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"),  and THE PAISLEY  GROUP,  L.L.C.,  a Washington  limited
liability company ("Consultant").

                              PRELIMINARY RECITALS

     WHEREAS,  Helix and  Consultant  entered  into a  consulting  agreement  on
October 27, 2000 (the "Prior Agreement"),  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; and

     WHEREAS,  Helix is a publicly owned biotechnology  company which is engaged
in (i) developing,  testing,  patenting,  and manufacturing  synthetic bioactive
peptides (small proteins) having  applications in the  pharmaceutical and health
care  fields  and (ii)  licensing  its  proprietary  technology  and in  seeking
strategic corporate alliances for further development and  commercialization  of
its technology (collectively, the "Business"); and

     WHEREAS, Helix desires outside professional  assistance in various areas of
strategic and financial planning and believes that Consultant has experience and
expertise that will be valuable to Helix; and

     WHEREAS, Helix desires to engage Consultant as a consultant, and Consultant
desires to perform consulting services for Helix, under the terms and conditions
set forth herein; and

     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. Novation.
     ------------
     Except as provided in Sections 2.5(c) and 16 below,  the Prior Agreement is
hereby extinguished and replaced in its entirety by this Agreement.

     2. Consulting.
     --------------

          2.1 Consulting Services.
          ------------------------

          Helix hereby engages  Consultant,  and Consultant  hereby accepts such
     engagement  and  agrees  to serve as  consultant  to Helix  concerning  the
     Business  for a period  of one  year,  beginning  on the date  hereof  (the
     "Consulting  Period").  In connection  with the  performance of its duties,
     Consultant  shall  cause  Consultant's  duties  hereunder  to be  performed
     primarily by George M. Steiner (the "Consulting Principal").

                                        1
<PAGE>

          2.2 Duties.
          -----------

          Consultant shall faithfully and to the best of its ability perform the
     duties  assigned by the Board of  Directors  of Helix and shall serve under
     the direction of the President and Chief Executive Officer of Helix.  These
     duties shall include, without limitation, the following duties:

               (a)  strategic planning,

               (b)  assisting  Helix in developing and  monitoring  business and
                    science plans,

               (c)  assisting Helix in seeking additional financing,

               (d)  assist Helix with efforts to enhance shareholder value, and

               (e)  reporting  on a  quarterly  basis  Consultant's  progress in
                    respect of duties assigned by Board, in a format  reasonably
                    requested by the Chief Executive Officer of Helix.

          2.3 Relationship of Parties.
          ----------------------------
          Consultant  shall  be  deemed  an  independent  contractor  and not an
     employee of Helix. All letterhead, business cards and promotional materials
     used or  distributed by Consultant  shall present  Consultant as a business
     consultant to, and not an employee or principal of, Helix. Consultant shall
     be responsible for all taxes associated with payment  hereunder,  including
     but not limited to income taxes and social security taxes.

          2.4 Expenses.
          -------------
          All  ordinary  and  reasonable   out-of-pocket  expenses  incurred  by
     Consultant  solely as a result of the performance of Consultant's  services
     as  assigned  pursuant to Section 2.2 above,  including  reasonable  travel
     expenses,  shall be  reimbursed  to  Consultant  by  Helix,  provided  that
     Consultant   shall  have   submitted   an  invoice   together   with  other
     documentation of such expenses as Helix may reasonably require.

          2.5 Compensation.
          -----------------

               (a)  Consultant's  current  entitlement to options or warrants to
          acquire  Helix stock at $1.50 per share,  not  including any potential
          entitlement  contingent  upon  triggering  events,  shall survive this
          Novation  and vest in  accordance  with the  provisions  of the  prior
          Agreement.

               (b)  As  consideration   for  the  services  to  be  rendered  by
          Consultant hereunder,  its agreement not to compete with Helix and its
          agreement  to  promote  services  for and  through  Helix  during  the
          Consulting  Period,   Helix  hereby  grants  to  Consultant   warrants
          ("Warrants") to purchase an aggregate of 120,000 shares of the Helix's
          common  stock at an  exercise  price of $1.50 per share,  during  that
          period  commencing  on the date  first  above  written  and  ending on
          September  30, 2011,  when any and all  unexercised  Warrants  granted
          herein shall expire and terminate.

               (c) In the  event of any  change  in the  outstanding  shares  of
          common   stock  by   reason   of  any   stock   dividend   or   split,
          recapitalization,  merger,  consolidation,  combination or exchange of
          shares or other similar corporate change, the maximum aggregate number
          and  class of  shares  of  common  stock  which  may be  purchased  by
          Consultant  pursuant to the Warrants  will be  equitably  adjusted for
          such event.

                                        2
<PAGE>

          2.6 Restricted Stock
          --------------------

               (a)  Consultant  recognizes  and  understands  that  neither  the
          Warrants  nor the shares of Common  Stock of Helix to be  purchased by
          Consultant pursuant to the Warrants  (collectively,  the "Securities")
          will be  registered  under  the  Securities  Act of 1933  ("Securities
          Act"),  or under the  securities  laws of any state  (the  "securities
          laws").

               (b)  Consultant  represents  and warrants that (i) the Consulting
          Principal  has  knowledge   and   experience  in  business,   finance,
          securities  and  investments,  such  experience  being based on actual
          participation  therein,  (ii) the  Consulting  Principal is capable of
          evaluating the merits and risks of an investment in the Securities and
          the  suitability  thereof  as  an  investment   therefor,   (iii)  the
          Consulting  Principal is an experienced and sophisticated  investor in
          investments,  including investments similar to that of the Securities,
          (iv)  Securities  to be  acquired  by it will be  acquired  solely for
          investment  and not with a view  toward  resale or  redistribution  in
          violation of the  securities  laws,  and no assurances  have been made
          concerning  the  future  results  of Helix  or as to the  value of the
          Securities,  (v) it (and the  Consulting  Principal) is an "accredited
          investor" within the meaning of Regulation D promulgated by the United
          States Securities and Exchange Commission (the "Commission")  pursuant
          to the Securities  Act, and (vi) the Consulting  Principal is the sole
          shareholder 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 the Consulting  Principal have 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  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  to,  and  agrees  during the term of this
          Agreement,  make available to Consultant  upon request at any time all
          exhibits  filed by Helix  with  the  Commission  as part of any of the
          reports filed therewith.

                                        3
<PAGE>

          2.7 Company Information.
          ------------------------
          In  connection  with  Consultant's  engagement,   Helix  will  furnish
     Consultant and/or the Consulting Principal with all information  concerning
     Helix which  Consultant  and/or the Consulting  Principal shall  reasonably
     request. Helix represents and warrants that all such information concerning
     Helix  will be true and  accurate  in all  material  respects  and will not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary in order to make statements  therein not misleading in light
     of  the   circumstances   under  which  such  statements  are  made.  Helix
     acknowledges  and agrees that Consultant and the Consulting  Principal will
     be using  and  relying  upon  such  information  supplied  by Helix and its
     officers,   agents  and  others   concerning   Helix  without   independent
     investigation   or  verification   thereof  or  independent   appraisal  by
     Consultant or the Consulting Principal.

          2.8 Restrictive Covenant.
          -------------------------
          Except as otherwise agreed to in writing by Helix,  during the term of
     this Agreement and for a period of two years thereafter, neither Consultant
     nor the  Consulting  Principal  shall  either as an  individual  on his own
     account; as a partner, joint venturer,  consultant, agent, salesman for any
     person;  as an officer,  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  directly  competitive  with Helix  anywhere in the
          world;

               (b)  solicit or attempt to solicit  any of Helix  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 services to Helix.

          Notwithstanding   the  above,   Helix  acknowledges  and  agrees  that
     Consultant's and Consulting Principal's existing relationships with Primal,
     Inc.  and  Northwest  Biotherapeutics,  Inc.  are not in  violation of this
     Section  2.8.  The  provisions  of this  subsection  2.8 shall  survive the
     termination of this Agreement.

     3. Assignment.
     --------------
     No party  hereto may assign or  delegate  any of its rights or  obligations
hereunder without the prior written consent of the other party hereto. Except as
otherwise  expressly provided herein, all covenants and agreements  contained in
this Agreement by or on behalf of any 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, whether so expressed or not.

     4. 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 to the
full extent.

                                        4
<PAGE>

     5. 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.

     6. 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.  The  use of the  word  "including"  in this
Agreement shall be by way of example rather than by limitation.

     7. 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  service  (charges
prepaid) or mailed to the  recipient  by certified or  registered  mail,  return
receipt and postage prepaid,  or (iii)  transmitted by telecopy to the recipient
with a  confirmation  copy to follow the next day to be  delivered  by overnight
carrier.  Such  notices,  demands and other  communication  shall be sent to the
addresses indicated below:

                  (a)      If to Consultant:

                           The Paisley Group, L.L.C.
                           8111 - 34th Avenue East
                           Seattle, Washington 98112
                           Attn:  Mr. George M. Steiner


                   (b)     If to Helix:

                           Helix Biomedix, Inc.
                           210 Baronne Street, Suite 1004
                           New Orleans, Louisiana 70112-1722
                           Attn:  Chief Executive Officer

or to such  other  address  or to the  attention  of such  other  person  as the
recipient party has specified by prior written notice to the sending party.  The
effective  date of such notice  shall be (w) the date such notice is  personally
delivered,  (x) three days after the date of  mailing  if sent by  certified  or
registered mail, (y) one day after date of delivery to the overnight  courier if
sent by  overnight  courier  or (z) the  next  business  day  after  the date of
transmission by telecopy or e-mail.

     8. Confidential Information and Discoveries.
     --------------------------------------------
     Consultant and the  Consulting  Principal  agree that all  information of a
technical or business  nature such as know-how,  trade secrets,  secret business
information,   plans,  data,   processes,   techniques,   customer  information,
inventions,  discoveries,  formulae,  patterns,  devices,  etc.,  ("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 Principal for any purpose other than fulfillment of
their  respective   obligations  under  this  Agreement,   without  the  express

                                        5
<PAGE>

authorization of Helix.  Confidential  Information does not include  information
which  Consultant or the  Consulting  Principal can  demonstrate  (i) has become
generally  available  to the public  other than as a result of a  disclosure  by
Consultant or the Consulting Principal,  (ii) has become available to Consultant
or the Consulting Principal 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 Principal 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 Principal
may conceive or make during his regular  working hours or otherwise shall be the
sole and exclusive property of Helix and Consultant and the Consulting Principal
will disclose the same to Helix and will,  whenever  requested by Helix to do so
(either  during the terms of this Agreement or  thereafter),  execute and assign
any and all applications, assignments and/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 and 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  Principal  in an  invention if no
equipment,  supplies, facilities, or trade secret information of Helix was used,
and the  invention  was  developed  entirely on the  Consultant's  or Consulting
Principal's 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
Principal for Helix.

     The  provisions  of this Section 8 shall  survive the  termination  of this
Agreement.

     9. Return of Documents.
     -----------------------
     Upon the  termination  of this Agreement for any reason,  Consultant  shall
forthwith  return and  deliver to Helix and shall not  retain  any  original  or
copies of any books, papers, price lists or customer contracts, bids or 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.

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

     11. 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.

     12. 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 Delaware.


                                        6
<PAGE>

     13. Representations and Warranties.
     -----------------------------------

          13.1 Helix  represents  and warrants that: (i) Helix 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
     Articles of Incorporation, Bylaws, or any contract or agreement by which it
     is bound; and (ii) this Agreement is valid and enforceable against Helix in
     accordance  with its terms,  and each  instrument  to be  executed by Helix
     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.

          13.2  Consultant  represents  and warrants  that:  (i) Consultant is a
     corporation duly organized, validly existing and in good standing under the
     laws of the State of  California,  has duly  authorized  the  execution and
     performance of this Agreement,  and such execution and performance will not
     violate its Articles of Incorporation,  bylaws or any contract or agreement
     by which it is bound;  and (ii)  this  Agreement  is valid and  enforceable
     against  Consultant  and the  Consulting  Principal in accordance  with its
     terms,  and each instrument to be executed by Consultant and the Consulting
     Principal 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.

     14. 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.

     15. Attorney's Fees.
     --------------------
     If a dispute  arises  relating to the  performance  of the  obligations  of
either  Consultant (or the Consulting  Principal) 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.

     16. Indemnification.
     --------------------
     Helix shall (A) indemnify  Consultant  and  Consulting  Principal  (jointly
and/or  severally,  the  "Indemnified  Parties"),  and hold them harmless to the
fullest  extent  permitted  by  law  against  any  losses,  claims,  damages  or
liabilities  to which the  Indemnified  Parties may become subject in connection
with (i) their use of information that is inaccurate in any respect (as a result
of  misrepresentation,  omission,  failure  to  update,  or  otherwise)  that is
provided  to  Indemnified  Parties  by  Helix,  its  representatives,  agents or
advisers,  regardless  of whether the  Indemnified  Parties  knew or should have
known of such  inaccuracy,  or (ii) any other aspect of rendering such services,
in the  case  of  each of  clauses  (i) and  (ii)  above  unless  it is  finally
judicially determined that such losses,  claims, damages or liabilities relating
thereto arise only out of the gross  negligence or willful  misconduct of any of
the Indemnified Parties, and (B) reimburse  Indemnified Parties for any legal or
other expenses  reasonably  incurred by them in connection  with  investigating,
preparing to defend or defending  any  lawsuits,  claims,  or other  proceedings
arising in any manner out of or in connection  with their  performance  of their
duties  pursuant to the  engagement  contemplated  herein,  unless it is finally
judicially determined that the losses,  claims,  damages or liabilities relating

                                        7
<PAGE>

thereto  arise only out of the gross  negligence  or willful  misconduct  of the
Indemnified  Parties. If, for any reason, the foregoing indemnity is unavailable
to the Indemnified  Parties or is  insufficient to hold the Indemnified  Parties
harmless  (other  than  in  the  event  that  the  losses,  claims,  damages  or
liabilities  relating  thereto arise only out of the gross negligence or willful
misconduct  of the  Indemnified  Parties),  then Helix shall  contribute  to the
amount  paid or  payable  by  Indemnified  Parties  as a result of such  claims,
liabilities,  losses,  damages, or expenses in such proportion as is appropriate
to reflect not only the relative  benefits received by Helix on the one hand and
the Indemnified  Parties on the other,  but also the relative fault of Helix and
the   Indemnified   Parties,   as   well   as  any   equitable   considerations.
Notwithstanding the provisions of this Agreement,  the aggregate contribution of
the Indemnified Parties to all claims, liabilities, losses, damages and expenses
shall not exceed the amount of the fees actually received by Consultant pursuant
to its  engagement  by Helix.  It is hereby  further  agreed  that the  relative
benefits to Helix on the one hand and the Indemnified  Parties on the other hand
with respect to the transactions contemplated in the engagement referenced above
shall be  deemed  to be in the same  proportion  as (i) the  total  value of the
transaction  bears to (ii) the fees  paid to  Consultant  with  respect  to such
transactions.   Helix  agrees  that  the   indemnification   and   reimbursement
commitments  set  forth  in  this  Agreement  shall  apply  whether  or not  the
Indemnified   Parties  are  a  formal  party  to  any  such  lawsuits  or  other
proceedings,  that the  Indemnified  Parties  are  entitled  to retain  separate
counsel  of their  choice in  connection  with any of the  matters to which such
commitments  relate, that such commitments shall be in addition to any liability
that Helix may have to the Indemnified  Parties at common law or otherwise,  and
that such commitments shall extend upon the terms set forth in this Agreement to
any  controlling  person,  director,  officer,  employee,  agent or affiliate of
Indemnified  Parties  and  shall  survive  any  termination  of this  Agreement;
provided   that  any  such  claim  arising  other  than  as  a  result  of  this
indemnification procedure shall serve as a set-off against any claim hereunder.

     17. Termination.
     ----------------
     This  Agreement may be  terminated  by either party upon 30 days'  advanced
written notice to the other party. Any Options which have not vested pursuant to
subsection  1.5(a) or have not  otherwise  been earned  pursuant  to  subsection
1.5(b) as of the date of termination of this Agreement  shall  automatically  be
terminated and canceled and Helix shall have no further obligation to Consultant
or the  Consulting  Principal  in respect of such  Options.  Subsection  1.8 and
Sections 7 and 15 of this Agreement  shall survive the expiration or termination
of this Agreement.

     18. Activities of Consultant.
     -----------------------------
     In connection with this engagement, it is understood that Consultant and/or
the Consulting  Principal may identify and facilitate  contact between Helix and
corporations  or  individuals  that may  potentially  become the  Helix's  joint
venture partners,  licensees,  commercial  collaborators,  agents, directors, or
investors. To the extent that Consultant and/or the Consulting Principal contact
corporations  or individuals  as potential  joint venture  partners,  licensees,
commercial collaborators,  agents,  directors, or investors,  Helix acknowledges
that  Consultant's  and/or the Consulting  Principal's sole role is to initially
contact  such   potential   joint  venture   partners,   licensees,   commercial
collaborators,  agents,  directors, or investors and refer any resulting contact
to  Helix  or  its  designated  agent(s).  Accordingly,  Consultant  and/or  the
Consulting  Principal  shall have no  liability  to Helix or any other person or
party resulting from their so acting in connection with initiating such contacts
referenced  herein.  It  is  explicitly  agreed  that  Consultant's  and/or  the
Consulting  Principal's  role under this  engagement  will not include,  without

                                        8
<PAGE>

limitation:   performing  due  diligence;   verifying  information  provided  to
Consultant an/or the Consulting  Principal or, directly or indirectly,  to other
persons or parties pursuant to contacts made by Consultant and/or the Consulting
Principal as contemplated by this paragraph;  preparing any offering  memoranda;
or,   negotiating   or  structuring   any   agreements,   licenses,   commercial
collaborations, or investments by or with third parties.

                                        9
<PAGE>


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

                                                HELIX BIOMEDIX, INC.


                                            ------------------------------------

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


                                            THE PAISLEY GROUP, L.L.C.

                                            /s/ George M. Steiner
                                            ------------------------------------
                                            George M. Steiner, Authorized Member


                                                CONSULTING PRINCIPAL:

                                            /s/ George M. Steiner
                                            ------------------------------------
                                            George M. Steiner

                                       10