BYLAWS

                                       OF

                              HELIX BIOMEDIX, INC.





                                    PREAMBLE



      These Bylaws are subject to, and governed by, the General Corporation Law

of the State of Delaware ("DGCL") and the Certificate of Incorporation (the

"Certificate of Incorporation") of Helix BioMedix, Inc. (the "Corporation"). In

the event of a direct conflict between the provisions of these Bylaws and the

mandatory provisions of the DGCL or the provisions of the Certificate of

Incorporation, such provisions of the DGCL and the Certificate of Incorporation,

as the case may be, will be controlling.





                                    ARTICLE I



                               OFFICES AND RECORDS



      SECTION 1.1. REGISTERED OFFICE AND AGENT. The registered office and

registered agent of the Corporation shall be as designated from time to time by

the appropriate filing by the Corporation in the office of the Secretary of

State of the State of Delaware.



      SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at such

other places, both within and without the State of Delaware, as the Board of

Directors of the Corporation (the "Board of Directors") may from time to time

determine or the business of the Corporation may require.



      SECTION 1.3. BOOKS AND RECORDS. The books and records of the Corporation

may be kept at the Corporation's principal executive office or at such other

locations as may from time to time be designated by the Board of Directors.

Consents and notices may be received in the form of electronic communications

provided that they are reproduced in paper form and delivered to the

Corporation's principal executive office unless otherwise provided in the

Certificate of Formation or the DGCL. The use of reproductions of consents

including, but not limited to copies, faxes, and other reliable reproductions,

may be used in lieu of the original writing for any and all purposes for which

the original writing could be used, provided the reproduction is a complete

reproduction of the entire original writing pursuant to the DGCL.





                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



      SECTION 2.1. ANNUAL MEETINGS. An annual meeting of the Corporation's

stockholders (the "Stockholders") shall be held each calendar year for the

purposes of (i) electing directors as provided in Article III and (ii)

transacting such other business as may properly be brought before the meeting.

Each annual meeting shall be held on such date (no later than 13 months after

the date of the last annual meeting of Stockholders) and at such time as shall

be designated by the



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Board of Directors and stated in the notice or waivers of notice of such

meeting.



      SECTION 2.2. SPECIAL MEETINGS. Special meetings of the Stockholders, for

any purpose or purposes, may be called at any time by the Chairman of the Board

(if any) or the Chief Executive Officer and shall be called by the Secretary at

the written request, or by resolution adopted by the affirmative vote, of a

majority of the total number of directors which the Corporation would have if

there were no vacancies (the "Whole Board"), which request or resolution shall

fix the date, time and place, and state the purpose or purposes, of the proposed

meeting. Except as provided by applicable law, these Bylaws, or the Certificate

of Incorporation, Stockholders shall not be entitled to call a special meeting

of Stockholders or to require the Board of Directors or any officer to call such

a meeting or to propose business at such a meeting. Business transacted at any

special meeting of Stockholders shall be limited to the purposes stated in the

notice or waivers of notice of such meeting.



      SECTION 2.3. PLACE OF MEETINGS. The Board of Directors may designate the

place of meeting (either within or without the State of Delaware) for any

meeting of Stockholders. If no designation is made by the Board of Directors,

the place of meeting shall be held at the principal executive office of the

Corporation.



      SECTION 2.4. NOTICE OF MEETINGS. (a) Written or electronic notice of each

meeting of Stockholders shall be delivered to each Stockholder of record

entitled to vote thereat, which notice shall (i) state the place, date and time

of the meeting and, in the case of a special meeting, the purpose or purposes

for which the meeting is called and (ii) be given not less than 10 nor more than

60 days before the date of the meeting.



            (b) Each notice of a meeting of Stockholders shall be given as

provided in Section 9.1, except that if no address appears on the Corporation's

books or stock transfer records with respect to any Stockholder, notice to such

Stockholder shall be deemed to have been given if sent by first-class mail or

telecommunication to the Corporation's principal executive office or if

published at least once in a newspaper of general circulation in the county

where such principal executive office is located.



            (c) If any notice addressed to a Stockholder at the address of such

Stockholder appearing on the books of the Corporation is returned to the

Corporation by the United States Postal Service marked to indicate that the

United States Postal Service is unable to deliver the notice to the Stockholder

at such address, all further notices to such Stockholder at such address shall

be deemed to have been duly given without further mailing if the same shall be

available to such Stockholder upon written demand of such Stockholder at the

principal executive office of the Corporation for a period of one year from the

date of the giving of such notice.



            (d) Any previously scheduled meeting of the Stockholders may be

postponed by resolution of the Board of Directors upon public notice given prior

to the time previously scheduled for such meeting.



      SECTION 2.5. VOTING LIST. At least 10 days before each meeting of

Stockholders, the Secretary or other officer or agent of the Corporation who has

charge of the Corporation's stock



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{PAGE}   3



ledger shall prepare a complete list of the Stockholders entitled to vote at

such meeting, arranged in alphabetical order and showing, with respect to each

Stockholder, his address and the number of shares registered in his name. Such

list shall be open to the examination of any Stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least

10 days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice or waivers

of notice of the meeting or, if not so specified, at the place where the meeting

is to be held. The list shall also be produced and kept open at the time and

place of the meeting during the whole time thereof, and may be inspected by any

Stockholder who is present. The stock ledger of the Corporation shall be the

only evidence as to who are the Stockholders entitled to examine any list

required by this Section 2.5 or to vote at any meeting of Stockholders.



      SECTION 2.6. QUORUM AND ADJOURNMENT. The holders of a majority of the

voting power of the outstanding shares of the Corporation entitled to vote

generally in the election of directors (the "Voting Stock"), present in person

or by proxy, shall constitute a quorum at any meeting of Stockholders, except as

otherwise provided by applicable law, the Certificate of Incorporation, or these

Bylaws. If a quorum is present at any meeting of Stockholders, such quorum shall

not be broken by the withdrawal of enough Stockholders to leave less than a

quorum and the remaining Stockholders may continue to transact business until

adjournment. If a quorum shall not be present at any meeting of Stockholders,

the holders of a majority of the voting stock represented at such meeting or, if

no Stockholder entitled to vote is present at such meeting, any officer of the

Corporation may adjourn such meeting from time to time until a quorum shall be

present. Notwithstanding anything in these Bylaws to the contrary, the chairman

of any meeting of Stockholders shall have the right, acting in his sole

discretion, to adjourn such meeting from time to time.



      SECTION 2.7. ADJOURNED MEETINGS. When a meeting of Stockholders is

adjourned to another time or place, unless otherwise provided by these Bylaws,

notice need not be given of the adjourned meeting if the time and place thereof

are announced at the meeting at which the adjournment is taken; provided,

however, if an adjournment is for more than 30 days or if after an adjournment a

new record date is fixed for the adjourned meeting, a notice of the adjourned

meeting shall be given to each Stockholder entitled to vote thereat. At any

adjourned meeting at which a quorum shall be present in person or by proxy, the

Stockholders entitled to vote thereat may transact any business which might have

been transacted at the meeting as originally noticed.



      SECTION 2.8. VOTING. (a) Election of directors at all meetings of

Stockholders at which directors are to be elected shall be by written ballot or

electronic communications and, except as otherwise provided in the Certificate

of Incorporation, a plurality of the votes cast thereat shall elect. Except as

otherwise provided by applicable law, the Certificate of Incorporation or these

Bylaws, all matters other than the election of directors submitted to the

Stockholders at any meeting shall be decided by a majority of the votes cast

with respect to such matter. Except as otherwise provided in the Certificate of

Incorporation or by applicable law, (i) no Stockholder shall have any right of

cumulative voting and (ii) each outstanding share, regardless of class, shall be

entitled to one vote on each matter submitted to a vote at a meeting of

Stockholders.



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{PAGE}   4



            (b) Shares standing in the name of another corporation (whether

domestic or foreign) may be voted by such officer, agent or proxy as the bylaws

of such corporation may prescribe or, in the absence of such provision, as the

board of directors of such corporation may determine. Shares standing in the

name of a deceased person may be voted by the executor or administrator of such

deceased person, either in person or by proxy. Shares standing in the name of a

guardian, conservator, or trustee may be voted by such fiduciary, either in

person or by proxy, but no fiduciary shall be entitled to vote shares held in

such fiduciary capacity without a transfer of such shares into the name of such

fiduciary. Shares standing in the name of a receiver may be voted by such

receiver. A Stockholder whose shares are pledged shall be entitled to vote such

shares, unless in the transfer by the pledgor on the books of the Corporation he

has expressly empowered the pledgee to vote thereon, in which case only the

pledgee (or his proxy) may represent the stock and vote thereon.



            (c) If shares or other securities having voting power stand of

record in the name of two or more persons (whether fiduciaries, members of a

partnership, joint tenants, tenants in common, tenants by the entirety or

otherwise) or if two or more persons have the same fiduciary relationship

respecting the same shares, unless the Secretary is given written notice to the

contrary and is furnished with a copy of the instrument or order appointing them

or creating the relationship wherein it is so provided, their acts with respect

to voting shall have the following effect:



            (i) if only one votes, his act binds all;



            (ii) if more than one votes, the act of the majority so voting binds

      all; and



            (iii) if more than one votes but the vote is evenly split on any

      particular matter, each faction may vote the securities in question

      proportionately or any person voting the shares, or a beneficiary, (if

      any) may apply to the Delaware Court of Chancery or such other court as

      may have jurisdiction to appoint an additional person to act with the

      person so voting the shares, which shall then be voted as determined by a

      majority such persons and the person so appointed by the court.



If the instrument so filed shows that any such tenancy is held in unequal

interests, a majority or even-split for the purpose of the paragraph (c) shall

be a majority or even-split in interest.



      SECTION 2.9. PROXIES. (a) At any meeting of Stockholders, each Stockholder

having the right to vote thereat may be represented and vote either in person or

by proxy executed in writing by such Stockholder or by his duly authorized

attorney-in-fact. Each such proxy shall be filed with the Secretary of the

Corporation at or before the beginning of each meeting at which such proxy is to

be voted. Unless otherwise provided therein, no proxy shall be valid after three

years from the date of its execution. Each proxy shall be revocable unless

expressly provided therein to be irrevocable and coupled with an interest

sufficient in law to support an irrevocable power or unless otherwise made

irrevocable by applicable law.



            (b) A proxy shall be deemed signed if the Stockholder's name is

placed on the proxy (whether by manual signature, telegraphic transmission or

otherwise) by the Stockholder



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or his attorney-in-fact. In the event any proxy shall designate two or more

persons to act as proxies, a majority of such persons present at the meeting

(or, if only one shall be present, then that one) shall have and may exercise

all the powers conferred by the proxy upon all the persons so designated unless

the proxy shall otherwise provide.



            (c) Except as otherwise provided by applicable law, by the

Certificate of Incorporation or by these Bylaws, the Board of Directors may, in

advance of any meeting of Stockholders, prescribe additional regulations

concerning the manner of execution and filing of proxies (and the validation of

same) which may be voted at such meeting.



      SECTION 2.10. RECORD DATE. For the purpose of determining the Stockholders

entitled to notice of or to vote at any meeting of Stockholders (or any

adjournment thereof) or to receive payment of any dividend or other distribution

or allotment of any rights or to exercise any rights in respect of any change,

conversion or exchange of stock or for the purpose of any other lawful action,

the Board of Directors may fix a record date, which record date shall not

precede the date on which the resolution fixing the record date is adopted by

the Board of Directors or be more than 60 nor less than 10 days prior to the

date of such meeting nor more than 60 days prior to any other action. If no

record date is fixed, (i) the record date for determining Stockholders entitled

to notice of or to vote at a meeting of Stockholders shall be at the close of

business on the day next preceding the day on which notice is given or, if

notice is waived, at the close of business on the day next preceding the day on

which the meeting is held and (ii) the record date for determining Stockholders

for any other purpose shall be at the close of business on the day on which the

Board of Directors adopts the resolution relating thereto. A determination of

Stockholders of record entitled to notice of or to vote at a meeting of

Stockholders shall apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for the adjourned meeting.



      SECTION 2.11. CONDUCT OF MEETINGS; AGENDA. (a) Meetings of the

Stockholders shall be presided over by the officer of the Corporation whose

duties under these Bylaws require him to do so; provided, however, if no such

officer of the Corporation shall be present at any meeting of Stockholders, such

meeting shall be presided over by a chairman to be chosen by a majority of the

Stockholders entitled to vote at the meeting who are present in person or by

proxy. At each meeting of Stockholders, the officer of the Corporation whose

duties under these Bylaws require him to do so shall act as secretary of the

meeting; provided, however, if no such officer of the Corporation shall be

present at any meeting of Stockholders, the chairman of such meeting shall

appoint a secretary. The order of business at each meeting of Stockholders shall

be as determined by the chairman of the meeting, including such regulation of

the manner of voting and the conduct of discussion as seems to him in order.



            (b) The Board of Directors may, in advance of any meeting of

Stockholders, adopt an agenda for such meeting, adherence to which the chairman

of the meeting may enforce.



      SECTION 2.12. INSPECTORS OF ELECTION; OPENING AND CLOSING OF POLLS. (a)

Before any meeting of Stockholders, the Board of Directors may, and if required

by law shall, appoint one or more persons to act as inspectors of election at

such meeting or any adjournment thereof. If any person appointed as inspector

fails to appear or fails or refuses to act, the chairman of the



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meeting may, and if required by law or requested by any Stockholder entitled to

vote or his proxy shall, appoint a substitute inspector. If no inspectors are

appointed by the Board of Directors, the chairman of the meeting may, and if

required by law or requested by any Stockholder entitled to vote or his proxy

shall, appoint one or more inspectors at the meeting. Notwithstanding the

foregoing, inspectors shall be appointed consistent with the mandatory

provisions of Section 231 of the DGCL.



            (b) Inspectors may include individuals who serve the Corporation in

other capacities (including as officers, employees, agents or representatives);

provided, however, that no director or candidate for the office of director

shall act as an inspector. Inspectors need not be Stockholders.



            (c) The inspectors shall (i) determine the number of shares of

capital stock of the Corporation outstanding and the voting power of each, the

number of shares represented at the meeting, the existence of a quorum and the

validity and effect of proxies and (ii) receive votes or ballots, hear and

determine all challenges and questions arising in connection with the right to

vote, count and tabulate all votes and ballots, determine the results and do

such acts as are proper to conduct the election or vote with fairness to all

Stockholders. On request of the chairman of the meeting, the inspectors shall

make a report in writing of any challenge, request or matter determined by them

and shall execute a certificate of any fact found by them. The inspectors shall

have such other duties as may be prescribed by Section 231 of the DGCL.



            (d) The chairman of the meeting may, and if required by the DGCL

shall, fix and announce at the meeting the date and time of the opening and the

closing of the polls for each matter upon which the Stockholders will vote at

the meeting.



      SECTION 2.13. PROCEDURES FOR BRINGING BUSINESS BEFORE ANNUAL MEETINGS. (a)

Notwithstanding anything in these Bylaws to the contrary, no business shall be

conducted at an annual meeting of Stockholders except in accordance with the

procedures hereinafter set forth in this Section 2.13; provided, however, that

nothing in this Section 2.13 shall be deemed to preclude discussion by any

Stockholder of any business properly brought before any annual meeting of

Stockholders in accordance with such procedures.



            (b) At any annual meeting of Stockholders, only such business shall

be conducted as shall have been properly brought before the meeting. To be

properly brought before an annual meeting, business must be (i) specified in the

notice of meeting (or any supplement thereto) given by or at the direction of

the Board of Directors, (ii) otherwise properly brought before the meeting by or

at the direction of the Board of Directors or (iii) properly brought before the

meeting by a Stockholder. In addition to any other applicable requirements, for

business to be properly brought before an annual meeting by a Stockholder, the

Stockholder must have given timely notice thereof in writing to the Secretary.

To be timely, a Stockholder's notice must be delivered to or mailed and received

at the principal executive office of the Corporation not less than 120 days nor

more than 150 days in advance of the first anniversary of the date of the

Corporation's proxy statement released to Stockholders in connection with the

previous year's annual meeting of Stockholders; provided, however, that if no

annual meeting was held in the previous year or the date of the annual meeting

of Stockholders has been changed



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{PAGE}   7



by more than 30 calendar days from the date contemplated at the time of the

previous year's proxy statement, the notice must be received by the Corporation

at least 80 days prior to the date the Corporation intends to distribute its

proxy statement with respect to such meeting. Any meeting of Stockholders which

is adjourned and will reconvene within 30 days after the meeting date as

originally noticed shall, for purposes of any Stockholder's notice contemplated

by this paragraph (b), be deemed to be a continuation of the original meeting,

and no business may be brought before such adjourned meeting by any Stockholder

unless timely notice of such business was given to the Secretary of the

Corporation for the meeting as originally noticed.



      (c) Each notice given by a Stockholder as contemplated by paragraph (b)

above shall set forth, as to each matter the Stockholder proposes to bring

before the annual meeting, (i) the nature of the proposed business with

reasonable particularity, including the exact text of any proposal to be

presented for adoption and any supporting statement, which proposal and

supporting statement shall not in the aggregate exceed 500 words, and his

reasons for conducting such business at the annual meeting, (ii) any material

interest of the Stockholder in such business, (iii) the name, principal

occupation and record address of the Stockholder, (iv) the class and number of

shares of the Corporation which are held of record or beneficially owned by the

Stockholder, (v) the dates upon which the Stockholder acquired such shares of

stock and documentary support for any claims of beneficial ownership and (vi)

such other matters as may be required by the Certificate of Incorporation.



      (d) The foregoing right of a Stockholder to propose business for

consideration at an annual meeting of Stockholders shall be subject to such

conditions, restrictions and limitations as may be imposed by the Certificate of

Incorporation. Nothing in this Section 2.13 shall entitle any Stockholder to

propose business for consideration at any special meeting of Stockholders.



      (e) The chairman of any meeting of Stockholders shall determine whether

business has been properly brought before the meeting and, if the facts so

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