HELIX BIOMEDIX, INC./ THERAPEUTIC PEPTIDES, INC.

                               LICENSING AGREEMENT





     THIS LICENSING AGREEMENT (this "Agreement"), made and entered into this ___

day of  _________,  2001,  by and  between  Helix  BioMedix,  Inc.,  a  Delaware

corporation  having its principal office at 210 Baronne Street,  Suite 1004, New

Orleans,  Louisiana  70112 ("Helix" or "Licensor"),  and  Therapeutic  Peptides,

Inc.,  a  Louisiana  corporation  having  its  principal  office at 5700  Citrus

Boulevard, Suite B, Harahan, Louisiana 70123 ("TPI" or "Licensee").



     WHEREAS, TPI is the inventor of certain proprietary peptides defined in the

HELIX/TPI  RESEARCH  ALLIANCE  AGREEMENT  by and between  Helix  BioMedix,  Inc.

(Louisiana),   Helix  BioMedix,   Inc.   (Colorado),   TPI,   BioSouth  Research

Laboratories,  Inc.,  and Dr.  Donald R. Owen,  dated  September  30, 1999,  and

pursuant to said agreement TPI has assigned all its rights,  title and interest,

in and to said proprietary peptides to Helix; and



     WHEREAS, Helix, pursuant to said HELIX/TPI RESEARCH ALLIANCE AGREEMENT, has

agreed to file one or more patent  applications  with  respect to those  certain

proprietary peptides to be assigned to it by TPI; and



     WHEREAS, certain of the aforementioned proprietary peptides may have useful

application in topical,  non-pharmaceutical skin care intermediate  concentrates

and end-use products; and



     WHEREAS,  TPI,  pursuant to said  HELIX/TPI  RESEARCH  ALLIANCE  AGREEMENT,

desires to acquire from Helix a license of certain of Helix's rights,  including

a limited right to sublicense  TPI's  Affiliates,  to make, have made, use, have

used,  offer for sale, have sold, sell,  and/or otherwise  dispose of certain of

the aforementioned  proprietary peptides for the purpose of making, having made,

using,  having used,  offering for sale,  having sold,  selling and/or otherwise

disposing of topical, non-pharmaceutical skin care intermediate concentrates and

end-use products using,  made from, or derived from said  proprietary  peptides;

and



     WHEREAS,  Helix  desires  to grant to TPI such a  license  under  terms and

conditions as are set forth herein below.



     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings

set out  herein and other  good and  valuable  consideration,  the  receipt  and

sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as

follows:



1.   DEFINITIONS



1.1  "Licensed  Peptides"

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

     shall  mean the three (3)  short  chain  linear  peptides,  the amino  acid

     sequences of which are set forth in Exhibit A.





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1.2  "Licensed Products"

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

     shall  mean  any  topical,   non-pharmaceutical   skin  care   intermediate

     concentrates  and end-use products that contain one or more of the Licensed

     Peptides.



1.3  "Licensed Territory"

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

     shall mean the United States,  its  territories  and  possessions,  and all

     other  countries  in which  Helix has or may have patent  applications  and

     patents which cover or relate to the Licensed Peptides.



1.4  "Effective  Date"

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

     shall mean the date of this Agreement as first written herein above.



1.5  "TPI's Affiliates"

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

     shall mean and include BioSouth Research  Laboratories,  Inc., Biosyn, Inc.

     and Vital Assist,  Inc., as well as any other entity which owns over 10% of

     TPI's voting stock or otherwise  controls  TPI's business and affairs or in

     which  10% of the  voting  stock of the  entity is owned by TPI or which is

     otherwise controlled by TPI.



1.6  "Gross Sales"

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

     shall have the meaning set forth in Section 3.2.





1.7  "Licensed Field of Use"

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