Exhibit 10.10

      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 COMMON STOCK

                              Expires April 8, 2015

                                                                Portland, Oregon
                                              Original Issue Date: April 8, 2005

      IN CONSIDERATION OF $1,000.00, 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  ____________________________or its registered
assigns (the "Warrant Holder") is entitled to subscribe for and purchase, during
the period specified in this Warrant,  up to [xxx,xxx] shares ("Warrant Shares")
(subject to adjustment as hereinafter provided) of the duly authorized,  validly
issued,  fully  paid  and  non-assessable  Common  Stock of the  Company,  at an
exercise  price per share  equal to $0.25 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 April 8, 2015.

<PAGE>

      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.


                                       2
<PAGE>

            (f) The Warrant Holder understands that if a registration  statement
covering  the this  Warrant or the Common Stock if 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 its rights to purchase  Common  Stock or Common Stock 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.

      3.  Validity of Warrant and Issue of Shares.  The Company  represents  and
warrants  that this  Warrant has been duly  authorized  and  validly  issued and
warrants  and  agrees  that all of  Common  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.  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 Common  Stock to
provide for the exercise of the rights represented by this Warrant.

      4.  Registration  of Transfers of Warrant.  Subject to compliance with the
legend set forth on the face of this Warrant and Section 2(c),  the Company will
register  the  transfer  of any  portion of this  Warrant in the  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  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  Section  2(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.

            (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.


                                       3
<PAGE>

            (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) After  April 8,  2006 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 Common 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 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 National Market or the Nasdaq SmallCap  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.

      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
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.


                                       4
<PAGE>

            (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 Warrants Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would, except for the provisions of this Section 7, 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.  Sale  or  Merger  of the  Company.  In 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,
Warrant Holder will have the right to exercise the warrants  concurrent with the
sale.

      9. Notice of Intent to Sell or Merge the  Company.  The Company  will give
Warrant Holder 30 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.

      10. Right To Include ("Piggy-Back") Registration Rights.

                  (a) Provided that the Warrant  Shares are not then  registered
if, at any time  prior to the date all  Warrant  Shares  may be sold by  Warrant
Holder pursuant to Rule 144 under the 1933 Act, the Company proposes to register
shares of its  Common  Stock  under the 1933 Act (other  than by a  registration
which would not permit  registration  of such securities for sale to the public,
on Form S-8, or any  successor  form  thereto,  or on Form S-4, or any successor
form thereto) on an underwritten basis (either best-efforts or firm-commitment),
the Company will each such time give prompt written notice to the Warrant Holder
of its  intention to register its  securities.  Upon the written  request of the
Warrant  Holder  made  within  fifteen  (15) days after the  receipt of any such
notice from the Company (which request will specify the number of Warrant Shares
intended to be disposed of by such  Warrant  Holder and the  intended  method of
disposition  thereof),  the Company will,  subject to the terms of this Warrant,
use its  commercially  reasonable best efforts to include such Warrant Shares in
the  registration  statement  which  covers  the  securities  which the  Company
proposes to register.


                                       5
<PAGE>

            (b) If at any time after written notice of its intention to register
any  securities and prior to the effective  date of the  registration  statement
filed in connection with such registration the Company determines for any reason
either not to register or to delay registration of such securities,  the Company
will give written notice of such  determination  to the Warrant  Holder.  In the
case of a  determination  not to  register,  the Company will be relieved of the
obligation to register any Warrant Shares in connection with such registration.

            (c) The Company  will pay all  registration  expenses in  connection
with each  registration  of Warrant Shares  requested  pursuant to this Section,
except the Warrant  Holder  will pay its pro rata  portion of the  discounts  or
commissions payable to any underwriter.

            (d)  If  the  managing  underwriter  of  the  underwritten  offering
contemplated  by this Section  informs the Company and Warrant Holder in writing
that it believes that the number of securities  requested to be included in such
registration  exceeds the number  which can be sold in such  offering,  then the
Company will  include in such  registration  up to the number of Warrant  Shares
which the  Company is advised by the  managing  underwriter  can be sold in such
offering,   after  taking  into  account  Company's  obligations  to  its  other
securities holders with registration rights.

      11.  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  initially  received if delivered by
facsimile  transmission  followed by registered or certified mail  confirmation;
(iii) on the date  delivered by an  overnight  courier  service;  or (iv) 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.
                           16125 SW 72nd Avenue
                           Portland, OR  97224
                           Fax 503-639-0330
                           Attention: Tyram H. Pettit

                           If to the Warrant Holder:

Either party may subsequently  designate  another address for notices by written
notice to the other party.


                                       6
<PAGE>

      12. 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.

            (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  therefore,  and upon so agreeing,  will  incorporate such substitute
provision in this Warrant.


                                       7
<PAGE>

            (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.

         IN  WITNESS  WHEREOF,  each party has  caused  this  Warrant to be duly
executed by its authorized officer effective as of the Original Issue Date.

Company:                                Warrant Holder:
MICROHELIX, INC.

By: ________________________________    By: _________________________________
Name:  Tyram H. Pettit                  Name:________________________________
Title: President & CEO                  Title:_______________________________


                                       8
<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant  Holder to exercise the right to purchase  shares
of 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
Common Stock ("Common  Stock"),  no par value, of microHelix,  Inc. and encloses
one warrant and the Exercise Price (as defined in the Warrant,  originally $0.25
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  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


                                       9
<PAGE>

                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

TO:      MICROHELIX, INC.

FOR VALUE RECEIVED, the undersigned Registered Holder
                                                      --------------------------
                                                         Print 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.)


                                       10