<PAGE>
                                                                   EXHIBIT 10.37

                                 LEASE AMENDMENT


         DATED:        OCTOBER 28, 2002

         BETWEEN:      PACIFIC REALTY ASSOCIATES, L.P.,
                       A DELAWARE LIMITED PARTNERSHIP                   LANDLORD

         AND:          MICROHELIX, INC.,
                       AN OREGON CORPORATION                              TENANT



                      By written lease dated April 20, 1992, PI (Medical), an
         Oregon corporation, leased from Landlord approximately 5,000 square
         feet of office space located in Building B, PacTrust Business Center,
         16125 S.W. 72nd Avenue, Portland, Oregon 97224. By Lease Amendment
         dated August 12, 1992, the Lease was amended. By Lease Amendments dated
         February 16, 1995 and April 26, 1996, the term of the Lease was
         extended. By Lease Amendment dated July 3, 1997, PI (Medical) leased an
         additional approximately 15,000 square feet of warehouse and office
         space. Tenant's leased area now totals approximately 20,000 square feet
         of warehouse and office space (hereinafter referred to as the
         "Premises"). By undated facsimile notification PI Medical notified
         Landlord that it had changed its name to BioElectric Corporation. By
         e-mail notification dated October 24, 2002, Bioelectric Corporation
         notified Landlord that it had been acquired by and had changed its name
         to microHelix, Inc. (hereinafter referred to as "Tenant") on February
         9, 2000. Such documents are hereinafter jointly referred to as the
         "Lease." The Lease expired July 31, 2002. Tenant has been leasing the
         Premises on a month-to-month basis.

                      Tenant now wishes to extend the term of the Lease.

                      NOW, THEREFORE, the parties agree as follows:

                1. The term of the Lease shall be extended for an additional
         twenty-five (25) months commencing November 1, 2002 and continuing
         through November 30, 2004.

                2. Commencing November 1, 2002 and continuing through the
         extended term, Tenant shall pay base rent according to the following
         schedule:

<Table>
<Caption>
                                                                                             Base Rent
                         Period                                                              per Month
                         ------                                                             ----------

<S>                      <C>                                                                <C>
                         November 1, 2002 through November 30, 2002                         $     0.00

                         December 1, 2002 through November 30, 2003                         $11,250.00

                         November 1, 2003 through November 30, 2004                         $15,000.00

</Table>

                3. Landlord shall provide a tenant improvement allowance of
         $15,000.00 (hereinafter referred to as "the Allowance") to be applied
         to inutually acceptable tenant improvements (hereinafter referred to as
         "Landlord's Work") within the Premises. If Landlord cannot complete or
         construct the required improvements within the Allowance, Tenant agrees
         to pay to Landlord the amount by which this cost exceeds the Allowance,
         adjusted by any increases in cost initiated



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         by Tenant after the final plan and specifications have been approved by
         both parties with such amount to be paid upon completion of Landlord's
         Work. Tenant shall be responsible for the removal and replacement of
         all furniture and items on walls to facilitate Landlord's Work herein.

                4. Except as expressly modified hereby, all terms of the Lease
         shall remain in full force and effect and shall continue through the
         extended term.

                      IN WITNESS WHEREOF, the parties hereto have executed this
         Agreement on the respective dates set opposite their signatures below,
         but this Agreement on behalf of such party shall be deemed to have been
         dated as of the date first above written.

                                                LANDLORD:

                                                PACIFIC REALTY ASSOCIATES, L.P.,
                                                A Delaware limited partnership

                                                By:  PacTrust Realty, Inc.,
                                                     a Delaware corporation,
                                                     its General Partner


         Date:  10/29/2002                           By: /s/  SAM K. BRIGGS
               -------------------                        ----------------------
                                                          Sam K. Briggs
                                                          Vice President



                                                TENANT:

                                                MICROHELIX, INC.,
                                                an Oregon corporation

         Date:  October 29, 2002                By:  /s/ T.A. RIXFORD
                ------------------                   ---------------------------
                                                Name:    T.A. Rixford
                                                       -------------------------
                                                Title:   CFO
                                                       -------------------------