THIS
AMENDMENT TO EMPLOYMENT
AGREEMENT dated for reference the 1st day of October, 2009 (the
“Amendment”).
 
 BETWEEN:
 HELIX
BIOPHARMA CORP.,
 (the
“Company”)
 
 AND:
 DONALD H.
SEGAL,
 (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 terms and conditions of 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 this 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 $350,000, 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 shall be increased for the following fiscal year by such amount as is
determined by the Board or the Committee, provided that in no event
shall:
 
 (a)
              the
      base salary be less than the base salary payable in the previous fiscal
      year; and
     
  (b)
                the
      increase, in percentage terms, be less than the percentage increase in the
      Consumer Price Index, as published by Statistics Canada for the Greater
      Toronto Area, over the previous
year.
  5.
              Section
      3.6 of the Employment Agreement is deleted and replaced with the
      following:
 
 “3.6           Registered
Retirement Savings Plan Contributions
 
 Intentionally
deleted.”
 
 6.
              Section
      3.8 of the Employment Agreement is deleted and replaced with the
      following:
 
 “3.8           Vacation
 
 The
Executive shall be entitled to six weeks paid vacation for each fiscal year of
the Company.  In addition to the six 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 six 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.”
 
 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/  Gordon
Lickrish
 Authorized
Signatory
  
 
 /s/  Donald H.
Segal
 DONALD
H. SEGAL