THIS
AMENDMENT TO EMPLOYMENT
AGREEMENT dated for reference the 1st day of October, 2009 (the
“Amendment”).





BETWEEN:





HELIX BIOPHARMA
CORP.


(the
“Company”)





AND:


HEMAN
CHAO


(the
“Executive”)





WHEREAS:





A.
            the
      parties entered into an employment agreement dated for reference August 6,
      2008 (the “Employment Agreement”);





B.
            the
      parties wish to amend the Employment Agreement upon the terms set out in
      this Amendment;





THEREFORE in consideration of
the recitals, the following covenants and the payment of one dollar made by each
party to the other, the receipt and sufficiency of which is acknowledged by each
party, the parties agree on the following terms:





1.
            The
      amendments set out in the Amendment are effective on and after November 1,
      2008.





2.
            All
      other provisions of the Employment Agreement shall remain in full force
      and effect, except that where this Amendment may be in conflict with the
      provisions of the Employment Agreement, then this Amendment shall
      govern.





3.
            Section
      3.1 of the Employment Agreement is deleted and replaced with the
      following:





“3.1           Annual
Base Salary





The
Company shall pay or provide to the Executive, for his services under this
Agreement, an annual salary of $200,000, payable semi-monthly on the fifteenth
and the second last banking day of the month.  Should the fifteenth
day of any month not be a business day, the base salary otherwise due on such
date shall be paid to the Executive on the immediately preceding business
day.”





4.
            Section
      3.2 of the Employment Agreement is deleted and replaced with the
      following:





“3.2           Annual
Review





The
annual base salary referred to in subsection 3.1 shall be reviewed in the last
quarter of each fiscal year of the Company by the Board or Compensation
Committee of the Board (the “Committee”), in consultation with the Executive,
and may be increased for the following fiscal year by such amount as is
determined by the Board or the Committee.”




















5.
            Section
      3.7 of the Employment Agreement is deleted and replaced with the
      following:





“3.7           Vacation





The
Executive shall be entitled to four weeks paid vacation for each fiscal year of
the Company.  In addition to the four weeks of paid vacation each
fiscal year, the Executive shall be entitled to statutory holidays and the
number of paid holidays provided for under the policies and procedures of the
Company in effect from time to time.  The Executive may not take in a
fiscal year any of the four weeks paid vacation earned but not taken in previous
fiscal years unless expressly permitted by the written policies of the Company
in effect from time to time.”





6.
            For
      purposes of section 1.1 of the Employment Agreement, the parties
      acknowledge that the Executive’s title and office with the Company as of
      and from December 17, 2008 is Chief Scientific
  Officer.








In Witness
Whereof, the parties hereto have duly executed this Amendment as of the
day and year first above written.











HELIX
BIOPHARMA CORP.





Per:


/s/   Donald
H.
Segal


Authorized
Signatory










/s/  Heman
Chao


HEMAN
CHAO