EXHIBIT 10.6

     NEITHER THE SECURITY EVIDENCED BY THIS WARRANT NOR THE SECURITIES  ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES ACT  (COLLECTIVELY,  THE
"SECURITIES LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES (I) ARE
REGISTERED UNDER THE SECURITIES LAWS OR (II) ARE EXEMPT FROM REGISTRATION  UNDER
THE  SECURITIES  LAWS  AND  THE  COMPANY  IS  PROVIDED  AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




Warrant No.:   25
Issue Date:   1/1/2002                                   Number of Shares: 15000
Termination Date:   1/1/2012                            (subject to adjustment)




                              HELIX BIOMEDIX, INC.

                          COMMON STOCK PURCHASE WARRANT

     THIS IS TO CERTIFY  that,  for value  received and subject to the terms and
conditions of this Warrant,  Ralph Katz (the "Holder") is entitled,  at any time
prior  to the  Termination  Date as  defined  in  Section  4(c)  (the  "Exercise
Period"),  to subscribe for and purchase upon exercise of this Warrant,  Fifteen
thousand  (15000) shares of the fully paid and  nonassessable  Common Stock, par
value $0.001 per share, of Helix  BioMedix,  Inc., a Delaware  corporation  (the
"Company") (the "Warrant Stock").  The purchase price of the Warrant Stock shall
be $1.50 per share (the "Unit Price").

     This Warrant is subject to the following additional terms and conditions:

     1.   Vesting Warrant Stock. The warrant stock shall vest immediately.
          ---------------------

     2.   Method of Exercise.
          ------------------

     (a) This  Warrant  may be  exercised  in whole or in part,  but not as to a
fractional share of Common Stock,  only during the Exercise Period by delivering
to the Company (i) the form of "Election to Purchase" attached hereto as Exhibit
A, duly  completed  and executed by the Holder,  (ii) this warrant  certificate,
(iii)  payment of the Unit  Price,  in cash or by check,  for each  share  being
purchased,  and (iv) such other  documents  as the Company may  determine  to be
reasonably  necessary  in  connection  with the  issuance of the Warrant  Stock;
provided that the Holder is an "accredited  investor" (as defined in Section 501
of Regulation D promulgated under the Securities Act of 1933, as amended) at the
time of exercise.

<PAGE>

     (b) As an alternative to exercising this Warrant  pursuant to in subsection
(a)  above,  the Holder  may elect to  exercise  this  Warrant  only  during the
Exercise  Period  by  delivering  to the  Company  (i) the  form of  "Notice  of
Conversion"  attached  hereto as Exhibit B, duly  completed  and executed by the
Holder,  (ii) this warrant  certificate,  and (iii) such other  documents as the
Company may determine to be reasonably necessary in connection with the issuance
of the Warrant Stock;  provided that the Holder is an "accredited  investor" (as
defined in Section 501 of Regulation D promulgated  under the  Securities Act of
1933,  as  amended) at the time of  exercise.  Upon  exercise,  pursuant to this
subsection  2(b) (and  without  payment  by the Holder of the Unit  Price),  the
Holder shall be entitled to receive that number of shares of the Common Stock of
the Company equal to the quotient obtained by dividing ((A-B) x C) by A, where:

      A =      the fair  market  value of one share of the  Common
               Stock of the  Company on the date of  exercise of the
               Warrant (as determined by the Board of Directors)

      B =      the per share Unit Price

      C =      the total number of shares of Common Stock of the Company
               subject to purchase upon exercise of this Warrant

If the above  calculation  results in a number less than one,  then no shares of
the Common  Stock of the Company  shall be  issuable or issued  pursuant to this
Subsection (b).

     3. Delivery of Stock Certificates.
     ----------------------------------
     Within  ten (10) days after the  exercise  of this  Warrant  (in full or in
part),  the  Company at its expense  (except  for the payment of any  applicable
transfer  taxes)  shall  issue in the name of and  deliver  to the  Holder (a) a
certificate  or  certificates  for the  number of fully  paid and  nonassessable
shares  of  Warrant  Stock to which  the  Holder  shall be  entitled  upon  such
exercise,  and (b) unless this Warrant has expired,  a new Warrant  representing
the number of shares (except a remaining  fractional share) of Warrant Stock, if
any,  with  respect to which this  Warrant  shall not have been  exercised.  The
Holder  shall for all  purposes be deemed to have become the holder of record of
such shares of Warrant  Stock on the date on which this  Warrant is  surrendered
and payment on the Warrant Price is made,  irrespective  of the date of delivery
of the certificate or  certificates  representing  the Warrant Stock;  provided,
that if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed,  such person shall be deemed to have become the
holder of record of such shares of Warrant Stock at the close of business on the
next succeeding date on which the stock transfer books are open.

<PAGE>

     4. Covenants as to Warrant Stock.
     ---------------------------------
     The Company  covenants  and agrees that all shares of Warrant  Stock issued
pursuant to the terms of this  Warrant  will,  upon their  issuance,  be validly
issued  and  outstanding,  fully paid and  nonassessable.  The  Company  further
covenants  and agrees that the  Company  will at all times have  authorized  and
reserved  a  sufficient  number of shares of  Common  Stock to  provide  for the
exercise of the rights represented by this Warrant.

     5. Termination.
     ---------------
     Upon a merger,  consolidation,  acquisition of all or substantially  all of
the  property  or  stock,   reorganization   or   liquidation   of  the  Company
(collectively, a "Reorganization"), as a result of which the stockholders of the
Company  receive cash,  stock or other  property in exchange for their shares of
Common  Stock,  this  Warrant  shall be  automatically  converted as provided in
Section 1(b) immediately prior to the Reorganization;  provided,  however,  that
the Company shall have delivered to the Holder notice of the  Reorganization  no
less  than  ten  (10)   business   days  before  the  date   scheduled  for  the
Reorganization and that the Holder shall have the right immediately prior to the
Reorganization  to exercise this Warrant as provided in Section 3(a) or to elect
in writing that this Warrant not be automatically  converted as provided in this
Section 5(a).  Unless the Holder  exercises  this Warrant as provided in Section
1(a) or elects in writing  that this Warrant not be  automatically  converted as
provided in this Section 6(a), this Warrant shall be automatically  converted as
provided in Section 3(b) immediately prior to the Reorganization.  To the extent
Holder  elects in writing that this Warrant not be  automatically  converted and
otherwise  does not exercise  this  Warrant  prior to the  Reorganization,  this
Warrant shall be canceled and all rights under this Warrant shall terminate upon
the Reorganization. If not sooner canceled pursuant to the provisions of Section
5(a),  this Warrant  shall be canceled and the rights  granted  hereunder  shall
terminate  at the  close  of  business  on  September  30,  2011.  The  date  of
termination  of this  Warrant as  provided  in  Sections  5(a) and 5(b) shall be
referred to herein as the "Termination Date."

     6. Adjustments Affecting Common Stock.
     --------------------------------------

          (a) Reclassification.
          ---------------------
          In the case of any  reclassification  or  change of the  Common  Stock
     issuable  upon  exercise of this  Warrant,  the Company shall execute a new
     Warrant,  providing that the Holder of this Warrant shall have the right to
     exercise such new Warrant,  in substantially the form hereof, and upon such
     exercise  to  receive,  in lieu of each share of Common  Stock  theretofore
     issuable upon  exercise of this  Warrant,  the number and kind of shares of
     stock,   other   securities,   money  or  property   receivable  upon  such
     reclassification  or change by a holder of shares of Common Stock. Such new
     Warrant shall provide for adjustments  which shall be as nearly  equivalent
     as may be  practicable to the  adjustments  provided for in this Section 6.
     (b) Exercise Price. If any of the following  events shall occur at any time
     or from time to time prior to the  exercise in full of this  Warrant or the
     Termination  Date,  the  following  adjustments  shall  be made to the Unit
     Price:

               (1) Split, Subdivision or Combination of Shares.
               ------------------------------------------------
               If the Company at any time while this Warrant remains outstanding
          and  unexpired  shall  split,  subdivide  or combine its Common  Stock
          issuable  upon  exercise  of this  Warrant,  the Unit  Price  shall be
          proportionately  decreased  in the case of a split or  subdivision  or
          increased  in the  case of a  combination.

<PAGE>

               (2) Stock Dividends and Distributions.
               --------------------------------------
               If the Company at any time while this Warrant is outstanding  and
          unexpired shall pay a stock dividend or other stock  distribution with
          respect to the Common  Stock  (except  any  distribution  specifically
          provided  for in Section 6(a) or 6(b)(1)  above),  then the Unit Price
          shall be  adjusted,  from and after the date of  determination  of the
          stockholders  entitled to receive such  dividend or  distribution,  to
          that  price  determined  by  multiplying  the  Unit  Price  in  effect
          immediately  prior to such date of determination by a fraction (i) the
          numerator  of which shall be the total  number of shares of the Common
          Stock outstanding  immediately prior to such dividend or distribution,
          and (ii) the  denominator of which shall be the total number of shares
          of the Common Stock  outstanding  immediately  after such  dividend or
          distribution.

          (d) Adjustment to Number of Shares.
          -----------------------------------
          After any  adjustment of the Unit Price  pursuant to Section 6(b), the
     number of shares of Warrant  Stock  issuable at the new Unit Price shall be
     adjusted to the number  obtained by (i) multiplying the number of shares of
     Warrant Stock  issuable upon  exercise of this Warrant  immediately  before
     such  adjustment  by the  Unit  Price in  effect  immediately  before  such
     adjustment and (ii) dividing the product so obtained by the new Unit Price.

     7. Fractional Shares.
     ---------------------
     No fractional shares shall be issued upon the exercise of this Warrant.  In
lieu of fractional  shares, the Company shall pay the Holder a sum in cash equal
to the  fair  market  value  of the  fractional  shares  (as  determined  by the
Company's Board of Directors) on the date of exercise.

     8. Restrictions on Transfer.
     ----------------------------
     This Warrant or any securities  purchased upon exercise of this Warrant may
not be  transferred  with the prior  written  consent of the Company,  which the
Company may not  unreasonably  withhold or condition.  The Company may condition
its consent upon any reasonable restriction,  including, but not limited to: (a)
that such transfer is registered  under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  and any applicable state securities or blue sky laws,
(b) that the Company has received a legal opinion reasonably satisfactory to the
Company to the effect that the transfer is exempt from the  prospectus  delivery
and  registration  requirements  of the Securities Act and any applicable  state
securities or blue sky laws,  (c) that the Company  otherwise  satisfies  itself
that such transfer is exempt from registration,  and (d) that the Holder pay the
costs and expenses necessary to comply with applicable securities and other laws
relating to such transfer.

     9. Market Standoff Agreement.
     -----------------------------
     In connection with any public offering of the Company's securities and upon
request  of the  Company  or the  underwriters  managing  such  offering  of the
Company's  securities,  Purchaser  agrees  not to sell,  make any short sale of,
loan,  grant any  option  for the  purchase  of,  or  otherwise  dispose  of any
securities  of the  Company  (other  than those  included  in the  registration)
without the prior written  consent of the Company or such  underwriters,  as the
case may be,  for such  period of time (not to exceed 180 days in the case of an
initial public  offering and not to exceed 90 days in any  subsequent  offering)
from the effective date of such  registration as may be requested by the Company
or such  managing  underwriters  and to  execute  an  agreement  reflecting  the
foregoing as may be requested by the  underwriters  at the time of such a public
offering.

<PAGE>

     10. Legend.
     -----------
     A legend  setting  forth or  referring to the above  restrictions  shall be
placed on this Warrant, any replacement hereof and any certificate  representing
a security  issued  pursuant to the exercise of this Warrant and a stop transfer
restriction  or order may be placed  on the  books of the  Company  and with any
transfer  agent  until  such   securities  may  be  legally  sold  or  otherwise
transferred.

     11. Holder as Owner.
     --------------------
     The Company may deem and treat the holder of record of this  Warrant as the
absolute owner hereof for all purposes regardless of any notice to the contrary.

     12. No Rights as Stockholder.
     -----------------------------
     This  Warrant  shall not entitle the Holder to any voting  rights or to any
other rights as a stockholder  of the Company or to any other rights  whatsoever
except the rights stated  herein;  no cash dividend or interest shall be payable
or shall  accrue in respect of this  Warrant or the  Warrant  Stock  purchasable
hereunder unless, until and to the extent that this Warrant shall be exercised.

     13. Construction.
     -----------------
     The  laws  of the  State  of  Washington  shall  govern  the  validity  and
interpretation  of the terms and  provisions  of this Warrant.  The  descriptive
headings of the several  sections of this Warrant are  inserted for  convenience
only and shall not control or affect the meaning or  construction  of any of the
provisions thereof.

     14. Expiration.
     ---------------
     This Warrant  shall be void and all rights  represented  hereby shall cease
unless  exercised on or before the Termination  Date. All restrictions set forth
herein on the  shares of  capital  stock  issued  upon  exercise  of any  rights
hereunder  shall  survive such  exercise and  expiration  of the rights  granted
hereunder.

     15. Lost Warrant Certificate.
     -----------------------------
     If this Warrant is lost, stolen,  mutilated or destroyed, the Company shall
issue a new  Warrant  of like  denomination,  tenor  and  date as this  Warrant,
subject to the Company's  right to require the Holder to give the Company a bond
or other satisfactory  security  sufficient to indemnify the Company against any
claim that may be made  against it  (including  any  expense  or  liability)  on
account of the alleged loss, theft, mutilation or destruction of this Warrant or
the issuance of such new Warrant.

     16. Waivers and Amendments.
     ---------------------------
     This Warrant or any provision hereof may be changed, waived,  discharged or
terminated  only by a statement  in writing  signed by the party  against  which
enforcement of the change, waiver, discharge or termination is sought.

     17. Notices.
     ------------
     All notices or other  communications  required or permitted hereunder shall
be in writing and shall be deemed effectively delivered and given on the earlier
of (a)  personal  delivery  or (b) three days after  mailing  by  registered  or
certified mail with return receipt requested, addressed as follows:

<PAGE>

                  If to the Holder:

                           Ralph Katz
                           440 S. LaSalle Drive, Suite 1615
                           Chicago, IL 60605

                  If to the Company:

                           Helix BioMedix, Inc.
                           22122 20th Avenue SE, Suite #148
                           Bothell, WA 98021


     Each of the  foregoing  parties  shall be  entitled  to specify a different
address by giving five (5) days'  advance  written  notice as  aforesaid  to the
other party.

     18. Investment Intent.
     ----------------------
     By accepting this Warrant,  the Holder represents that he is acquiring this
Warrant for investment  and not with a view to, or for sale in connection  with,
any distribution thereof.

     IN WITNESS  WHEREOF,  the Company has executed this  certificate  as of the
date first written above.



                                   HELIX BIOMEDIX, INC.


                                   By:  /s/ R. Stephen Beatty
                                        ------------------------------------
                                        R. Stephen Beatty, President and CEO

<PAGE>

                                    EXHIBIT A

                              ELECTION TO PURCHASE
                              --------------------


To:   HELIX BIOMEDIX, INC.


     The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for _______________  shares of Common Stock of Helix BioMedix,  Inc., on
the  terms  and  conditions  specified  in this  Warrant,  and  requests  that a
certificate  for the  shares  hereby  purchased  (and  any  securities  or other
property  issuable upon such exercise) be issued in the name of and delivered to
_________________________,              whose             address             is
____________________________________________  and,  if  such  shares  shall  not
include all of the shares  into which this  Warrant is  exercisable,  that a new
Warrant of like tenor and date for the balance of the shares issuable  hereunder
be delivered to the undersigned.

     The  undersigned  represents  (i) that the  undersigned  is an  "accredited
investor"  (as  defined in Section 501 of  Regulation  D  promulgated  under the
Securities Act of 1933, as amended) as of the date of this Election to Purchase,
(ii)  that the  aforesaid  shares of Common  Stock  are being  acquired  for the
account of the  undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof, and (iii) that the undersigned has
no present intention of distributing or reselling such shares.


Dated:
       ---------------------


                                     ------------------------------------
                                     Signature of Registered Owner


                                     ------------------------------------
                                     (Street Address)


                                     ------------------------------------
                                     (City)         (State)     (Zip Code)



                                     ------------------------------------
                                     (Social Security Number or Tax I.D. Number)


<PAGE>



                                    EXHIBIT B

                              NOTICE OF CONVERSION
                              --------------------


To:  HELIX BIOMEDIX, INC.


     (1) The  undersigned  hereby  elects to convert the  attached  Common Stock
Purchase  Warrant (the  "Warrant") into such number of shares of Common Stock of
Helix BioMedix,  Inc. as is determined  pursuant to Section 1(b) of the Warrant,
which conversion shall be effected pursuant to the terms of the Warrant.

     (2) Please issue a certificate or certificates  representing said shares of
Common Stock in the name of the undersigned.

     (3) The  undersigned  represents (i) that the undersigned is an "accredited
investor"  (as  defined in Section 501 of  Regulation  D  promulgated  under the
Securities Act of 1933, as amended) as of the date of this Notice of Conversion,
(ii)  that the  aforesaid  shares of Common  Stock  are being  acquired  for the
account of the  undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof, and (iii) that the undersigned has
no present intention of distributing or reselling such shares.