THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER
HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITES LAWS, OR (C) IF REGISTERED UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
  MICROHELIX,
INC.
 
 WARRANT
TO PURCHASE
 
 SHARES OF
CLASS BCOMMON
STOCK
 
 Expires
December 30, 2014
 
 Portland,
Oregon
 Issue Date: December 30,
2009
 
 IN
CONSIDERATION OF the representations and covenants set forth herein, and other
good and valuable consideration received, and subject to the provisions
hereinafter set forth, microHelix, Inc., an Oregon
corporation (the "Company"), hereby certifies
that WS Technologies
LLC, or its registered assigns (the "Warrant Holder")is entitled to subscribe
for and purchase, during the period specified in this Warrant, up to 65,100,917
shares ("Warrant
Shares") (subject to adjustment as hereinafter provided) of the duly
authorized, validly issued, fully paid and non-assessable Class BCommon Stock of the
Company, at an exercise price per share equal to $0.001 per share (subject to
adjustment as hereinafter provided, the "Exercise Price") subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth. The right to purchase Warrant Shares will expire at 12:01 a.m., Pacific
Time, on December 30, 2014.
  1.           Registration of Warrant. The
Company will register this Warrant upon records to be maintained by the Company
for that purpose (the "Warrant
Register"), in the name of the record Warrant Holder hereof from time to
time. The Company may deem and treat the registered Warrant Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Warrant Holder, and for all other purposes, and the
Company will not be affected by notice to the contrary.
  
  2.           Representations and Covenants of the
Warrant Holder. This Warrant has been entered into by the Company in
reliance upon the following representations and covenants of the Warrant
Holder:
  (a)           The
Warrant Holder by accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an affiliate for
investment purposes and not with the view to any offering or distribution and
that the Warrant Holder will not sell or otherwise dispose of this Warrant or
the underlying Warrant Shares in violation of applicable securities
laws.
  (b)           The
Warrant Holder acknowledges that the certificates representing any Warrant
Shares will bear a legend indicating that they have not been registered under
the United States Securities Act of 1933, as amended (the "1933 Act"), and may not be
sold by the Warrant Holder except pursuant to an effective registration
statement or pursuant to an exemption from registration requirements of the 1933
Act and in accordance with federal and state securities laws.
  (c)           In
no event will the Warrant Holder make a disposition of any of its rights to
acquire Common Stock or Common Stock issuable upon exercise of such rights
unless and until (i) it has notified the Company of the proposed disposition,
and (ii) if requested by the Company, it has furnished the Company with an
opinion of counsel satisfactory to the Company and its counsel to the effect
that (A) appropriate action necessary for compliance with the 1933 Act has been
taken, or (B) an exemption from the registration requirements of the 1933 Act is
available. Notwithstanding the foregoing, the restrictions on the
transferability of any security will terminate when such security is effectively
registered under the 1933 Act and sold by the holder thereof in accordance with
such registration, or such security is sold without registration in compliance
with Rule 144 under the 1933 Act. Whenever the restrictions imposed under this
section terminate, the Warrant Holder or holder of a share of Common Stock then
outstanding as to which such restrictions have terminated will be entitled to
receive from the Company one or more new certificates for the Warrant or for
such shares of Common Stock not bearing any restrictive legend.
  (d)           The
Warrant Holder is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D promulgated under the 1933 Act.
  (e)           The
Warrant Holder has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment,
and has the ability to bear the economic risks of its investment.
  (f)           The
Warrant Holder understands that if a registration statement covering this
Warrant or the Common Stock is not in effect when it desires to sell this
Warrant or the Common Stock, it may be required to hold such securities for an
indefinite period. The Warrant Holder also understands that any sale of this
Warrant or the Common Stock purchased under this Warrant which might be made by
it in reliance upon Rule 144 under the 1933 Act may be made only in accordance
with the terms and conditions of that Rule.
  2
  3.           Validity of Warrant and Issue of
Shares.
  (a)           Subject
to Section
3.1(b), the Company represents and warrants that this Warrant has been
duly authorized and validly issued and warrants and agrees that all shares of
Class BCommon
Stock that may be issued upon the exercise of the rights represented by this
Warrant will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof. Subject to Section 3.1(b), the
Company further warrants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of Class BCommon Stock to provide
for the exercise of the rights represented by this Warrant.
  (b)           Warrant
Holder acknowledges that as of the date of this Warrant the Company has not
authorized any shares of Class B Common Stock and the Company does not have
sufficient authorized but unissued shares of Common Stock to permit exercise of
this Warrant. Therefore, this Warrant cannot be exercised until such conditions
are corrected. The Company covenants to use commercially reasonable efforts
to call as soon as possible a shareholders meeting for the purpose of amending
its Articles of Incorporation to include enough authorized shares of Common
Stock to permit exercise in full of this Warrant, or to take such other action
as may be necessary to permit such exercise in full (including authorizing a
reverse stock split) (the "Required Action"). The
exercise of this Warrant into shares of Class BCommon Stock as provided
herein shall be contingent upon the completion of the Required
Action. Warrant Holder further acknowledges that, until such the Required
Action shall be completed, Warrant Holder's rights under this Warrant may not be
exercised. Warrant Holder further acknowledges that if, for any reason, the
Company does not authorize Class BCommon Stock, then this
Warrant shall be exercisable for shares of Common Stock, subject to the
limitations on exercisability in this Section.
  4.           Registration of Transfers of
Warrant. Subject to compliance with the legend set forth on the face of
this Warrant and Section2(c), the Company
will register the transfer of any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant with the Form of Assignment attached
hereto duly completed and signed, to the Company. Upon any such registration or
transfer, a new warrant to purchase Class B Common Stock, in substantially the
form of this Warrant (any such new warrant, a "New Warrant"), evidencing the
portion of this Warrant so transferred will be issued to the transferee and a
New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, will be issued to the transferring Warrant Holder. The acceptance of the
New Warrant by the transferee thereof will be deemed the acceptance of such
transferee of all of the rights and obligations of a Warrant Holder of a
Warrant.
  5.           Exercise of
Warrants.
  (a)           Upon
surrender of this Warrant with the Form of Election to Purchase attached hereto
duly completed and signed to the Company, and upon payment and delivery of the
Exercise Price per Warrant Share multiplied by the number of Warrant Shares that
the Warrant Holder intends to purchase hereunder, in lawful money of the United
States of America, in cash or by certified or official bank check or checks, to
the Company, all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company will promptly issue or cause to be issued and cause to be
delivered to or upon the written order of the Warrant Holder and in such name or
names as the Warrant Holder may designate (subject to the restrictions on
transfer described in Section2(c) and in the
legend set forth on the face of this Warrant), a certificate for the Warrant
Shares issuable upon such exercise, with such restrictive legend as required by
the 1933 Act. Any person so designated by the Holder to receive Warrant Shares
will be deemed to have become the holder of record of such Warrant Shares as of
the Date of Exercise of this Warrant.
  3
  (b)           A
"Date of Exercise" means
the date on which the Company will have received (i) this Warrant (or any New
Warrant, as applicable), with the Form of Election to Purchase attached hereto
(or attached to such New Warrant) appropriately completed and duly signed, and
(ii) payment of the Exercise Price for the number of Warrant Shares indicated by
the Warrant Holder to be purchased.
  (c)           If
less than all of the Warrant Shares which may be purchased under this Warrant
are exercised at any time, the Company will issue or cause to be issued a New
Warrant evidencing the right to purchase the remaining number of Warrant
Shares.
  (d)           The
holder of this Warrant may, at its election, exercise this Warrant in whole or
in part and, in lieu of making the cash payment otherwise contemplated to be
made to the Company upon such exercise in payment of the aggregate Exercise
Price, elect instead to receive upon such exercise the "Net Number" of shares of Class
BCommon Stock
determined according to the following formula (a "Cashless
Exercise"):
 
 Net
Number = (A x (B - C))/B
 
 (ii) For
purposes of the foregoing formula:
 
 A = the
total number of shares with respect to which this Warrant is then being
exercised.
 
 B = the
average Market Price (as defined below) over a twenty-one (21) day period ending
three trading days before the effective date of the Exercise
Notice.
 
 C = the
Warrant Exercise Price then in effect at the time of such exercise.
 
 "Market Price" means, with
respect to Warrant Shares, if (i) the shares are listed or admitted for listing
on any national securities exchange or included in The Nasdaq Global Market or
the Nasdaq Capital Market, the last reported sales price as reported on such
exchange or market; (ii) if the shares are not so listed or admitted for
trading, the average of the last reported closing bid and asked quotation for
the shares as reported on the National Association of Securities Dealers
Automated Quotation System ("Nasdaq") or a similar service if Nasdaq is not
reporting such information; or (iii) if the shares are not so listed or admitted
for trading or quoted by Nasdaq or a similar service, the average of the last
reported bid and asked quotation for the shares as quoted by a market maker in
the shares (or if there is more than one market maker, then the average of the
lowest bid and highest asked quotation). In the absence of any available public
quotations for the shares, the Board of Directors of the Company will determine
in good faith the fair market value of the shares, which determination will be
set forth in a certificate signed by the Secretary of the
Company.
  4
  6.           Adjustment of Exercise Price and
Number of Shares. The character of the shares of stock or other
securities at the time issuable upon exercise of this Warrant, the number of
Warrant Shares, and the Exercise Price are subject to adjustment upon the
occurrence of the following events, and all such adjustments will be
cumulative:
  (a)           The
Exercise Price of this Warrant and the number of shares of Class B Common Stock
or other securities at the time issuable upon exercise of this Warrant will be
appropriately adjusted to reflect any stock dividend, stock split, combination
of shares, reclassification, recapitalization or other similar event affecting
the number of outstanding shares of stock or securities.
  (b)           In
case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which
the Company will not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"), then, in
each case, the holder of this Warrant, on exercise at any time after the
consummation or effective date of such Reorganization (the "Effective Date"), will
receive, in lieu of the shares of stock or other securities at any time issuable
upon the exercise of the Warrant issuable on such exercise prior to the
Effective Date, the stock and other securities and property (including cash) to
which such holder would have been entitled upon the Effective Date if such
holder had exercised this Warrant immediately prior thereto (all subject to
further adjustment as provided in this Warrant).
  (c)           In
case of any adjustment or readjustment in the price or kind of securities
issuable on the exercise of this Warrant, the Company will promptly give written
notice thereof to the holder of this Warrant, setting forth such adjustment or
readjustment and showing in reasonable detail the facts upon which such
adjustment or readjustment is based.
  7.           Fractional Shares. The Company
will not be required to issue or cause to be issued fractional Warrant Shares on
the exercise of this Warrant. The number of full Warrant Shares that will be
issuable upon the exercise of this Warrant will be computed on the basis of the
aggregate number of Warrant Shares purchasable on exercise of this Warrant so
presented. If any fraction of a Warrant Share would, except for the provisions
of this Section7, be
issuable on the exercise of this Warrant, the Company will, at its option, (i)
pay an amount in cash equal to the Exercise Price multiplied by such fraction or
(ii) round the number of Warrant Shares issuable up to the next whole
number.
  8.           Notice of Intent to Sell or Merge the
Company.The
Company will give Warrant Holder ten (10) days notice before the event of a sale
of all or substantially all of the assets of the Company or the merger or
consolidation of the Company in a transaction in which the Company is not the
surviving entity.
  5
  9.           Registration Rights.The
Warrant Shares are subject to registration under the 1933 Act pursuant to a
Registration Rights Agreement entered into concurrently with this Warrant
between the Company and the Warrant Holder.
  10.         Notices. All notices and other
communications hereunder will be in writing and will be deemed to have been
given (i) on the date they are delivered if delivered in person; (ii) on the
date delivered by an overnight courier service; or (iii) on the third business
day after it is mailed by registered or certified mail, return receipt requested
with postage and other fees prepaid as follows:
 
 If to the
Company:
 
 microHelix,
Inc.
 5300
Meadows Road, Suite 400
 Lake
Oswego, Oregon 97035
 Attention:
President
 
 If to the Warrant
Holder:
 
 WS
Technologies LLC
 5300
Meadows Road, Suite 400
 Lake
Oswego, Oregon 97035
 Attention:
Legal Department
 
 Either
party may subsequently designate another address for notices by written notice
to the other party.
  11.         Miscellaneous.
  (a)           This
Warrant constitutes the entire agreement between the Company and Warrant Holder
with respect to the subject matter hereof, and supersedes all prior agreements
between the parties with respect to such subject matter. This Warrant will be
binding on and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Warrant may be amended only in a writing
signed by the Company and the Warrant Holder.
  (b)           Nothing
in this Warrant will be construed to give to any person or corporation other
than the Company and the Warrant Holder any legal or equitable right, remedy or
cause of action under this Warrant; this Warrant will be for the sole and
exclusive benefit of the Company and the Warrant Holder.
  (c)           This
Warrant will be governed by, construed and enforced in accordance with the
internal laws of the State of Oregon without giving effect to principles of
conflicts of law. The parties hereto irrevocably submit to the jurisdiction of
any state or federal court sitting in Multnomah County, Oregon, in any action or
proceeding brought to enforce, or otherwise arising out of or relating to, this
Warrant, and hereby waive any objection to venue in any such court and any claim
that such forum is an inconvenient forum.
  6
  (d)           Each
party hereby irrevocably waives any right it may have, and agrees not to
request, a jury trial for the adjudication of any dispute hereunder or in
connection herewith or arising out of this Warrant or any transaction
contemplated hereby. In the event suit or action is brought by any party under
this Warrant to enforce any of its terms, or in any appeal therefrom, it is
agreed that the prevailing party or parties will be entitled to reasonable
attorneys fees to be fixed by the arbitrator, trial court, and/or appellate
court.
  (e)           The
parties agree that a breach or violation of this Warrant will result in
immediate and irreparable harm to the non-breaching party in an amount that will
be impossible to ascertain at the time of the breach or violation, and that the
award of monetary damages will not be adequate relief to the non-breaching
party. The non-breaching party will be entitled to seek equitable or injunctive
relief, in addition to other remedies to which it may be entitled at law or
equity. In any action for equitable relief, the parties agree to waive any
requirement for the posting of a bond or security.
  (f)           The
headings herein are for convenience only, do not constitute a part of this
Warrant and will not be deemed to limit or affect any of the provisions
hereof.
  (g)           In
case any one or more of the provisions of this Warrant will be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant will not in any way be affected or impaired
thereby and the parties will attempt in good faith to agree upon a valid and
enforceable provision which will be a commercially reasonably substitute
therefor, and upon so agreeing, will incorporate such substitute provision in
this Warrant.
  (h)           The
Warrant Holder will not, by virtue hereof, be entitled to any voting or other
rights of a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holder are limited to those expressed in this
Warrant.
  (i)
           This Warrant
may be executed in one or more counterparts, each of which when executed will be
deemed to be an original, but all of which taken together will constitute one
and the same agreement. A facsimile transmission of this signed Warrant will be
legal and binding on all parties hereto.
 
 [Signature
page follows]
  7
  IN
WITNESS WHEREOF, each party has caused this Warrant to be duly executed by its
authorized representative effective as of the Original Issue Date.
 
 COMPANY:
                
                WARRANT
      HOLDER:MICROHELIX,
      INC.
                
                WS
      TECHNOLOGIES LLCBy
      microHelix, Inc., its ManagerBy:
                /s/Thomas A. Sidley
                
                By:
                /s/ Thomas A. SidleyName:
      Thomas A. Sidley
                
                Name:
      Thomas A. SidleyTitle:
      President
                
                Title:
      President
  
  FORM
OF ELECTION TO PURCHASE
 
 (To be
executed by the Warrant Holder to exercise the right to purchase shares of Class
B Common Stock under the foregoing Warrant)
  To: MICROHELIX, INC.
  In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase _____________ shares of Class
BCommon Stock
("Common Stock"), no par value, of microHelix, Inc. and encloses the
warrant.
  Method of
Exercise (Please check one box):
   ̈ The undersigned elects
to exercise the attached Warrant by means of a cash payment, and tenders
herewith the Exercise Price (as defined in the Warrant, originally $__ per
Warrant Share) for each Warrant Share being purchased or an aggregate of
$___________ in cash or certified or official bank check or checks, which sum
represents the aggregate Exercise Price together with any applicable taxes
payable by the undersigned pursuant to the Warrant.
   ̈ The undersigned elects
to exercise the attached Warrant by means of the net exercise provisions of
Section 5(d) of the Warrant.
 
 The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:
 
 _____________________________________
 _____________________________________
 _____________________________________
 (Please
print name and address)
  _____________________________________
 (Please
insert Social Security or Tax Identification Number)
 
 If the
number of shares of Common Stock issuable upon this exercise will not be all of
the shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:
 
 _____________________________________
 _____________________________________
 _____________________________________
 (Please
print name and address)
 
 Dated:
      ___________
                  Name
      of Warrant Holder:(Print)
      ____________________________(By)
      ______________________________(Name)
      ___________________________(Title)
      ____________________________Signature
      must conform in all respects to name of Warrant Holder as
                    specified
      on the face of the
Warrant
  
  FORM
OF ASSIGNMENT
 (To be
signed only on transfer of Warrant)
 
 TO:       MICROHELIX,
INC.
  FOR VALUE RECEIVED, the undersigned
      Registered HolderPrint
      Name of
Holder
 
 (Please
      insert Social Security or Tax Identification Number of
                            Registered
      Holder)
  hereby
sells, assigns and transfers unto
  _____________________________________
 _____________________________________
 _____________________________________
 (Please
Print Name and Address including Zip Code)
  _____________________________________
 (Please
insert Social Security or Tax Identification Number of Assignee)
  The right
to purchase ________ shares of Common Stock of microHelix, Inc., evidenced by
the attached Warrant, and irrevocably constitutes and appoints
_____________________________________ attorney to transfer this Warrant on the
books of microHelix, Inc. with the full power of substitution in the
premises.
 
 If this
assignment is not an assignment of all of the shares of Common Stock which the
undersigned is entitled to purchase in accordance with the enclosed Warrant, the
undersigned requests that a new Warrant evidencing the right to purchase the
shares of Common Stock not assigned hereby be issued in the name of and
delivered to the Registered Holder.
  Dated: ________________________
  Signature:
  _____________________________________
 By:
__________________________________
 Title:
_________________________________
  (Signature
must conform in all respects to the name of the Registered Holder as specified
on the face of the attached Warrant in every particular, without alteration
or any change whatsoever.)