AMENDED AND RESTATED CONSULTING AGREEMENT
This AMENDED AND RESTATED CONSULTING AGREEMENT (this "Agreement"), dated as of May __,
2001, is entered into by and among HELIX BIOMEDIX, INC., a Delaware corporation ("Helix"), and THE
PAISLEY GROUP, L.L.C., a Washington limited liability company ("Consultant").
WHEREAS, Helix and Consultant entered into a consulting agreement on October 27, 2000 (the "Prior
Agreement"), containing provisions relating to the services to be provided to Helix by consultant and the
compensation to be paid by Helix to Consultant; and
WHEREAS, Helix and Consultant desire to amend and restate the terms governing the relationship between the
WHEREAS, Helix is a publicly owned biotechnology company which is engaged in (i) developing, testing,
patenting, and manufacturing synthetic bioactive peptides (small proteins) having applications in the
pharmaceutical and health care fields and (ii) licensing its proprietary technology and in seeking strategic
corporate alliances for further development and commercialization of its technology (collectively, the "Business");
WHEREAS, Helix desires outside professional assistance in various areas of strategic and financial planning and
believes that Consultant has experience and expertise that will be valuable to Helix; and
WHEREAS, Helix desires to engage Consultant as a consultant, and Consultant desires to perform consulting
services for Helix, under the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises, 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:
Except as provided in Sections 2.5(c) and 16 below, the Prior Agreement is hereby extinguished and replaced in
its entirety by this Agreement.
2.1 Consulting Services.
Helix hereby engages Consultant, and Cons