CONSULTING AGREEMENT



        This Agreement, dated December 29, 2000 but effective for all purposes

as of July 1, 2001, is entered into by and between HELIX BIOMEDIX, INC., a

Colorado corporation (the "Company"), and Keith P. Lanneau, a resident of

Louisiana ("Lanneau" or "Consultant").



        In consideration of 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:





                                    AGREEMENT





        1. Engagement Term. The Company hereby engages Lanneau as a consultant

to render services to the Company as described below, commencing on July 1,

2001, and extending for a term of two years, and expiring on June 30, 2003.

Consultant hereby accepts the engagement as a consultant with the Company

pursuant to the terms and conditions hereof. Consultant agrees to consult with

and on behalf of the Company, as requested by the Chief Executive Officer

("CEO") of the Company from time to time. Upon request, Consultant agrees to

make himself available for such consulting services and agrees to perform such

services in a professional manner, to the best of his ability.



               Except upon the prior written consent of the Board of Directors

of the Company, Consultant shall not during the term of this Agreement engage,

directly or indirectly, engage in any other business activity (whether or not

pursued for pecuniary advantage) that is or may be competitive with, or that

might place him in a competing position to that of the Company or any other

corporation or entity that directly or indirectly controls, is controlled by, or

is under common control with the Company (as "Affiliated Company").



        2. Compensation. As sole compensation for Consultant's services to be

rendered hereunder, the Company shall pay to Consultant, in arrears, a monthly

retainer of $5,000; provided that in the event Consultant works more than 50

hours during any calendar month, he will be paid $100 per hour for each hour in

excess of 50 (in addition to the retainer).



        3. Termination of Engagement. This Agreement shall terminate upon the

earliest of the following to occur: (i) mutual written consent of the Company

and Lanneau to terminate this Agreement, (ii) written notice of termination by

Lanneau, which termination shall be effective sixty days following the date such

notice is delivered to the Company; (iii) written notice of termination by the

Company to Lanneau, but only if the Company provides







{PAGE}   2

to Lanneau written notice of default by Lanneau hereunder and Lanneau fails to

remedy or cure such default within 15 days following such notice, or (iv) the

death of Lanneau. Upon any such termination, the Company shall pay to Lanneau

amounts due to him through the date of termination (prorated for any partial pay

period). Consultant hereby acknowledges and agrees that all personal property,

including, without limitation, all books, manuals, records, reports, notes,

contracts, lists, and other documents, proprietary information, copies of any of

the foregoing, and equipment furnished to or prepared by Employee in the course

of or incident to his employment, belongs to the Company and shall be delivered

to the Company upon termination of this Agreement.



        4. Intellectual Property; Confidentiality; Non-Competition.



        4.1 Intellectual Property. Consultant agrees to disclose to the Company

promptly, all inventions, discoveries and/or original works of authorship or

compilations thereof (hereinafter referred to as "Technologies") including

without limitation products, processes, designs, formulas, specifications,

prototype, models, samples, economies, reports or manuscripts as well as all

improvements made thereto, that are conceived, developed and/or reduced to

practice by Consultant during the term of this Agreement and within the scope of

work and duties performed by Consultant for the Company. The Consultant also

agrees to assign to the Company Consultant's entire right, title, and interest

in said Technologies and to any patent(s), copyright(s), trademark(s) or service

mark(s) which may be issued thereon by any of the various states, including

Louisiana, the United States of America, and/or any foreign country and/or any

political subdivision thereof, under any applicable state, federal, or foreign

laws or international conventions. Further, Consultant agrees to make no other

assignment, grant, mortgage, license or agreement affecting the rights and

property to be assigned pursuant to this paragraph without first obtaining the

express written consent of the Company. When requested to so do, during or

subsequent to Consultant's employment with the Company, at no out-of-pocket

expense to Consultant, Consultant agrees to communicate and deliver all facts,

information and data concerning said Technologies and improvements thereto, if

any, to the Company or its designee; to execute all initial, divisional,

continuing, substitute, renewal, or reissue applications for letters patent or

copyrights, trademarks and/or service marks, foreign or domestic, as well as

make or execute all rightful oaths, declarations, assignments, powers of

attorney and/or other documents, and generally, do everything reasonably

necessary for securing, maintaining and enforcing the Company's rights in and to

said Technologies and improvements thereto and for vesting title therein in the

Company or its designee. The undertakings set forth in this Paragraph 4.1 shall

survive the termination of this Agreement.



        4.2 Confidentiality. Consultant acknowledges that during his engagement

with the Company, Consultant may receive, make use of, or add to the Company's

Confidential Information defined for the purposes of this Agreement as

consisting of, but not limited to (a) proprietary information relating to

compositions, structure and formulations of





{PAGE}   3



membrane disruptive peptides (cytoporins) and applications thereof for

pharmaceutical and non-drug use; (b) product designs, processes, formulas,

specifications, prototypes, models, samples, economies, data, records, reports,

manuscripts, and other materials of a proprietary nature; (c) records and policy

matters relating to finance, accounting, sales, personnel, property, management,

and operations; and (d) matters relating to the Company's operations such as its

clients lists, its compilation of its clients' service requirements, its price

and fee structures, its cost of services, and its cost of operations. Consultant

understands and agrees that said Confidential Information is disclosed to

Consultant in confidence and is to be used for the Company's benefit only.

Consultant agrees that he/she will keep all such information confidential at all

times during and for a period of two years after his engagement with the

Company; will not disclose or communicate such Confidential Information to any

third party without the express, written consent of the Company; and will not

use such Confidential Information on his own behalf or on behalf of any third

party. In view of the nature of the Confidential Information the Consultant will

receive during the course of his engagement, Consultant understands and agrees

that any unauthorized disclosure to third parties of said Confidential

Information or other violation or threatened violation of this Agreement would

cause irreparable damage to the trade secret status of the Confidential

Information and to the Company and that the Company shall be entitled to seek a

judicial injunction prohibiting Consultant from any such disclosure, attempted

disclosures, violation or threatened violation. The undertakings set forth in

this Paragraph 4.2 shall survive the termination of this Agreement.



               4.3 Non-competition Covenants. Consultant covenants and agrees

that, during the term of this Agreement and for a period of two years following

termination of this Agreement, he shall not (i) engage, directly or indirectly,

in any other business activity that is competitive with, or that places him in a

competing position to that of the Company or an Affiliated Company within the

Parishes of East Baton Rouge, Jefferson and Orleans, Louisiana; or (ii) hire,

solicit, or attempt to hire on behalf of himself or any other party any employee

or exclusive consultant of the Company. For purposes of this Agreement, the

Company's business is defined as (i) developing, testing, patenting, and

manufacturing synthetic bioactive peptides (small proteins) having applications

in the pharmaceutical and health care fields, (ii) seeking patent protection to

protect its proprietary technology, and (iii) licensing its technology and in

seeking strategic corporate alliances for further development and

commercialization of same.



        In view of the national nature of the Company's business, Consultant

further agrees that during the term of this Agreement and for a period of two

years following termination of this Agreement, Consultant shall not engage,

directly or indirectly, in any other business activity that is competitive with,

or that places him in a competing position to that of the Company or any

Affiliated Company, within any of the forty-nine states of the United States of

America other than Louisiana. Anything contained herein to the contrary



{PAGE}   4

notwithstanding, this paragraph only of this Section 4.3 shall be governed by

and enforceable in accordance with the laws of the state in which it is being

enforced against Consultant.



               If any court of proper jurisdiction finds that this covenant is

overly broad or unenforceable for any reason whatsoever, then it is hereby

agreed that this covenant will be reduced or amended to be enforceable to the

extent allowable under applicable law. A violation of this covenant not to

compete by Consultant shall entitle the Company to recover all damages for the

loss sustained and the profit of which the Company has been deprived.

Additionally, the Company is entitled to injunctive relief in enforcing the

terms of this covenant not to compete without the necessity of proving

irreparable injury.



        5. Assignment: Successors and Assigns. Consultant shall not assign,

sell, transfer, delegate or otherwise dispose of, whether voluntarily or

involuntarily, or by operation of law, any rights or obligations under this

Agreement, nor shall Consultant's rights be subject to encumbrance or the claims

of creditors. Any such purported assignment, transfer, or delegation shall be

null and void. Nothing in this Agreement shall prevent the consolidation of the

Company with, its acquisition by, or its merger into, any other corporation, or

the sale by the Company of all or substantially all of its properties or assets

or stock in an arm's length transaction (the foregoing are collectively referred

to herein as an "Acquisition"), or the assignment by the Company of this

Agreement and the performance of its obligations hereunder in connection with

any such Acquisition or to any successor in interest or any Affiliated Company.

Subject to the foregoing this Agreement shall be binding upon and shall inure to

the benefit of the parties and their respective heirs, legal representatives,

successors, and permitted assigns, and shall not benefit any person or entity

other than those enumerated above.



        6. Notices. All notices and other communications required or permitted

hereunder shall be made in writing and shall be deemed to have been duly given

if delivered personally or by overnight courier upon receipt or three days after

deposit in the Untied States mail, return receipt requested, and addressed to

the Consultant at:



               Keith P. Lanneau

               2151 East Lakeshore Drive

               Baton Rouge, Louisiana 70808



        or to the Company at:



               Helix BioMedix, Inc.

               210 Baronne Street

               New Orleans, Louisiana 70112

               Attn: Chief Executive Officer

{PAGE}   5

        Either party may change its address for purposes of this Section by

giving notice as set forth above.



        7. Entire Agreement. This Agreement represents the entire understanding

of the parties with respect to the subject matter hereof, and may be amended

only by a writing signed by the parties hereto. This Agreement, along with any

amendments hereto, supersede any prior negotiations, offers, or agreements

between the Company and the Consultant with regard to the subject matter hereof.



        8. Amendments: Waivers. This Agreement may not be modified, amended, or

changed except by an instrument in writing, signed by the Consultant and by a

duly authorized representative of the Company other than Consultant. Either

party may waive compliance by the other party with any provision of this

Agreement; provided, however, that such waiver shall not operate as a waiver of,

or estoppel with respect to, any other or subsequent failure. No failure to

exercise and no delay in exercising any right, remedy, or power hereunder shall

preclude any other or further exercise thereof or the exercise of any other

right, remedy, or power provided herein or by law or in equity.



        9. Severability. If any provision of this Agreement, as applied to any

person or circumstances, is declared by a court of competent jurisdiction to be

illegal, invalid or unenforceable the remainder of this Agreement, or the

application of such provision to persons or circumstances other than those as to

which it is held illegal, invalid or unenforceable, shall not be affect thereby.

If, moreover, any one or more of the provisions contained in this Agreement

shall for any reason be held to be excessively broad as to time, duration,

geographical scope, activity or subject, it shall be construed by limiting and

reducing it, so as to be enforceable to the extent compatible with the

applicable law as it shall then appear.



        10. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Louisiana.



        11. Consultant Acknowledgment. Consultant acknowledges (i) that he has

consulted with or has had the opportunity to consult with independent counsel of

his own choice concerning this Agreement, and has been advised to do so by the

Company, and (ii) that he has read and understands the Agreement, is fully aware

of its legal effect, and has entered into it freely based on his own judgment.



        12. Counterparts. This Agreement may be executed in one or more

counterparts, all of which taken together shall constitute one and the same

Agreement.



{PAGE}   6

        13. Relationship of Parties. Consultant shall be deemed an independent

contractor and not an employee of the Company. 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, the

Company. Consultant shall be responsible for all taxes associated with

compensation (both cash and (if any) stock) paid to Consultant hereunder,

including but not limited to income taxes and social security taxes.



        The parties have duly executed this Consulting Agreement as of the date

first written above.



WITNESSES:                             HELIX BIOMEDIX, INC.



                                       By:

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

                                           R. Stephen Beatty, President and

-----------------------------              Chief Executive Officer





-----------------------------          Consultant



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

                                       Keith P. Lanneau

{PAGE}   7

                                    HELIX/TPI





                           RESEARCH ALLIANCE AGREEMENT





                               SEPTEMBER 30, 1999







                                      * * *









                A NOVATION OF THE COOPERATIVE ENDEAVOR AGREEMENT



                              OF NOVEMBER 10, 1995





                                    EXHIBITS





{PAGE}   8

A  By Reference       HBM PRIVATE PLACEMENT MEMORANDUM



B  Attached           HBM/TPI COOPERATIVE ENDEAVOR AGREEMENT (1995)



C  Attached           KPL MONOGRAPH IN THE BIOTECHNOLOGY REPORT



D  By Reference       HELIX/LSU NOVATION OF PRIOR AGREEMENTS (1998)



E  By Reference       FOLIO II--THE BIOMEDIX/LSU LYTIC PEPTIDE TECHNOLOGY



F  Attached           THE DERIVATIVE PEPTIDES DEFINED



G Attached            OTHER HELIX TECHNOLOGY DEFINED



H Attached            SCOPE OF RESEARCH



I  Attached           CONFIDENTIAL DISCLOSURE AGREEMENT

{PAGE}   9

                           RESEARCH ALLIANCE AGREEMENT



        THIS AGREEMENT is made and entered into as of the 30th day of September,

1999 by and among:



HELIX BIOMEDIX, INC., a Colorado corporation, whose permanent mailing address is

2151 East Lakeshore Drive, Baton Rouge, Louisiana 70808 (hereinafter "HBM"); and



HELIX BIOMEDIX, INC., a Louisiana corporation and wholly owned subsidiary of

HBM, whose permanent mailing address is 2151 East Lakeshore Drive, Baton Rouge,

Louisiana 70808 (hereinafter "HBMLA"), (said HBM and HBMLA hereinafter referred

to collectively as "HELIX"); and



THERAPEUTIC PEPTIDES, INC., a Louisiana corporation, authorized to do and doing

business in the State of Louisiana, herein represented by its President, Donald

R. Owen, whose permanent mailing address is 5701 Crawford Street, Suite 1,

Harahan, Louisiana 70123 (hereinafter "TPI"); and



BIOSOUTH RESEARCH LABORATORIES, INC., a Louisiana corporation, represented by

its President, Donald R. Owen, whose permanent mailing address is 5701 Crawford

Street, Suite 1, Harahan, Louisiana 70123 (hereinafter "BRL"); and



DONALD R. OWEN, individually, whose permanent mailing address is 5701 Crawford

Street, Suite 1, Harahan, Louisiana 70123 (hereinafter "OWEN" OR "DR. OWEN")

(TPI, BRL AND OWEN are collectively as the "TPI GROUP").



(the foregoing parties are hereinafter referred to collectively as "the

Parties").



        THIS AGREEMENT becomes effective as of its "EFFECTIVE DATE" which shall

be the same as the date (hereinafter "CLOSING") upon which HBM breaks escrow on

its private offering of securities pursuant to HBM's Private Placement

Memorandum dated July 19, 1999 ("PPM"), which PPM is incorporated herein by

reference as Exhibit A; provided, however, said CLOSING shall have occurred on

or before September 30, 1999.



{PAGE}   10

                                   WITNESSETH:



        WHEREAS, HELIX, TPI, AND BRL have successfully participated since 1995

in a joint research and developmental endeavor in the field of bioactive,

membrane disruptive peptides; said joint endeavor having been undertaken in

accordance with the terms of that certain "Cooperative Endeavor Agreement" dated

November 10, 1995, a copy of which Agreement is attached hereto as Exhibit B and

made a part hereof; and



        WHEREAS, HELIX, TPI, AND BRL desire to continue their cooperative

research program, but choose to amend certain terms of the aforesaid agreement,

and further desire to include DR. OWEN, president of TPI and BRL, as a party to

the amended agreement in view of his past and continuing personal contributions

to the research activities; and



        WHEREAS, it is necessary for HELIX to obtain additional corporate

financing to continue expansion of its research activities and development of a

valuable patent estate; and



        WHEREAS, HELIX has reached the minimum level of funding pursuant to the

PPM and the release of such funding from escrow is contingent upon execution of

this amended agreement by and among the Parties; and



        WHEREAS, said funding will accelerate the research collaboration between

HELIX and TPI and thereby materially enhance the efforts of HELIX to expand its

patent portfolio, to attract strategic corporate alliances, and to commercialize

HELIX's proprietary technology;



        NOW THEREFORE, the Parties do hereby enter into this "RESEARCH ALLIANCE

AGREEMENT" which comprises amendments to and which constitutes a novation of the

earlier aforesaid "Cooperative Endeavor Agreement" (Exhibit B);



        AND, NOW THEREFORE, in consideration of the mutual rights and

obligations set forth below, THE PARTIES HERETO AGREE AS FOLLOWS:



                                   ARTICLE I.



                                   DEFINITIONS



A.      MEMBRANE DISRUPTIVE PEPTIDES ( "MD PEPTIDES" OR "MDPS") shall mean:

        small bioactive proteins (i.e. peptides) which interact with the plasma

        membrane of cells by forming trans-membrane pores or otherwise causing

        disruption of the membrane structure and thereby affecting the

        biological functioning of the cell; some of the properties of such MDPs

        being more fully described in Exhibit C herein (a technical monograph

        authored by Keith P. Lanneau and published in The Biotechnology Report

        1994/95).







                                       2

{PAGE}   11

B.      HELIX/LSU PEPTIDES shall mean: MDPs which are subject of various U.S.

        and foreign patents and/or patent applications previously assigned to

        Louisiana State University (hereinafter "LSU") and under exclusive

        license to HELIX, which patents and patent applications (hereinafter the

        HELIX/LSU PATENT ESTATE) have been fully assigned to HELIX effective

        January 15, 1998 under the terms of that certain agreement between HELIX

        and LSU entitled "Novation of Prior Agreements" dated February 19,1998.

        A copy of that agreement, defining the "HELIX/LSU PATENT ESTATE", has

        been made available to each of the parties hereto and is incorporated

        herein by reference as Exhibit D. The HELIX/LSU PEPTIDES and their

        properties and uses are described in the specifications of the cited

        patents and applications and are more fully described herein in Exhibit

        E entitled "Folio II--The BioMedix/LSU Lytic Peptide Technology".

        Exhibit E has also been made available to each of the parties hereto and

        is incorporated herein by reference. The HELIX/LSU PEPTIDES include

        peptides which may be lytic and/or proliferative, synergistic with other

        bioactive agents, and active as wound healing and cancer therapy

        compounds.



C.      HELIX/LSU PATENT ESTATE shall mean: as set forth above in ARTICLE I-B,

        those patents and patent applications defined in Exhibit D and any

        divisional patent applications and patents derived therefrom. Copies of

        all such patents and patent applications have heretofore been made

        available to each of the Parties to this agreement.



D.      DERIVATIVE PEPTIDES shall mean: all of those xenobiotic (not occurring

        in nature) MDPs heretofore designed and synthesized by TPI and hereafter

        to be designed and synthesized by TPI (pursuant to terms of this

        Agreement) and/or third parties, which MDPs are structural and/or

        sequence analogues derived from the general structural conformations of

        various of the HELIX/LSU PEPTIDES; which DERIVATIVE PEPTIDES are further

        described in Exhibit F attached hereto. Some of the previously screened

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