HELIX BIOMEDIX, INC.
UNITED STOCK TRANSFER, INC.
AS RIGHTS AGENT
DATED AS OF AUGUST 21, 2003
This Rights Agreement ("Agreement") is made and entered into this 21th day of August, 2003, by and between
Helix BioMedix, Inc., a Delaware corporation ("Company") and United Stock Transfer, Inc. ("Rights Agent").
A. The Company's Board of Directors has authorized and declared a dividend of one preferred share purchase
right ("Right") for each Common Share (as such term is hereinafter defined) outstanding at the close of business
on September 15, 2003 ("Record Date").
B. Each Right represents the right to purchase one one-hundredth of a Preferred Share (as such term is defined in
Section 1 of this Agreement), upon the terms and subject to the conditions herein set forth.
C. The Company's Board of Directors has further authorized and directed the issuance of one Right with respect
to each Common Share that shall become outstanding between the Record Date and the earliest to occur of the
Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are defined in Section
Appendix A to this Agreement); provided, however, that Rights may be issued with respect to Common Shares
that shall become outstanding after the Distribution Date and prior to the earlier of the Redemption Date and the
Final Expiration Date in accordance with the provisions of Section 22 of this Agreement.
Now therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby agree as follows:
SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the terms set forth in Appendix A
attached to, and incorporated into, this Agreement have the meanings attributed to them in Appendix A.
SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights Agent to act
as agent for the Company in accordance wit