Helix
BioPharma Corp.
 STOCK
OPTION AGREEMENT
 (2008
Option Plan - Director)
 
 
 1.
              Grant of
      Option.
 
 Helix
BioPharma Corp. (the “Company”) has granted to ______________ (the “Optionee”),
an option to purchase a total of __________________________(__________) common shares (the
“Shares”) in the capital of the Company, at a price of $____ (Canadian funds)
per Share, and in all respects subject to the terms, definitions and provisions
of the Company’s 2008 Stock Option Plan (the “Plan”) which is incorporated
herein by reference.  The terms defined in the Plan shall have the
same defined meanings herein.
 
 2.
              Exercise of
      Option.
 
 Subject
to the provisions of this Agreement and the Plan, this Option shall be
exercisable during its term as follows:
 
 (a)
              Subject
      to subsection 2(c) and to Section 7 below, this Option shall vest as
      follows:
 ______________________;
 
 (b)
              This
      Option may not be exercised for a fraction of a
  Share;
 
 (c)
              In
      the event of Optionee’s death, disability, or termination of service with
      the Company, the Optionee’s ability to exercise the Option shall be
      governed by Section 7 and by the provisions of the Plan;
    and
 
 (d)
              Provided
      this Option has not previously terminated pursuant to the provisions of
      this Agreement or the Plan, or both, in the event that the Expiry Date
      falls during a period of any trading blackout period self-imposed by the
      Company or within four business days thereafter, this Option may be
      exercised until the end of the fifth business day following the expiry of
      the blackout period.
 
 3.
              Method of
      Exercise.
 
 This
Option shall be exercisable by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, registration and delivery instructions, if any, and such other
representations and agreements as to the Optionee’s investment intent with
respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan.  Such written notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Company.
The written notice shall be accompanied by payment of the aggregate Option
Exercise Price as provided in Section 4 below.
 
 4.
              Method of
      Payment.
 
 Payment
of the Option Exercise Price shall be by way of cheque or bank draft in Canadian
funds, made payable to the Company, in an amount equal to the full purchase
price of the number of optioned Shares specified in the notice of
exercise.
   
 
 5.
              Compliance with
      Laws.
 
 This
Option may not be exercised unless the issuance of such Shares upon such
exercise or the method of payment of consideration for such Shares complies with
all applicable securities laws, or any other applicable laws or regulations,
including all tax withholding laws.
 
 6.
              Residents of the
      United States.
 
 If the
Optionee is a resident or citizen of the United States of America at the time of
the exercise of the Option, the certificate(s) representing the optioned Shares
may be endorsed with the following or a similar legend: “The shares represented
by this Certificate have not been registered under the Securities Act of 1933,
as amended, of the United States of America (the “Act”) or the securities laws
of any state (“State”) of the United States of America and may not be sold,
transferred, pledged, hypothecated or distributed, directly or indirectly, to a
U.S. person (as defined in Regulation S adopted by the U.S. Securities and
Exchange Commission under the Act) or within the United States unless such
shares are (i) registered under the Act and any applicable State securities act
(a “State Act”), or (ii) exempt from registration under the Act and any
applicable State Act and the Company has received an opinion of counsel to such
effect reasonably satisfactory to it, or (iii) sold in accordance with
Regulation S.
 
 7.
              Term and Early
      Termination of Option.
 
 7.1
              Term of
      Option.
  This
Option shall expire on ___________________ (the “Expiry Date”), subject to
Sections 7.5, 7.6 and 7.7 below, and the Plan.  This Option will
terminate earlier than the Expiry Date upon the occurrence of a number of
events, including termination of the Optionee’s position as an Eligible
Person.  If not terminated earlier then the Expiry Date, then this
Option may be extended in the circumstances referred to in Section 2(d)
above.
 
 7.2
              Termination
      Date.
  For
purposes of this Section 7, “Termination Date” shall mean the date on which the
Optionee ceases to be an Eligible Person for any reason whatsoever, provided
that if notice is given by the Company, an affiliate of the Company or by the
Optionee to terminate the Optionee’s position as an Eligible Person, then
“Termination Date” shall mean the date specified in such notice as the last day
that the Eligible Person’s services are to be rendered.
 
 7.3
              No Modification of
      Termination Date.
  The
Optionee acknowledges and agrees that the Termination Date, as defined herein,
shall not be extended by payment of any severance, in lieu of notice or
otherwise, as may be provided for in the Optionee’s notice of termination, any
employment, consulting, or other service agreement between the Optionee and the
Company or its affiliates, or any statutory or common-law notice period
respecting the termination of the Optionee’s position as an Eligible
Person.
 
 7.4
              Cessation of
      Vesting.
  If the
Optionee’s position as an Eligible Person is terminated prior to the Expiry Date
for any reason whatsoever, then any vesting of options shall terminate on the
Termination Date, and, subject to the Plan and Section 7.6 below, only those
Options that have vested and remain unexercised as of such date are available
for exercise during the periods referred to in Section 7.5 below or such other
periods as may be prescribed by the Plan.
   
 
 7.5
              Early Termination of
      Options.
  If the
Optionee’s position as an Eligible Person is terminated prior to the Expiry Date
for a reason other than the Optionee’s termination for just cause, then all
rights to exercise this Option will terminate on the day which is the earlier of
the Expiry Date and one (1) year after the Termination Date.
 
 7.6
              Termination for Just
      Cause.
  If the
Optionee’s position as an Eligible Person is terminated for just cause, this
Option shall terminate on the day which is the earlier of the Expiry Date and
the date of termination for just cause.
 
 7.7
              Other Early
      Termination Provisions.
  Other
early termination provisions which apply to this Option are contained in the
Plan.  Subject to Section 2(d), in no event shall this Option be
exercisable beyond the Expiry Date.
 
 8.
              Non-Transferability of
      Option.
  This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution, and may be exercised during the lifetime of
Optionee only by the Optionee or by the Optionee’s guardian, if any, as provided
in the Plan.  The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the
Optionee.
 
 9.
              Limitations on
      Exercise
 
 9.1
              Insider
      Limitation
  The
Optionee acknowledges that pursuant to the Plan, the number of common shares
issued to insiders (as that term is defined in the Plan), within any one year
period, under the Plan and all other security based compensation arrangements of
the Company, cannot exceed 10% of the Company’s issued and outstanding common
shares (the “10% limit”).  The Optionee accepts and agrees to this
limitation, and agrees that in the event the 10% limit is reached at any time,
the Optionee may not exercise any part of the Option or any other options or
rights then held by the Optionee pursuant to the Plan or any other security
based compensation arrangements of the Company, at any time during the following
year, if at such time the Optionee is an insider of the Company.
 
 9.2
              5%
      Limitation
  The
Optionee acknowledges that pursuant to the Plan, the number of Shares issued to
any one person, within any one year period, under the Plan and all other
security based compensation arrangements of the Company, cannot exceed 5% of the
Company’s issued and outstanding Shares (the “5% limit”). The Optionee accepts
and agrees to this limitation, and agrees that in the event the Optionee has
reached the 5% limit at any time, the Optionee may not exercise any part of the
Option, or any other options or rights then held by the Optionee pursuant to the
Plan or any other security based compensation arrangements of the Company,
during the following year.
 
 10.
              Not an Employment
      Agreement.
 
 This
Agreement is not an employment agreement, and nothing contained in this
Agreement shall obligate the Company or an affiliate of the Company to retain an
Optionee as an employee, officer, director, or Consultant for any period, nor
shall this Agreement interfere in any way with the right of the Company or
affiliates of the Company to reduce such Optionee’s compensation.
   
 
 11.
              Previous Stock Option
      Agreements.
 
 The
Optionee acknowledges that the Company has adopted a 2008 Stock Option Plan to
replace its previous 2000 Stock Option Plan (the “Old Plan”) and agrees that all
options granted to the Optionee under the 2000 Stock Option Plan shall continue
to be governed by the 2008 Stock Option Plan, including, without limitation, the
10% limit and the 5% limit.  The Optionee further acknowledges and
agrees that any references to either the 2000 Stock Option Plan or the Plan
contained in all Stock Option Agreements entered into prior to the date hereof
between the Company and the Optionee shall be deemed to be references to the
2008 Stock Option Plan and all such Stock Option Agreements shall be deemed to
be amended accordingly.
 
 
 
 HELIX
BIOPHARMA CORP.
 
 Per:
____________________________
 Authorized
Signatory
 
 
 Optionee
acknowledges receipt of a copy of the Plan; represents that Optionee is familiar
with the terms and provisions of the Plan; and hereby accepts this Option
subject to all of the terms and provisions of the foregoing Option Agreement and
the Plan.
 
 Signature
of
Optionee:   ________________________________                    Date
signed: ______________________