THIS
AGREEMENT made as of the ___ day of January, 2006.
  BETWEEN:
  HELIX BIOPHARMA CORP., a
corporation pursuant to the
 Canada Business Corporations
Act having an address at 305
 Industrial
Parkway South, Unit 3, Aurora, ON, L4G 6X7.
  (the
“Company”)
  AND:
  _________________,
having an address at ______________ ____________________
  (the
“Executive”)
  WHEREAS:
   A. The
Executive is a director or officer, or both, of the Company or a Company
Subsidiary (as hereinafter defined);
  B.
              The
      Company has agreed to indemnify its directors and officers, and those of
      its subsidiaries, in respect of actions or proceedings to which they may
      be made a party by reason of being or having been a director or officer of
      the Company or of a Company
Subsidiary;
  NOW
THEREFORE in consideration of the premises, the sum of $1.00 now paid by the
Executive to the Company and other good and valuable consideration, receipt and
adequacy whereof are hereby acknowledged, the parties do hereby agree as
follows:
  1. Company
Subsidiaries
  In this
Agreement, a “Company Subsidiary” shall mean any company which is a subsidiary
of the Company pursuant to the Canada Business Corporations
Act. In addition, for purposes of this Agreement, any entity of which the
Executive acts, has acted, or may hereafter act, as a director or officer, or in
a similar capacity, at the request of the Company, shall be deemed to be a
Company Subsidiary, provided that the indemnity herein contained shall extend
only to those costs, charges and expenses which arise out of acts and omissions
of the Executive in his or her capacity as a director or officer, or in a
similar capacity, of a Company Subsidiary during the time that the Executive
acted in such capacity pursuant to the request of the Company.
  2. Indemnification
  Except in
respect of an action by or on behalf of the Company or a Company Subsidiary to
procure a judgment in its favour, the Company shall indemnify the Executive and
his or her heirs and legal representatives (collectively, the “Indemnitees”),
against all costs, charges and expenses, including an
   
   amount
paid to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or proceeding to
which he or she is involved because of his or her association as a director or
officer, or as an individual acting in a similar capacity, of the Company or of
a Company Subsidiary, if:
  (a)
              the
      Executive acted honestly and in good faith with a view to the best
      interests of the Company, or, as the case may be, to the best interests of
      the Company Subsidiary; and
  (b)
              in
      the case of a criminal or administrative action or proceeding that is
      enforced by a monetary penalty, the Executive had reasonable grounds for
      believing that his or her conduct was
lawful.
  3. Advance of
Costs
  The
Company may advance moneys to the Executive for the costs, charges and expenses
of a proceeding referred to in section 2. The Executive shall repay the moneys
if the Executive does not fulfil conditions (a) and (b) of section
2.
  4. Indemnification in
derivative actions
  The
Company shall with the approval of a court indemnify the Indemnitees under
section , and advance money to the Indemnitees under section 3, in respect of an
action by or on behalf of the Company or a Company Subsidiary to procure a
judgment in its favour, to which the Indemnitees or any of them are made a party
by reason of the Executive being or having been a director or an officer, or an
individual acting in a similar capacity, of the Company or the Company
Subsidiary, against all costs, charges and expenses reasonably incurred by the
Indemnitees in connection with such action if the Executive fulfils the
conditions set out in paragraphs 2(a)and 2(b).
  5. Agreement Extends to All
Past, Present and Future Director and Officer Positions
  This
Agreement and the indemnities provided for herein shall extend to all director
and officer and similar positions which the Executive held prior to the date
hereof, now holds, or may hereafter hold, in the Company or a Company Subsidiary
from time to time.
  6. Taxable
Benefits
  If the
Indemnitees or any of them are required to include in their income, or in the
income of the estate of the Executive, any payment made under this Agreement for
the purpose of determining income tax payable by the Indemnitees or any of them
or the estate, the Company shall pay an amount by way of indemnity that will
fully indemnify the Indemnitees or estate for the amount of all liabilities
described in sections 2 and 4 above and all income taxes payable as a result of
the receipt of the indemnity payment.
  7. Indemnification
Notice
  Upon
receipt of a written request (the “Indemnification Notice”) by an Indemnitee for
indemnification under section 4 of this Agreement, the Company will forthwith
apply to the Ontario Superior Court of Justice, or other appropriate court of
competent jurisdiction, for approval of the requested indemnification, will
diligently proceed to obtain such approval and will take all other steps
necessary to provide the requested indemnification as soon as practicable
following receipt of the Indemnification Notice.
   
   8. No
Invalidation
  Any
failure by the Executive in his capacity as a director or officer, or in a
similar capacity, of the Company or a Company Subsidiary to comply with the
provisions of the constating documents or by-laws or rules of the Company or the
Company Subsidiary, or of the statute pursuant to which the Company or the
Company Subsidiary was incorporated or organized, will not invalidate any
indemnity to which he or she is entitled under this Agreement.
  9. Representations and
Warranties of The Company
  The
Company represents and warrants to the Executive, and acknowledges that the
Executive is relying on such representations and warranties, that:
  (a)
              The
      Company has the requisite corporate power and authority to enter into this
      Agreement and has taken all necessary steps to validly approve the
      execution and delivery of thisAgreement;
      and
  (b)
              this
      Agreement has been duly executed and delivered by the Company and is a
      valid and binding obligation of the
Company.
  10. Legal
Advice
  The
Executive hereby represents and warrants to the Company and acknowledges and
agrees that the Executive has had the opportunity to seek and was not prevented
nor discouraged by the Company from seeking independent legal advice prior to
the execution and delivery of this Agreement and that, in the event that the
Executive did not avail himself or herself of that opportunity prior to signing
this Agreement, the Executive did so voluntarily without any undue pressure by
the Company or otherwise and agrees that the Executive’s failure to obtain
independent legal advice shall not be used by the Executive as a defence to the
enforcement of the Executive’s obligations under this Agreement.
  11. Miscellaneous
  (a)
              Enurement This
      Agreement shall enure to the benefit of the Indemnitees and is binding on
      the Company and its successors.
  (b)
              Assignment A
      party to this Agreement may not assign his rights under this Agreement
      without the prior written consent of the other party to this
      Agreement.
  (c)
                Number and GenderWherever a singular or masculine expression is used in this
      Agreement, that expression is deemed to include the plural, the feminine
      or the body corporate where required
                  by
      the context.
 (d)
                    Severability If
      any provision of this Agreement is or becomes unenforceable or invalid for
      any reason whatever, such unenforceability or invalidity will not affect
      the enforceabilityor
      validity of remaining provisions of this Agreement and such provision will
      be severable from the remainder of this
  Agreement.
  (e)
              Headings The
      headings in this Agreement are for convenience of reference only and do
      not affect the interpretation of this
Agreement.
   
   (f)
              Governing LawThis Agreement shall be construed in accordance with the
      laws of the Province of Ontario.
  (g)
                Entire
      AgreementThis Agreement constitutes the entire
      agreement between the parties hereto and supersedes all prior agreements
      and understandings, oral or written, by and between any of the parties
      hereto with respect to the subject matter
  hereof.
  (h)
              Survival This Indemnity
      will survive the resignation, removal, or other termination of the
      Executive’s appointment as a director or officer of the Company or a
      Company Subsidiary.
  IN
WITNESS WHEREOF the parties have executed and delivered this Agreement as of the
day and year first set forth above.
   HELIX
BIOPHARMA CORP.
   Per: _________________________
 Authorized
Signatory
    _______________________________
 Executive