EXHIBIT 10.19

                              CONSULTING AGREEMENT


     This CONSULTING AGREEMENT (this "Agreement"),  dated as of October 1, 2002,
is entered  into by and among  HELIX  BIOMEDIX,  INC.,  a  Delaware  corporation
("Helix"), and Ralph Katz ("Consultant").

                              PRELIMINARY RECITALS

     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"); and

     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:

     1. Consulting.
     --------------

          1.1 Consulting Services.
          ------------------------
          Helix hereby engages  Consultant,  and Consultant  hereby accepts such
     engagement  and  agrees  to serve as  consultant  to Helix  concerning  the
     Business  for a period  of one  year,  beginning  on the date  hereof  (the
     "Consulting Period").

          1.2 Duties.
          -----------
          Consultant shall faithfully and to the best of its ability perform the
     duties  assigned by the Board of  Directors  of Helix and shall serve under
     the direction of the President and Chief Executive Officer of Helix.  These
     duties shall include, without limitation, the following duties:

          (a)  strategic planning,

          (b)  assisting Helix in developing and monitoring business and science
               plans,

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          (c)  assisting Helix in seeking additional financing,

          (d)  assisting Helix with efforts to enhance shareholder value, and

          (e)  reporting on a quarterly basis  Consultant's  progress in respect
               of duties assigned by Board, in a format reasonably  requested by
               the Chief Executive Officer of Helix.

          1.3 Relationship of Parties.
          ----------------------------
          Consultant  shall  be  deemed  an  independent  contractor  and not an
     employee of Helix. All letterhead, business cards and promotional materials
     used or  distributed by Consultant  shall present  Consultant as a business
     consultant to, and not an employee or principal of, Helix. Consultant shall
     be responsible for all taxes associated with payment  hereunder,  including
     but not limited to income taxes and social security taxes.

          1.4 Expenses.
          -------------
          All  ordinary  and  reasonable   out-of-pocket  expenses  incurred  by
     Consultant  solely as a result of the performance of Consultant's  services
     as  assigned  pursuant to Section 2.2 above,  including  reasonable  travel
     expenses,  shall be  reimbursed  to  Consultant  by  Helix,  provided  that
     Consultant   shall  have   submitted   an  invoice   together   with  other
     documentation of such expenses as Helix may reasonably require.

          1.5 Compensation.
          -----------------

               (a)  As  consideration   for  the  services  to  be  rendered  by
          Consultant hereunder,  its agreement not to compete with Helix and its
          agreement  to  promote  services  for and  through  Helix  during  the
          Consulting  Period,   Helix  hereby  grants  to  Consultant   warrants
          ("Warrants")  to  purchase  an  aggregate  of  one  hundred   thousand
          (100,000)  shares of the Helix's common stock at an exercise price per
          share of $1.00.  Warrants  shall have a ten-year  term,  commencing on
          October  1,  2002 and  ending on  October  1,  2012,  when any and all
          unexercised Warrants granted herein shall expire and terminate.

               (b) In the  event of any  change  in the  outstanding  shares  of
          common   stock  by   reason   of  any   stock   dividend   or   split,
          recapitalization,  merger,  consolidation,  combination or exchange of
          shares or other similar corporate change, the maximum aggregate number
          and  class of  shares  of  common  stock  which  may be  purchased  by
          Consultant  pursuant to the Warrants  will be  equitably  adjusted for
          such event.

          1.6 Restricted Stock
          --------------------

               (a)  Consultant  recognizes  and  understands  that  neither  the
          Warrants  nor the shares of Common  Stock of Helix to be  purchased by
          Consultant pursuant to the Warrants  (collectively,  the "Securities")
          will be  registered  under  the  Securities  Act of 1933  ("Securities
          Act"),  or under the  securities  laws of any state  (the  "securities
          laws").

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               (b)  Consultant  represents  and warrants that (i) the Consultant
          has knowledge  and  experience in business,  finance,  securities  and
          investments,  such  experience  being  based on  actual  participation
          therein,  (ii) the  Consultant is capable of evaluating the merits and
          risks of an investment in the Securities and the  suitability  thereof
          as an investment therefor,  (iii) the Consultant is an experienced and
          sophisticated  investor in investments,  including investments similar
          to that of the  Securities,  (iv) Securities to be acquired by it will
          be acquired solely for investment and not with a view toward resale or
          redistribution  in violation of the securities laws, and no assurances
          have been made  concerning  the  future  results of Helix or as to the
          value  of  the  Securities,  and  (v)  Consultant  is  an  "accredited
          investor" within the meaning of Regulation D promulgated by the United
          States Securities and Exchange Commission (the "Commission")  pursuant
          to the Securities Act.

               (c)  Consultant  has consulted  with its own counsel in regard to
          the securities laws and is fully aware (i) of the circumstances  under
          which it is required to hold the  Securities,  (ii) of the limitations
          on the transfer or disposition of the  Securities,  and (iii) that the
          securities must be held  indefinitely  unless the transfer  thereof is
          registered under the securities laws or an exemption from registration
          is available.

               (d)  Consultant  has  been  furnished  with a copy of the  Annual
          Report on Form  10-KSB of Helix  filed with the  Commission  under the
          Securities Exchange Act of 1934, as amended, for the fiscal year ended
          December  31,  2001.  Helix  has  made  available  to  Consultant  the
          opportunity to ask questions and receive answers  concerning the terms
          and conditions of the transactions  contemplated by this Agreement and
          to obtain  any  additional  information  which  they  possess or could
          reasonably  acquire  the  purpose of  verifying  the  accuracy  of the
          information  furnished  to  Consultant  as set forth herein or for the
          purpose of considering the transactions contemplated hereby. Helix has
          offered  to,  and  agrees  during  the  term of this  Agreement,  make
          available to Consultant upon request at any time all exhibits filed by
          Helix  with  the  Commission  as  part  of any of  the  reports  filed
          therewith.

          1.7 Company Information.
          ------------------------
          In  connection  with  Consultant's  engagement,   Helix  will  furnish
     Consultant and/or the Consulting Principal with all information  concerning
     Helix which  Consultant  and/or the Consulting  Principal shall  reasonably
     request. Helix represents and warrants that all such information concerning
     Helix  will be true and  accurate  in all  material  respects  and will not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary in order to make statements  therein not misleading in light
     of  the   circumstances   under  which  such  statements  are  made.  Helix
     acknowledges  and agrees that Consultant and the Consulting  Principal will
     be using  and  relying  upon  such  information  supplied  by Helix and its
     officers,   agents  and  others   concerning   Helix  without   independent
     investigation   or  verification   thereof  or  independent   appraisal  by
     Consultant or the Consulting Principal.

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          1.8 Restrictive Covenant.
          -------------------------
          Except as  otherwise  consented  to in writing by Helix,  such consent
     being not unreasonably withheld,  during the term of this Agreement and for
     a period of two years thereafter, the Consultant shall not as an individual
     on his own  account;  as a  partner,  joint  venturer,  consultant,  agent,
     salesman for any person; as an officer, director or stockholder (other than
     a beneficial holder of not more than 5% of the outstanding  voting stock of
     a company having at least 250 holders of voting stock) of a corporation; or
     otherwise, directly or indirectly:

               (a) enter  into or engage in any  business  or  consult  with any
          business or entity  directly  competitive  with Helix  anywhere in the
          world;

               (b)  solicit or attempt to solicit  any of Helix  customers  with
          whom  Consultant  has had contact as a Consultant or employee of Helix
          with the intent or purpose to perform  for such  customer  the same or
          similar services which  Consultant  performed for such customer during
          the term of his service hereunder or employment by Helix;

               (c)  employ or  solicit,  or attempt  to employ or  solicit,  for
          himself  or  any  third  party,  the  employment  of  any  of  Helix's
          employees; or

               (d) induce or attempt to induce any employee, consultant or agent
          of Helix to discontinue services to Helix.

               The provisions of this Section 1.8 shall survive the  termination
          of this Agreement.

     2. Assignment.
     --------------
     No party  hereto may assign or  delegate  any of its rights or  obligations
hereunder without the prior written consent of the other party hereto. Except as
otherwise  expressly provided herein, all covenants and agreements  contained in
this Agreement by or on behalf of any of the parties hereto shall be binding and
inure to the benefit of the respective legal representatives,  heirs, successors
affiliates and assigns of the parties hereto, whether so expressed or not.

     3. Severability.
     ----------------
     If any  provision  of this  Agreement is held to be  unenforceable  for any
reason,  it shall be  adjusted  rather than  voided,  if  possible,  in order to
achieve  the intent of the  parties to the extent  possible.  In any event,  all
other  provisions of this Agreement shall be deemed valid and enforceable to the
full extent.

     4. Counterparts.
     ----------------
     This  Agreement  may be executed in  multiple  counterparts,  each of which
shall be deemed an original,  but all of which taken together  shall  constitute
one and the same Agreement.

     5. Descriptive Headings: Interpretation.
     ----------------------------------------
     The descriptive  headings in this Agreement are inserted for convenience of
reference  only and are not  intended  to be part of or to affect the meaning or
interpretation  of this  Agreement.  The  use of the  word  "including"  in this
Agreement shall be by way of example rather than by limitation.

     6. Notices.
     -----------
     All notices, demands or other communications to be given or delivered under
or by reason of the provisions of this  Agreement  shall be in writing and shall
be deemed to have been duly given if (i) delivered  personally to the recipient,
(ii)  sent to the  recipient  by  reputable  express  courier  service  (charges
prepaid) or mailed to the  recipient  by  certified  or  registered  mail,return
receipt and postage prepaid,  or (iii)  transmitted by telecopy to the recipient
with a  confirmation  copy to follow the next day to be  delivered  by overnight
carrier.  Such  notices,  demands and other  communication  shall be sent to the
addresses indicated below:

                  (a) If to Consultant:

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

                   (b) If to Helix:

                           Helix Biomedix, Inc.
                           22122 20th Ave. SE
                           Bothell, WA  98021
                           Attn:  Chief Executive Officer

or to such  other  address  or to the  attention  of such  other  person  as the
recipient party has specified by prior written notice to the sending party.  The
effective  date of such notice  shall be (w) the date such notice is  personally
delivered,  (x) three days after the date of  mailing  if sent by  certified  or
registered mail, (y) one day after date of delivery to the overnight  courier if
sent by  overnight  courier  or (z) the  next  business  day  after  the date of
transmission by telecopy or e-mail.

     7. Confidential Information and Discoveries.
     --------------------------------------------
     Consultant  agrees that all  information of a technical or business  nature
such as know-how,  trade secrets,  secret  business  information,  plans,  data,
processes, techniques, customer information,  inventions, discoveries, formulae,
patterns, devices, etc., ("Confidential Information") pertaining to the business
of Helix, is a valuable business property right of Helix. Consultant agrees that
such Confidential  Information,  whether in written, verbal or model form, shall
not be disclosed to anyone  outside the employment of Helix or otherwise used by
Consultant  for  any  purpose  other  than   fulfillment  of  their   respective
obligations  under this Agreement,  without the express  authorization of Helix.
Confidential  Information  does not include  information  which  Consultant  can
demonstrate  (i) has become  generally  available  to the public other than as a
result of a disclosure by Consultant, (ii) has become available to Consultant on
a non-confidential basis from a source other than Helix, provided such source is
not bound by a confidentiality agreement with Helix or otherwise prohibited from
transmitting the information to Consultant by a contractual,  legal or fiduciary
obligation.

     Any and all improvements, inventions, discoveries, formulae or processes in
any way related to Helix's business which Consultant may conceive or make during
his regular working hours or otherwise shall be the sole and exclusive  property
of Helix and  Consultant  will  disclose  the same to Helix  and will,  whenever
requested  by Helix to do so  (either  during  the  terms of this  Agreement  or
thereafter),  execute and assign any and all  applications,  assignments  and/or
other  instruments  and  do  all  things  which  Helix  may  deem  necessary  or
appropriate in order to apply for, obtain, maintain, enforce and defend patents,
copyrights,  trademarks or other forms of protection,  or in order to assign and
convey or otherwise make available to Helix the sole and exclusive right,  title
and interest in and to said  improvements,  inventions,  discoveries,  formulae,
processes, applications or patents.

     No provision in this Agreement is intended to require  assignment of any of
the rights of Consultant in an invention if no equipment,  supplies, facilities,
or trade secret  information  of Helix was used, and the invention was developed
entirely on the  Consultant's own time; and the invention does not relate to the
business of Helix or to Helix's actual or demonstrably  anticipated  research or
development;  and does not result from any work  performed by the Consultant for
Helix.

     The  provisions  of this Section 7 shall  survive the  termination  of this
Agreement.

     8. Return of Documents.
     -----------------------
     Upon the  termination  of this Agreement for any reason,  Consultant  shall
forthwith  return and  deliver to Helix and shall not  retain  any  original  or
copies of any books, papers, price lists or customer contracts, bids or customer
lists,  files,  books of account,  notebooks  and other  documents  and data (in
printed,  audio, video, electronic or other form) relating to the performance of
services  rendered by Consultant  hereunder,  all of which  materials are hereby
agreed to be the property of Helix.

     9. Preliminary Recitals.
     ------------------------
     The  Preliminary  Recitals  set forth in the  preamble  hereto  are  hereby
incorporated and made part of this Agreement.

     10. Entire Agreement.
     ---------------------
     Except as otherwise  expressly set forth herein,  this Agreement sets forth
the entire  understanding of the parties,  and supersedes and preempts all prior
oral or written understandings and agreements with respect to the subject matter
hereof.

     11. Governing Law.
     ------------------
     This Agreement shall be construed and enforced in accordance  with, and all
questions concerning the construction,  validity, interpretation and performance
of this Agreement shall be governed by, the laws of the State of Washington.

     12. Representations and Warranties.
     -----------------------------------

          12.1 Helix  represents  and warrants that: (i) Helix is a corporation,
     duly organized, validly existing and in good standing under the laws of the
     State of Delaware,  has duly  authorized  the execution and  performance of
     this  Agreement,  and such execution and  performance  will not violate its
     Articles of Incorporation, Bylaws, or any contract or agreement by which it
     is bound; and (ii) this Agreement is valid and enforceable against Helix in
     accordance  with its terms,  and each  instrument  to be  executed by Helix
     pursuant  to  this  Agreement  will,   when  executed  and  delivered,   be
     enforceable in accordance with its terms, subject to bankruptcy, insolvency
     and similar laws affecting  creditors'  rights  generally.  12.2 Consultant
     represents  and  warrants  that this  Agreement  is valid  and  enforceable
     against  Consultant in accordance with its terms, and each instrument to be
     executed by Consultant  pursuant to this Agreement  will, when executed and
     delivered,  be  enforceable  in  accordance  with  its  terms,  subject  to
     bankruptcy,   insolvency  and  similar  laws  affecting  creditors'  rights
     generally.




     13. Compliance with Laws.
     -------------------------
     Consultant   shall  comply  with  all  federal,   state,  and  local  laws,
regulations,  ordinances,  orders, decrees,  resolutions,  and other acts of any
governmental  entity,  including,  but  not  limited  to,  securities  laws  and
regulations  that are  applicable  to this  Agreement  and the work and services
performed or provided hereunder.

     14. Attorney's Fees.
     --------------------
     If a dispute  arises  relating to the  performance  of the  obligations  of
either  Consultant or Helix pursuant to the terms of this Agreement and legal or
other costs are incurred,  the prevailing party shall be entitled to recover all
reasonable costs incurred in the defense or prosecution of the claim,  including
court costs, reasonable attorney's fees, and other claim-related expenses.

     15. Indemnification.
     --------------------
     Helix  shall  (A)  indemnify  Consultant  (jointly  and/or  severally,  the
"Indemnified  Party"),  and hold him harmless to the fullest extent permitted by
law against any losses,  claims, damages or liabilities to which the Indemnified
Party may become subject in connection  with (i) his use of information  that is
inaccurate in any respect (as a result of misrepresentation,  omission,  failure
to update,  or otherwise)  that is provided to Indemnified  Party by Helix,  its
representatives, agents or advisers, regardless of whether the Indemnified Party
knew or  should  have  known of such  inaccuracy,  or (ii) any  other  aspect of
rendering  such  services,  in the case of each of  clauses  (i) and (ii)  above
unless it is finally judicially determined that such losses,  claims, damages or
liabilities  relating  thereto arise only out of the gross negligence or willful
misconduct of any of the Indemnified Party, and (B) reimburse  Indemnified Party
for any legal or other expenses  reasonably  incurred by him in connection  with
investigating,  preparing to defend or defending any lawsuits,  claims, or other
proceedings  arising in any manner out of or in connection  with his performance
of duties pursuant to the engagement  contemplated herein,  unless it is finally
judicially determined that the losses,  claims,  damages or liabilities relating
thereto  arise only out of the gross  negligence  or willful  misconduct  of the
Indemnified Party. If, for any reason, the foregoing indemnity is unavailable to
the Indemnified  Party or is insufficient to hold the Indemnified Party harmless
(other  than in the  event  that the  losses,  claims,  damages  or  liabilities
relating thereto arise only out of the gross negligence or willful misconduct of
the  Indemnified  Party),  then Helix  shall  contribute  to the amount  paid or
payable by Indemnified  Party as a result of such claims,  liabilities,  losses,
damages,  or expenses in such  proportion as is  appropriate to reflect not only
the  relative  benefits  received  by Helix on the one hand and the  Indemnified
Party on the other,  but also the  relative  fault of Helix and the  Indemnified
Party, as well as any equitable  considerations.  Notwithstanding the provisions
of this Agreement,  the aggregate  contribution of the Indemnified  Party to all
claims, liabilities, losses, damages and expenses shall not exceed the amount of
the fees actually received by Consultant pursuant to its engagement by Helix. It
is hereby further agreed that the relative benefits to Helix on the one hand and
the  Indemnified  Party on the  other  hand  with  respect  to the  transactions
contemplated  in the  engagement  referenced  above shall be deemed to be in the
same proportion as (i) the total value of the transaction bears to (ii) the fees
paid to  Consultant  with  respect to such  transactions.  Helix agrees that the
indemnification and reimbursement  commitments set forth in this Agreement shall
apply  whether  or not the  Indemnified  Party  is a  formal  party  to any such
lawsuits or other proceedings,  that the Indemnified Party is entitled to retain
separate  counsel of hid choice in  connection  with any of the matters to which
such  commitments  relate,  that such  commitments  shall be in  addition to any
liability  that  Helix  may  have to the  Indemnified  Party  at  common  law or
otherwise,  and that such  commitments  shall extend upon the terms set forth in
this Agreement to any controlling person, director,  officer, employee, agent or
affiliate  of  Indemnified  Party  and shall  survive  any  termination  of this
Agreement;  provided  that any such claim arising other than as a result of this
indemnification  procedure shall serve as a set-off against any claim hereunder.
Notwithstanding   the  provisions  of  Section  1  above,  the   indemnification
provisions of the Prior Agreement shall survive this novation and the provisions
of this Section 15 shall serve to supplement the provisions therein.

     16. Termination.
     ----------------
     This  Agreement may be  terminated  by either party upon 30 days'  advanced
written  notice to the other party.  Any  securities  which have not been earned
pursuant to this Agreement  shall  automatically  be terminated and canceled and
Helix  shall  have no  further  obligation  to  Consultant  in  respect  of such
securities. Subsection 1.8 and Sections 7 and 15 of this Agreement shall survive
the expiration or termination of this Agreement.

     17. Activities of Consultant.
     -----------------------------
     In connection  with this  engagement,  it is understood that Consultant may
identify and facilitate  contact  between Helix and  corporations or individuals
that may  potentially  become the Helix's  joint  venture  partners,  licensees,
commercial  collaborators,  agents,  directors, or investors. To the extent that
Consultant  contacts  corporations  or  individuals  as potential  joint venture
partners, licensees, commercial collaborators,  agents, directors, or investors,
Helix  acknowledges  that  Consultant's  sole role is to initially  contact such
potential joint venture partners, licensees,  commercial collaborators,  agents,
directors,  or  investors  and  refer  any  resulting  contact  to  Helix or its
designated agent(s). Accordingly, Consultant shall have no liability to Helix or
any other  person or party  resulting  from his so  acting  in  connection  with
initiating  such  contacts  referenced  herein.  It is  explicitly  agreed  that
Consultant's  role under this engagement will not include,  without  limitation:
performing  due  diligence;  verifying  information  provided to Consultant  or,
directly or indirectly, to other persons or parties pursuant to contacts made by
Consultant as contemplated by this paragraph;  preparing any offering memoranda;
or,   negotiating   or  structuring   any   agreements,   licenses,   commercial
collaborations, or investments by or with third parties.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                      HELIX BIOMEDIX, INC.


                                      By: /s/ R. Stephen Beatty
                                          --------------------------------------
                                          R. Stephen Beatty, President and Chief
                                          Executive Officer


                                      CONSULTANT

                                          /s/ Ralph Katz
                                          --------------------------------------
                                          Ralph Katz