CERTIFICATE OF OWNERSHIP AND MERGER
HELIX BIOMEDIX, INC,
A COLORADO CORPORATION,
WITH AND INTO
HELIX BIOMEDIX, INC.,
A DELAWARE CORPORATION
Helix BioMedix, Inc., a corporation organized and existing under the laws of Colorado ("Helix Colorado")
DOES HEREBY CERTIFY:
1. That this corporation was incorporated pursuant to the laws of the State of Colorado, the provisions of which
permit the merger of a parent corporation existing under the laws of said state with and into a subsidiary
corporation organized and existing under the laws of another state.
2. That this corporation owns all of the outstanding shares of the stock of Helix BioMedix, Inc., a corporation
incorporated on the 1st day of November, 2000, pursuant to the General Corporation Law of the State of
3. That this corporation, by resolution of the Board of Directors dated the 6th day of November, 2000, a copy
of which is attached as Exhibit A, determined to merge into itself said Helix Delaware.
4. That in accordance with the laws of the State of Colorado, the shareholders of Helix Colorado were given
notice of the proposed merger and their approval was sought therefor at the annual meeting of shareholders of
Helix Colorado, held December 15, 2000. At that meeting, in excess of 70% of shareholders entitled to vote on
the merger voted in favor thereof.
5. That Helix Delaware survives the merger.
6. That the effective date of the merger shall be December 29, 2000.
IN WITNESS WHEREOF, said Helix Colorado has caused this Certificate to be signed by R. Stephen Beatty,
its President, this 26 th day of December, 2000.
HELIX BIOMEDIX, INC.
By: /s/ R. Stephen Beatty
R. Stephen Beatty, President