SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release ("Agreement and Release") is made as of November 26, 2003 (the
"Execution Date"), by and among Helix BioMedix, Inc., and Kerry Palmer ("Palmer"). Helix and Palmer are
sometimes referred to collectively as the "Parties."
I. Effective January 1, 2003, Helix and Palmer entered into an Employment Agreement ("Employment
Agreement") pursuant to which Helix agreed to employ Palmer, and Palmer accepted employment, as Chief
Financial Officer of Helix.
II. On November 26, 2003, Palmer desires to voluntarily resign from his position as the Chief Financial Officer
and Helix is willing to accept Palmer's resignation and to terminate the Employment Agreement pursuant to the
terms and conditions of this Agreement and Release.
III. The Parties also desire to settle and resolve any and all possible disputes growing out of or related to
Palmer's employment relationship with Helix, including but not limited to any possible claims Palmer could assert
against Helix and any affiliates, subsidiaries, directors, officers, shareholders, employees, agents or anyone else
against whom Palmer could assert a claim due to his employment with Helix or its termination.
AGREEMENT AND RELEASE
Therefore, Helix on the one hand and Palmer on the other hand, intending to be legally bound, agree as follows:
1. NON-ADMISSION; CONFIDENTIALITY OF AGREEMENT AND RELEASE
Palmer agrees that this Agreement and Release is not an admission by Helix that it (or any of its directors,
officers, shareholders, employees or agents) has violated any law or failed to fulfill any duty to Palmer. Palmer
and Helix both agree to keep this Agreement and Release confidential, except insofar as disclosure may be
required for legal or business reasons.
2. TERMINATION OF EMPLOYMENT
Helix and Palmer agree to discontinue Palmer's employment relationship and terminate the Employment
Agreement, effective November 26, 2003 ("Resignation Date").