AMENDED AND RESTATED CONSULTING AGREEMENT

     This AMENDED AND RESTATED CONSULTING AGREEMENT (this "Agreement"), dated as
of May __, 2001, is entered into, by and among HELIX BIOMEDIX,  INC., a Delaware
corporation ("Helix"),  KATZ-MILLER VENTURES L.L.C.  ("Consultant"),  Ralph Katz
("Katz")  and  Jeffrey A.  Miller  ("Miller")  (Katz and  Miller  are  sometimes
referred to herein collectively as the "Consulting Principals").

                              PRELIMINARY RECITALS
                              --------------------

     WHEREAS,  Helix and  Consultant  entered  into a  consulting  agreement  on
September  30,  1999,  containing  provisions  relating  to the  services  to be
provided  to Helix by  Consultant  and the  compensation  to be paid by Helix to
Consultant; and

     WHEREAS,  Helix  and  Consultant  desire  to amend  and  restate  the terms
governing the relationship between the parties:

     NOW, THEREFORE,  in consideration of the premises,  the mutual covenants of
the parties hereinafter set forth and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1. Termination of Prior Agreement.
     ----------------------------------
     The prior  agreement  between the parties,  dated  September  30, 1999,  is
terminated  and  superseded in its entirety by this  Agreement.  Notwithstanding
such termination, Helix acknowledges that Consultant has previously been awarded
stock and options covering  280,000 shares in the aggregate,  and agrees to take
no steps to seek the return of such shares.

     2. Compensation.
     ----------------
     In consideration for the services heretofore rendered by Consultant and its
agreement not to compete with Helix, Helix shall:

          (a) pay to Consultant the sum of Eighty Thousand Dollars  ($80,000) on
     or before July 1, 2001.

          (b) extend to Consultant,  subsequent to Consultant and the Consulting
     Principals  executing  a  promissory  note,  in  substantially  the form as
     Exhibit A attached hereto,  payable to Helix bearing interest at 5.985% per
     annum and bearing a term of sixty (60) days, a loan in the amount of Eighty
     Thousand Dollars ($80,000); and

          (c) issue to Consultant  warrants to purchase  Company common stock at
     the following  exercise prices and amounts,  all such warrants to expire on
     June 30, 2011:

               (i) Fifty Thousand (50,000) shares at $1.50 per share;

               (ii) Fifty Thousand (50,000) shares at $3.00 per share;

<PAGE>

               (iii) Fifty Thousand (50,000) shares at $4.50 per share; and

               (iv) Fifty Thousand (50,000) shares at $6.00 per share.

     2.1 Restricted Stock
     --------------------

          (a) Consultant recognizes and understands that neither the warrants to
     be issued to  Consultant  hereunder nor the shares of Helix stock which may
     be obtained upon exercise of those warrants (collectively the "Securities")
     will be registered under the Securities Act of 1933 (the "Securities  Act")
     or under the securities laws of any state.

          (b) Consultant represents and warrants that (i) each of the Consulting
     Principals  has knowledge and experience in business,  finance,  securities
     and  investments,  such  experience  being  based on  actual  participation
     therein;  (ii) each of the  Consulting  Principals is capable of evaluating
     the merits and risks of an investment in the Securities;  (iii) each of the
     Consulting Principals is an experienced and sophisticated  investor and has
     experience  in  investments  similar  to that of the  Securities;  (iv) the
     Securities  which  may be  acquired  by it  will  be  acquired  solely  for
     investment  and not with a view  toward  resale or  redistribution;  (v) no
     assurances  have been made  concerning the future results of Helix or as to
     the  value  of  the  Securities;  (vi)  it  (and  each  of  the  Consulting
     Principals)  is an accredited  investor  within the meaning of Regulation D
     promulgated  under  the  authority  of the  Securities  Act;  and (vii) the
     Consulting Principals are the sole equity owners of Consultant.

          (c)  Consultant  has  consulted  with its own counsel in regard to the
     securities laws and is fully aware (i) of the circumstances  under which it
     is required to hold the Securities; (ii) of the limitations on the transfer
     or disposition  of the  Securities;  and (iii) that the Securities  must be
     held  indefinitely  unless the  transfer  thereof is  registered  under the
     securities laws or an exemption from registration is available.

          (d)  Consultant has been furnished with a copy of the Annual Report on
     Form  10-KSB  of Helix  filed  with the  Commission  under  the  Securities
     Exchange Act of 1934,  as amended,  for the fiscal year ended  December 31,
     2000.  Helix  has made  available  to  Consultant  the  opportunity  to ask
     questions and receive  answers  concerning  the terms and conditions of the
     transactions  contemplated  by this  Agreement and to obtain any additional
     information which they possess or could reasonably  acquire for the purpose
     of verifying the accuracy of the information furnished to Consultant as set
     forth  herein  or  for  the  purpose  of   considering   the   transactions
     contemplated  hereby. Helix has offered, and agrees during the term of this
     Agreement,  to make  available to  Consultant  upon request at any time all
     exhibits filed by Helix with the Securities and Exchange Commission as part
     of any of the reports filed therewith.

                                        2
<PAGE>

     3. Restrictive Covenant.
     ------------------------
     Except as  otherwise  agreed to in  writing  by Helix,  for a period of two
years following  execution of this Agreement,  neither Consultant nor any of the
Consulting  Principals  shall  as an  individual,  partner,  member  of a  joint
venture,  consultant  agent,  salesman,  director or  stockholder  (other than a
beneficial  holder  of not more  than 5% of the  outstanding  voting  stock of a
company  having  at least 250  holders  of voting  stock) of a  corporation,  or
otherwise directly or indirectly:

          (a) enter into or engage in any  business or consult with any business
     or  entity  competitive  with  Helix in the area of the  research  into and
     development of commercial  applications for lytic peptide technology within
     any area of the United States in which Helix is then doing business;

          (b) solicit or attempt to solicit any of Helix's  customers  with whom
     Consultant  has had contact as a  Consultant  or employee of Helix with the
     intent or purpose to perform for such customer the same or similar services
     which Consultant performed for such customer during the term of his service
     hereunder or employment by Helix;

          (c) employ or solicit, or attempt to employ or solicit, for himself or
     any third party, the employment of any of Helix's employees; or

          (d) induce or attempt to induce any  employee,  consultant or agent of
     Helix to discontinue providing services to Helix.

     4. Right of First Refusal.
     --------------------------
     Subject to the terms and conditions specified in this Section 4, Consultant
and the  Consulting  Principals  hereby grant to Helix a right of first  refusal
with respect to any future sales by Consultant of shares of Helix's common stock
now  owned or which  may be  received  pursuant  to  execution  of any  warrants
described in Section 2(b) above (the "First Refusal Shares").

     Except as may be provided in Section 4(c) below,  each time Consultant or a
Consulting Principal proposes to offer any First Refusal Shares, such party (the
"Offering  Party")  shall  first make an offer of such  shares to the Company in
accordance with the following provisions:

          (a) The  Offering  Party  shall  deliver  a notice by  certified  mail
     ("Notice") to Helix stating (i) its bona fide intention to offer such First
     Refusal Shares, (ii) the number of such shares to be offered, and (iii) the
     price and terms, if any, upon which it proposes to offer such shares.

          (b) Within 7 calendar days after giving of the Notice, Helix may elect
     to  purchase  or  obtain,  at the price and on the terms  specified  in the
     Notice,  any or all of the First  Refusal  Shares  offered by the  Offering
     Party.

          (c) The  provisions  of this  Section  4 shall  not apply to offers by
     Consultant to sell Helix's common stock in brokers' transactions as defined
     in Section 4(4) of the Securities Act.

     5. Release of Claims.
     ---------------------
     Each of the parties to this  Agreement  hereby  agrees to fully and forever
release,  acquit and discharge all other parties to this  Agreement,  their past
and present,  subsidiary  and  affiliated  corporations,  divisions and business
entities, and their past and present officers,  directors,  trustees,  employees
and agents from any and all liability for any and all injuries, claims, demands,
damages,  actions or suits of any kind or nature,  including attorneys' fees and

                                        3
<PAGE>

costs,  arising out of Consultant  and the Consulting  Principals  activities as
such,  based on any  facts in  existence  in whole or in part at the time of the
signing  of this  Agreement,  and  whether  known or  unknown at the time of the
execution  of this  Agreement.  This  Section  5  shall  not be  interpreted  to
constitute  a  release  of any  claim  arising  from  service  by  either of the
Consulting Principals on the Board of Directors of Helix.

     6. Assignment.
     --------------
     No party  hereto may assign or  delegate  any of its rights or  obligations
hereunder without the prior written permission of the other party hereto. Except
as otherwise  expressly provided herein, all covenants and agreements  contained
in this  Agreement  by or on behalf of the parties  hereto  shall be binding and
inure to the benefit of the respective legal representatives, heirs, successors,
affiliates and assigns of the parties hereto.

     7. Severability.
     ----------------
     If any  provision  of this  Agreement is held to be  unenforceable  for any
reason,  it shall be  adjusted  rather than  voided,  if  possible,  in order to
achieve  the intent of the  parties to the extent  possible.  In any event,  all
other  provisions  of this  Agreement  shall be  deemed  valid  and  enforceable
notwithstanding   the  adjustment  or  elimination  of  any  such  unenforceable
provision.

     8. Counterparts.
     ----------------
     This  agreement  may be executed in  multiple  counterparts,  each of which
shall be deemed an original,  but all of which taken together  shall  constitute
one and the same Agreement.

     9. Descriptive Headings: Interpretation.
     ----------------------------------------
     The descriptive  headings in this Agreement are inserted for convenience of
reference  only and are not  intended  to be part of or to affect the meaning or
interpretation of this Agreement.

     10. Notices.
     ------------
     All notices, demands or other communications to be given or delivered under
or by reason of the provisions of this  Agreement  shall be in writing and shall
be deemed to have been duly given if (i) delivered  personally to the recipient;
(ii) sent to the  recipient  by  reputable  express  courier  services  (charges
prepaid);  (iii) mailed to the recipient by certified or registered mail, return
receipt and postage  prepaid;  or (iv) transmitted by facsimile to the recipient
with a  confirmation  copy to follow the next day to be  delivered  by overnight
carrier.  Such notices,  demands and other  communications  shall be sent to the
addresses  indicated below, or to such other address as the party may specify in
writing:


                           (a)      If to Consultant, Katz or Miller

                           Katz-Miller Ventures L.L.C.
                           710 East Ogden, Suite 630
                           Naperville, Illinois 60563
                           Attn: Jeffrey A. Miller
                           Facsimile:       (781) 823-5520

                                        4
<PAGE>


                           (b)      If to Helix

                           Helix BioMedix, Inc.
                           210 Baronne Street, suite 1004
                           New Orleans, Louisiana 70112
                           Attn: Elizabeth L. Scheer
                           Facsimile:       (504) 525-2266

     The  effective  date of such  notice  shall  be the  date  such  notice  is
personally delivered,  three days after the date of mailing if sent by certified
or registered mail, one day after the date of delivery to the overnight  courier
if sent by  overnight  courier,  or the  next  business  day  after  the date of
transmission if sent by facsimile.

     11. Confidential Information and Discoveries.
     ---------------------------------------------
     Consultant and each of the Consulting Principals agree that all information
of a technical or business nature  including but not limited to know-how,  trade
secrets,  secret  business  information,  plans,  data,  processes,  techniques,
customer information,  inventions,  discoveries,  formulae, patterns and devices
("Confidential  Information")  pertaining to the business of Helix is a valuable
business property right of Helix. Consultant and the Consulting Principals agree
that such Confidential  Information,  whether in written,  verbal or model form,
shall not be disclosed to anyone  outside the  employment  of Helix or otherwise
used by Consultant or the  Consulting  Principals for any purpose other than the
fulfillment of their  respective  obligations  under this Agreement  without the
express  authorization  of  Helix.  Confidential  Information  does not  include
information  which  Consultant or the Consulting  Principals can demonstrate (i)
has  become  generally  available  to the  public  other  than as a result  of a
disclosure  by  Consultant  or the  Consulting  Principals;  or (ii) has  become
available to Consultant or the Consulting Principals on a non-confidential basis
from a  source  other  than  Helix,  provided  such  source  is not  bound  by a
confidentiality  agreement with Helix or otherwise  prohibited from transmitting
the  information  to Consultant or the  Consulting  Principals by a contractual,
legal or fiduciary obligation.

     Any and all improvements, inventions, discoveries, formulae or processes in
any  way  related  to  Helix's  business  which  Consultant  or  the  Consulting
Principals may conceive or make during regular  working hours or otherwise shall
be sole and  exclusive  property  of Helix  and  Consultant  and the  Consulting
Principals will disclose the same to Helix and will, whenever requested by Helix
to do so (either during the term of this Agreement or  thereafter),  execute and
assign any and all  applications,  assignments or other  instruments  and do all
things  which Helix may deem  necessary  or  appropriate  in order to apply for,
obtain, maintain,  enforce and defend patents,  copyrights,  trademarks or other
forms of protection, or in order to assign or convey or otherwise make available
to  Helix  the sole and  exclusive  right,  title  and  interest  in and to said
improvements,  inventions,  discoveries,  formulae,  processes,  applications or
patents.

     No provision in this Agreement is intended to require  assignment of any of
the rights of  Consultant  or the  Consulting  Principals  in an invention if no
equipment,  supplies,  facilities, or trade secret information of Helix was used
to develop same, and if the invention was developed  entirely on Consultant's or
the  Consulting  Principals'  own time, and the invention does not relate to the
business of Helix or to Helix's actual or demonstrably  anticipated  research or
development and does not result from any work performed by the Consultant or the
Consulting Principals for Helix.

                                        5
<PAGE>

     The provisions of this Section 11 shall continue until two years  following
the execution of this Agreement.

     12. Return of Documents.
     ------------------------
     Consultant shall forthwith return and deliver to Helix and shall not retain
any original or copies of any books,  papers,  price lists,  customer contracts,
bids, customer lists, files, books of account, notebooks and other documents and
data (in  printed,  audio,  video,  electronic  or other  form)  relating to the
performance of services rendered by Consultant hereunder, all of which materials
are hereby agreed to be the property of Helix.

     13. Preliminary Recitals.
     -------------------------
     The  preliminary  recitals  set forth in the  preamble  hereto  are  hereby
incorporated and made part of this Agreement.

     14. Entire Agreement.
     ---------------------
     Except as otherwise  expressly set forth herein,  this Agreement sets forth
the entire  understanding of the parties,  and supersedes and preempts all prior
oral or written understandings and agreements with respect to the subject matter
hereof.

     15.  Governing  Law.
     --------------------
     This Agreement  shall be construed and enforced in accordance  with and all
questions concerning the construction,  validity, interpretation and performance
of this  Agreement  shall be governed by the laws of the State of  Washington as
applied to Washington residents.

     16. Representations and Warranties.
     -----------------------------------


          16.1. Helix represents and warrants that (i) it is a corporation, duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state of Delaware,  has duly  authorized  the execution and  performance of
     this  Agreement,  and such execution and  performance  will not violate its
     Certificate of Incorporation, Bylaws, or any contract or agreement by which
     it is bound;  and (ii) when executed and delivered,  this Agreement will be
     enforceable in accordance with its terms, subject to bankruptcy, insolvency
     and similar laws affecting creditors' rights generally.

          16.2.  Consultant and the Consulting  Principals jointly and severally
     represent and warrant that (i)  Consultant is a limited  liability  company
     duly organized, validly existing and in good standing under the laws of the
     State of Delaware,  has duly  authorized  the execution and  performance of
     this  Agreement,  and such execution and  performance  will not violate its
     Articles of Organization, Operating Agreement, or any contract or agreement
     by which it is bound  and (ii)  this  Agreement  is valid  and  enforceable
     against  Consultant  and the Consulting  Principals in accordance  with its
     terms and each  instrument to be executed by Consultant  and the Consulting
     Principals pursuant to this Agreement will, when executed and delivered, be
     enforceable in accordance with its terms, subject to bankruptcy, insolvency
     and similar laws affecting creditors' rights generally.

     17. Compliance with Laws.
     -------------------------
     Consultant   shall  comply  with  all   federal,   state  and  local  laws,
regulations,  ordinances,  orders,  decrees,  resolutions  and other acts of any
governmental   entity,   including  but  not  limited  to  securities  laws  and
regulations  that are  applicable  to this  Agreement  and the work and services
performed or provided hereunder.

     18. Attorney's Fees.
     --------------------
     If a dispute  arises  relating to the  performance  of the  obligations  of
either Consultant (or the Consulting  Principals) or Helix pursuant to the terms
of this Agreement and legal or other costs are incurred,  the  prevailing  party
shall be  entitled to recover all  reasonable  costs  incurred in the defense or
prosecution of the claim, including court costs,  reasonable attorney's fees and
other claim-related expenses.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year above first written.

HELIX BIOMEDIX, INC.


/s/ R. Stephen Beatty                          /s/ Ralph Katz
--------------------------------               ---------------------------------
By:  R. Stephen Beatty                         Ralph Katz
President and Chief Executive Officer


KATZ-MILLER VENTURES L.L.C.


                                               /s/ Jeffrey A. Miller
--------------------------------               ---------------------------------
By:                                            Jeffrey A. Miller

                                        7
<PAGE>

                                    Exhibit A



                                 PROMISSORY NOTE


$80,800                                                      Seattle, Washington
                                                                     May 1, 2001


The undersigned,  Katz-Miller  Ventures L.L.C., Ralph Katz and Jeffrey A. Miller
(collectively  "Maker"),  promise  to pay  to  Helix  BioMedix,  Inc.  or  order
(collectively,  "Holder"),  the sum of Eighty  Thousand  Eight  Hundred  Dollars
($80,800) including accrued interest,  all as hereinafter  provided and upon the
following agreements, terms and conditions.

                                  Interest Rate

     The entire  principal  balance of this Note shall bear simple interest from
the date of this Note until  this Note is fully paid at the rate of six  percent
(5.985%) per annum.

                                    Payments

     All  interest  to accrue  under the term of this note shall be  retained by
Holder  at the  initial  disbursement  of funds  under  this  Note.  The  entire
principal  balance  of this Note shall be due and  payable on or before  July 1,
2001, and may be prepaid at any time without penalty.

     The principal balance may be paid in whole or in part through the surrender
and redemption of shares of Helix Common Stock,  such securities being valued at
the  closing  trade on the day such  shares are  tendered  in  repayment  of the
principal balance.


                                Place of Payment

     All  payments  pursuant to this Note shall be made to Holder at 210 Baronne
Street,  Suite 1004,  New Orleans,  Louisiana  70112,  or such other  address as
Holder may hereafter designate from time to time.

                            Default; Default Interest

     If Maker fails to pay this Note in strict  accordance with its terms, or if
Maker otherwise defaults under this Note, this Note shall bear interest from the
date of default by Maker until the default is fully cured at a default  interest
rate ("Default Rate") equal to sixteen percent (16%) per annum.  Notwithstanding
the foregoing,  if Maker defaults as described in this paragraph,  at the option
of Holder,  this entire Note shall become  immediately  due and  payable.  After
acceleration, this Note shall bear interest at the Default Rate.

                                        8
<PAGE>

                                 Applicable Law

     This Note shall be construed in accordance with and governed by the laws of
the State of Washington.

                             Successors and Assigns

     This Note  shall  inure to the  benefit  of  Holder  and any  successor  or
assignee  of  Holder.  This  Note  shall  be  binding  upon  Maker  and  Maker's
successors, assignees, personal representatives and heirs.

                               Costs and Expenses

     Maker shall pay all costs and expenses which Holder may incur in connection
with this Note because of Maker's default,  including,  without limitation,  the
following costs: (a) reasonable  attorneys' fees for legal services  incurred by
Holder in connection with any default by Maker relating to any  determination of
any rights or remedies of Holder;  and (b)  reasonable  attorneys'  fees for any
actions, proceedings, reviews or appeals therefrom which Holder may institute or
in which Holder may appear or participate.

                                    Liability

     Each person  signing this Note shall be jointly and  severally  liable with
respect to this Note and hereby waives demand,  presentment for payment,  notice
of  intention  to  accelerate  the  maturity,  protest and notice of protest and
nonpayment.  Each such party hereby  further  agrees that none of the  following
events (with or without notice) shall diminish,  impair or otherwise  affect the
liability of any such party with respect to this Note: (a) any  modification  or
extension  of the terms of this Note;  or (b) any  release  of any party  liable
pursuant to this Note.


ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.



Katz-Miller Ventures L.L.C.                         /s/ Jeffrey A. Miller
                                                    ----------------------------
                                                    Jeffrey A. Miller

By:
   ----------------------------------               /s/ Ralph Katz
                                                    ----------------------------
    Its:                                            Ralph Katz
        -----------------------------

                                        9