  licensing  its  proprietary  technology  and in  seeking

strategic corporate alliances for further development and  commercialization  of

its technology (collectively, the "Business"); and



     WHEREAS, Helix desires outside professional  assistance in various areas of

strategic and financial planning and believes that Consultant has experience and

expertise that will be valuable to Helix; and



     WHEREAS, Helix desires to engage Consultant as a consultant, and Consultant

desires to perform consulting services for Helix, under the terms and conditions

set forth herein; and



     NOW, THEREFORE,  in consideration of the premises,  the mutual covenants of

the parties hereinafter set forth and other good and valuable consideration, the

receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto

agree as follows:



     1. Consulting.

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



          1.1 Consulting Services.

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

          Helix hereby engages  Consultant,  and Consultant  hereby accepts such

     engagement  and  agrees  to serve as  consultant  to Helix  concerning  the

     Business  for a period  of one  year,  beginning  on the date  hereof  (the

     "Consulting Period").



          1.2 Duties.

          -----------

          Consultant shall faithfully and to the best of its ability perform the

     duties  assigned by the Board of  Directors  of Helix and shall serve under

     the direction of the President and Chief Executive Officer of Helix.  These

     duties shall include, without limitation, the following duties:



          (a)  strategic planning,



          (b)  assisting Helix in developing and monitoring business and science

               plans,



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          (c)  assisting Helix in seeking additional financing,



          (d)  assisting Helix with efforts to enhance shareholder value, and



          (e)  reporting on a quarterly basis  Consultant's  progress in respect

               of duties assigned by Board, in a format reasonably  requested by

               the Chief Executive Officer of Helix.



          1.3 Relationship of Parties.

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

          Consultant  shall  be  deemed  an  independent  contractor  and not an

     employee of Helix. All letterhead, business cards and promotional materials

     used or  distributed by Consultant  shall present  Consultant as a business

     consultant to, and not an employee or principal of, Helix. Consultant shall

     be responsible for all taxes associated with payment  hereunder,  including

     but not limited to income taxes and social security taxes.



          1.4 Expenses.

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

          All  ordinary  and  reasonable   out-of-pocket  expenses  incurred  by

     Consultant  solely as a result of the performance of Consultant's  services

     as  assigned  pursuant to Section 2.2 above,  including  reasonable  travel

     expenses,  shall be  reimbursed  to  Consultant  by  Helix,  provided  that

     Consultant   shall  have   submitted   an  invoice   together   with  other

     documentation of such expenses as Helix may reasonably require.



          1.5 Compensation.

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



               (a)  As  consideration   for  the  services  to  be  rendered  by

          Consultant hereunder,  its agreement not to compete with Helix and its

          agreement  to  promote  services  for and  through  Helix  during  the

          Consulting  Period,   Helix  hereby  grants  to  Consultant   warrants

          ("Warrants")  to  purchase  an  aggregate  of  one  hundred   thousand

          (100,000)  shares of the Helix's common stock at an exercise price per

          share of $1.00.  Warrants  shall have a ten-year  term,  commencing on

          October  1,  2002 and  ending on  October  1,  2012,  when any and all

          unexercised Warrants granted herein shall expire and terminate.



               (b) In the  event of any  change  in the  outstanding  shares  of

          common   stock  by   reason   of  any   stock   dividend   or   split,

          recapitalization,  merger,  consolidation,  combination or exchange of

          shares or other similar corporate change, the maximum aggregate number

          and  class of  shares  of  common  stock  which  may be  purchased  by

          Consultant  pursuant to the Warrants  will be  equitably  adjusted for

          such event.



          1.6 Restricted Stock

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



               (a)  Consultant  recognizes  and  understands  that  neither  the

          Warrants  nor the shares of Common  Stock of Helix to be  purchased by

          Consultant pursuant to the Warrants  (collectively,  the "Securities")

          will be  registered  under  the  Securities  Act of 1933  ("Securities

          Act"),  or under the  securities  laws of any state  (the  "securities

          laws").



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               (b)  Consultant  represents  and warrants that (i) the Consultant

          has knowledge  and  experience in business,  finance,  securities  and

          investments,  such  experience  being  based on  actual  participation

          therein,  (ii) the  Consultant is capable of evaluating the merits and

          risks of an investment in the Securities and the  suitability  thereof

          as an investment therefor,  (iii) the Consultant is an experienced and

          sophisticated  investor in investments,  including investments similar

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