HELIX BIOMEDIX, INC./ THERAPEUTIC PEPTIDES, INC.
                               LICENSING AGREEMENT


     THIS LICENSING AGREEMENT (this "Agreement"), made and entered into this ___
day of  _________,  2001,  by and  between  Helix  BioMedix,  Inc.,  a  Delaware
corporation  having its principal office at 210 Baronne Street,  Suite 1004, New
Orleans,  Louisiana  70112 ("Helix" or "Licensor"),  and  Therapeutic  Peptides,
Inc.,  a  Louisiana  corporation  having  its  principal  office at 5700  Citrus
Boulevard, Suite B, Harahan, Louisiana 70123 ("TPI" or "Licensee").

     WHEREAS, TPI is the inventor of certain proprietary peptides defined in the
HELIX/TPI  RESEARCH  ALLIANCE  AGREEMENT  by and between  Helix  BioMedix,  Inc.
(Louisiana),   Helix  BioMedix,   Inc.   (Colorado),   TPI,   BioSouth  Research
Laboratories,  Inc.,  and Dr.  Donald R. Owen,  dated  September  30, 1999,  and
pursuant to said agreement TPI has assigned all its rights,  title and interest,
in and to said proprietary peptides to Helix; and

     WHEREAS, Helix, pursuant to said HELIX/TPI RESEARCH ALLIANCE AGREEMENT, has
agreed to file one or more patent  applications  with  respect to those  certain
proprietary peptides to be assigned to it by TPI; and

     WHEREAS, certain of the aforementioned proprietary peptides may have useful
application in topical,  non-pharmaceutical skin care intermediate  concentrates
and end-use products; and

     WHEREAS,  TPI,  pursuant to said  HELIX/TPI  RESEARCH  ALLIANCE  AGREEMENT,
desires to acquire from Helix a license of certain of Helix's rights,  including
a limited right to sublicense  TPI's  Affiliates,  to make, have made, use, have
used,  offer for sale, have sold, sell,  and/or otherwise  dispose of certain of
the aforementioned  proprietary peptides for the purpose of making, having made,
using,  having used,  offering for sale,  having sold,  selling and/or otherwise
disposing of topical, non-pharmaceutical skin care intermediate concentrates and
end-use products using,  made from, or derived from said  proprietary  peptides;
and

     WHEREAS,  Helix  desires  to grant to TPI such a  license  under  terms and
conditions as are set forth herein below.

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
set out  herein and other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.   DEFINITIONS

1.1  "Licensed  Peptides"
     --------------------
     shall  mean the three (3)  short  chain  linear  peptides,  the amino  acid
     sequences of which are set forth in Exhibit A.


<PAGE>




1.2  "Licensed Products"
     -------------------
     shall  mean  any  topical,   non-pharmaceutical   skin  care   intermediate
     concentrates  and end-use products that contain one or more of the Licensed
     Peptides.

1.3  "Licensed Territory"
     --------------------
     shall mean the United States,  its  territories  and  possessions,  and all
     other  countries  in which  Helix has or may have patent  applications  and
     patents which cover or relate to the Licensed Peptides.

1.4  "Effective  Date"
     -----------------
     shall mean the date of this Agreement as first written herein above.

1.5  "TPI's Affiliates"
     ------------------
     shall mean and include BioSouth Research  Laboratories,  Inc., Biosyn, Inc.
     and Vital Assist,  Inc., as well as any other entity which owns over 10% of
     TPI's voting stock or otherwise  controls  TPI's business and affairs or in
     which  10% of the  voting  stock of the  entity is owned by TPI or which is
     otherwise controlled by TPI.

1.6  "Gross Sales"
     -------------
     shall have the meaning set forth in Section 3.2.


1.7  "Licensed Field of Use"
     -----------------------
     shall mean the use of  Licensed  Peptides  and  Licensed  Products  in both
     intermediate    concentrates    and   end-use    products    for   topical,
     non-pharmaceutical skin care.

1.8  "Licensed Trade Secrets"
     ------------------------
     shall  mean the  sequences  of amino  acids  set  forth in  Exhibit  A that
     constitute the Licensed Peptides.

1.9  "Licensed Patent Rights"
     ------------------------
     shall  mean all  current  and  future  patent  applications  (which for the
     purpose  of this  Agreement  shall be deemed  to  include  certificates  of
     invention and  applications  for  certificates of invention) and patents in
     the Licensed  Territory  covering or related to the Licensed  Trade Secrets
     and  the  Licensed  Peptides,  including  any  substitutions,   extensions,
     reissues,   reexaminations,    renewals,   divisions,   continuations,   or
     continuations-in-part  thereof,  which  Helix owns and  controls  and under
     which Helix has the right to grant  licenses,  as of the Effective  Date of
     this Agreement and thereafter  including,  but not limited to, those patent
     applications and patents set forth in Exhibit B.

2. GRANT OF LICENSE Helix  hereby  grants to Licensee a personal,  non-exclusive
     license under Helix's  Licensed  Trade Secrets and Licensed  Patent Rights,
     including the right to sublicense  TPI's  Affiliates,  to make,  have made,
     use, have used,  offer for sale,  sell, have sold, or otherwise  dispose of
     the Licensed Peptides for the purpose of making, having made, using, having
     used,  offering for sale,  selling,  having sold, or otherwise disposing of
     Licensed Products for the Licensed Field of Use in the Licensed Territory.

<PAGE>



3.   ROYALTIES

     3.1 Beginning on the Effective  Date and to the extent that Licensee  sells
or otherwise  disposes of Licensed  Products,  Licensee  will, in the manner and
within the time set forth in Section 4 hereof,  pay a continuing  and cumulative
royalty in U.S.  Dollars to Helix with  respect  to  Licensed  Products  sold or
otherwise  disposed of by Licensee in the Licensed Territory after the Effective
Date and before  termination of this  Agreement,  and thereafter as set forth in
Section 6.5. The royalty  payable  with  respect to  Licensee's  Gross Sales (as
defined below) of Licensed Products will be:

     2% of the first $25 million (i.e., for $1.00 to $25,000,000)
     3% of the next $50 million (i.e., for $25,000,001 to $50,000,000)
     4% for sales above $50 million (i.e., for $50,000,001 and up).

     Licensee guarantees,  and will pay at the end of each designated period set
forth below, the following minimum royalties during the term of this Agreement:

     first thirty (30) months:                                         $0
     next twelve (12) months (i.e., months 31 to 42)                   $10,000
     next twelve (12) months (i.e., months 43 to 54)                   $10,000
     next twelve (12) months (i.e., months 55 to 66)                   $25,000
     each additional twelve (12) months (due at the end of each year)  $50,000.

     3.2 "Gross  Sales"
         --------------
     shall mean  Licensee's  gross sales (e.g.,  the gross invoice amount billed
customers) of Licensed Products,  less excise taxes,  discounts,  and allowances
actually  shown on an invoice and,  further,  less any bona fide returns (net of
all returns actually made or allowed as supported by credit  memoranda  actually
issued to customers)  up to the amount of the actual sales of Licensed  Products
during  the  royalty  period.  No other  costs  incurred  in the  manufacturing,
selling, advertising, and distribution of Licensed Products will be deducted.

     3.3  Should  Licensee  sublicense  to  any  of  its  Affiliates  under  the
provisions  of Section 2 hereof,  Licensee  shall pay to Helix the same  royalty
amounts that Helix would be entitled to receive if Licensee were itself  selling
or otherwise disposing of Licensed Products.

     3.4 The above royalties shall accrue upon each Licensed  Product being sold
or  otherwise  disposed  of in the  Licensed  Territory  by  Licensee  after the
Effective  Date.  Licensed  Products  will be  considered  "sold" or  "otherwise
disposed of" when payment for said Licensed Products is received by Licensee.

     3.5 All taxes  resulting by operation of this  Agreement  shall be borne by
the party obligated to pay them under applicable law. Licensee may withhold from
payments to Helix under this  Agreement the amount of any national  taxes levied
on Licensee's payments hereunder by any government or duly constituted authority
in a country of the Licensed  Territory.  In such event,  Licensee  shall effect
payment to the  appropriate  tax  authorities of said government of the national
taxes so withheld,  and shall transmit to Helix official receipts issued by said
tax  authorities or such other evidence as is reasonably  available to support a
claim for income tax  credit by Helix in  respect of any taxes so  withheld  and
paid.

<PAGE>

4.   PAYMENT, REPORTS AND RECORDS

     4.1 Licensee  will provide  quarterly  written  royalty  reports  ("Royalty
Reports") to Helix, accompanied by payment for royalties due, within thirty (30)
days after the last day of March, June,  September and December of each calendar
year during the term of this  Agreement,  and thereafter as set forth in Section
6.5.  Royalty  Reports  will  be  certified  as  accurate  by a duly  authorized
representative of Licensee and will separately state for the preceding quarterly
period the  following  information:  the type,  quantity  and price of  Licensed
Products  sold or otherwise  disposed of by Licensee in the Licensed  Territory,
the minimum guaranteed royalty payable,  if any, the total royalty payable under
this Agreement,  and the applicable  withholding tax by country, if any. Royalty
Reports shall be furnished to Helix regardless of whether Licensed Products were
sold or  otherwise  disposed of during the period or whether any actual  royalty
was owed.  The  receipt or  acceptance  by Helix of  Royalty  Reports or royalty
payments shall not prevent Helix from  subsequently  challenging the validity or
accuracy of Royalty Reports or the accompanying royalty payments.

     4.2 The first Royalty Report and royalty payment shall be made with respect
to all  Licensed  Products  sold or  otherwise  disposed  of by  Licensee in the
Licensed  Territory  from the  Effective  Date to the last day of the first full
quarterly period next ending.

     4.3 "Final" Royalty Reports and royalty payments will be made within thirty
(30) days after the  expiration or  termination  of this  Agreement,  as well as
within the applicable  ninety-day  period specified in Section 6.5, with respect
to all  Licensed  Products  sold or  otherwise  disposed  of by  Licensee in the
Licensed Territory.

     4.4 If Licensee fails to make any royalty  payment within the required time
for such  payment,  Licensee  will pay interest to Helix at the simple  interest
rate of three percent (3%) per month,  computed from the due date (which will be
deemed to be the end of the  applicable  thirty  (30) days period  specified  in
Section 4.1) until such payment and the interest thereon are paid in full.

     4.5 Licensee will make and retain,  and will cause TPI's Affiliates to make
and retain,  for two (2) years  following the  submission of Royalty  Reports to
Helix  hereunder,  true  and  accurate  records,  files  and  books  of  account
containing  all  data   reasonably   required  for  the  full   computation  and
verification  of the  amounts to be paid under this  Agreement  and set forth in
Royalty Reports. This obligation will survive any termination of this Agreement.

     4.6 Upon  reasonable  notice by Helix,  and at any  reasonable  time during
normal business hours,  but no more frequently than once during each consecutive
twelve-month period beginning with the Effective Date of the Agreement, Licensee
will  permit,  and  will  cause  TPI's  Affiliates  to  permit,  the  reasonable
inspection of such records,  files and books of account by any independent  firm
of  certified  public  accountants  mutually  accepted  by  both  parties.  Such
examinations  will be solely for the purpose of verifying  the  information  set
forth in Royalty Reports.  Licensee will give such  independent  accounting firm

<PAGE>

access to the records  described above,  only provided that such firm will agree
not to  disclose  to Helix or any other  party any  information  other  than the
information required to be reported in the Royalty Reports under Section 4.1. In
the event that such inspection reveals an underpayment by Licensee of the actual
amounts owed Helix,  Licensee will pay the  difference  within thirty (30) days,
and  Licensee  will pay interest to Helix at the simple  interest  rate of three
percent  (3%) per month  computed  from the due date until such  payment and the
interest  thereon  are  paid in  full.  In  addition,  in the  event  that  such
inspection reveals an underpayment by Licensee of the actual amounts owed Helix,
the cost of such inspection will be borne as follows: (i) if the underpayment is
ten  percent  (10%) or less,  Helix  will  pay for the  inspection;  (ii) if the
underpayment  is ten percent  (10%) through  fifteen  percent  (15%),  Helix and
Licensee  will  share  the  cost  of  the  inspection  equally;   (iii)  if  the
underpayment  is fifteen  percent  (15%) or greater,  Licensee  will pay for the
inspection.

5.   OTHER COVENANTS

     5.1  Licensee  will  indemnify,  defend  and hold Helix  harmless  from and
against any and all liabilities,  damages, losses, costs and expenses (including
reasonable  attorney's fees and expenses)  actually  incurred by Helix resulting
from or associated  with any product  liability  lawsuit  brought  against Helix
relating to the Licensed Products. In addition,  Licensee shall maintain product
liability  insurance covering the sale of Licensed Products in an amount no less
than  $1,000,000 for sales of Licensed  Products up to and including  $5,000,000
and an  additional  $1,000,000  in coverage for each  additional  $5,000,000  of
Licensed  Product sales.  Licensee shall name Helix as an additional  insured on
all such insurance policies.

     5.2 Licensee  shall not  arbitrarily or  unilaterally  replace any Licensed
Peptides in the  formulation  of a Licensed  Product with  peptides not licensed
from Helix once the Licensed Product is sold or otherwise qualified and accepted
for marketing, whichever occurs first.

     5.3  Licensee  hereby  grants  to Helix an  option  to  license  the use of
Licensee-owned  delivery  systems  that  TPI or  TPI's  Affiliates  use with the
Licensed Peptides,  for use by Helix in non-cosmetic  applications,  under terms
and  conditions  that  are  substantially  similar  to those  contained  in this
Agreement.  Licensee represents and warrants that it has the requisite authority
to grant this option.  Licensee  shall grant or cause TPI's  Affiliates to grant
such a license within a reasonable period of time after receiving a request from
Helix to exercise its option hereunder.

     5.4 During the term of this Agreement,  Licensee agrees to share all of its
test data regarding the relative  efficacy and toxicity of the Licensed Peptides
and data from  Licensee's  "in vivo" tests of Licensed  Peptides,  all said data
being that developed by TPI during its selection of the Licensed Peptides.

     5.5 During the term of this Agreement,  Helix will timely notify TPI in the
event Helix files any patent application, abandons the prosecution of any patent
application,  secures  any patent,  makes a  determination  not to maintain  any
patent in force or not to seek reissue or  reexamination  of any patent covering
or related to the Licensed Peptides and the Licensed Trade Secrets.

<PAGE>

6.   TERM AND TERMINATION

     6.1 The term of this  Agreement  shall be from the Effective Date and shall
continue  until the last to expire of an issued patent  relating to the Licensed
Peptides, unless terminated earlier as otherwise provided in this Agreement.

     6.2 Either party shall have the right to terminate this Agreement by giving
written  notice  of  termination  to the other  party in the case of a  material
breach of this Agreement by the other party.  Such written notice of termination
shall  specify the nature of the  default.  The  breaching  party shall have the
right to cure any such  default  within  sixty  (60) days  after  receipt of the
non-breaching  party's  notice,  but if the  default  is not cured  within  such
period,  the non-breaching  party may terminate this Agreement by written notice
to the breaching party at the end of such period.

     6.3 If Licensee  should  dissolve,  or should file a voluntary  petition in
bankruptcy  for any purpose  other than  reorganization,  or an order  should be
entered pursuant to any law relating to bankruptcy or insolvency or appointing a
receiver or trustee for Licensee for any purpose other than reorganization, then
Helix may, within ten (10) days thereafter, give written notice of its desire to
terminate this Agreement.  Thereupon, this Agreement shall terminate on the date
specified  in such  notice,  which shall not be less than thirty (30) days after
the date of such notice.

     6.4 In the event  that any  proceeding  shall be  instituted  by or against
Helix seeking to adjudicate  it bankrupt or insolvent,  or seeking  liquidation,
winding up, reorganization,  arrangement, adjustment, protection, relief from or
to  consolidate  its debts under any law relating to bankruptcy or insolvency or
appointing  a  receiver,  trustee  or  other  similar  official  for  it or  any
substantial part of its property or it shall take any action to authorize any of
the foregoing  actions,  Licensee shall have the right to retain and enforce any
and all of the rights granted it hereunder.

     6.5 In the event that this  Agreement  is  terminated  pursuant to Sections
6.1,  6.2 or 6.3 above,  the  license  granted  in Section 2 will  automatically
terminate, except as otherwise provided in Section 6.6 below.

     6.6 Upon  termination of this Agreement  (except for uncured failure to pay
royalties),  Licensee  shall have the right for ninety (90) days to complete any
then  existing and  outstanding  contracts  with  customers  related to Licensed
Products pursuant to the license granted  hereunder.  Licensee may also for such
ninety-day period dispose of any previously  manufactured Licensed Products held
in its inventory as of the date of such  termination.  The rights  granted under
this  Section  6.6 will be subject to the  provisions  of  Sections 3 and 4. The
rights granted and obligations  imposed under this Section 6.6 shall survive the
termination of this Agreement.

7.   DISCLAIMERS

     7.1 Helix does not assume any responsibility whatsoever for the performance
or  manner  of use of  Licensed  Products  manufactured,  made,  used,  sold  or
otherwise  disposed  of by  Licensee  or TPI's  Affiliates.  Helix shall have no
liability therefor, nor will it have any obligation to defend, indemnify or hold
harmless any party from any suits, actions or claims arising out of, or relating
to, such performance or manner of use.

<PAGE>

     7.2 Nothing contained in this Agreement will be construed as:

          7.2.1 an  admission by either  party of any past  infringement  of any
     patent or as an admission  of, or a warranty or  representation  as to, the
     validity and/or scope of any patent, and either party is free to contest in
     any proceeding the validity and/or scope thereof;

          7.2.2 conferring any license or other right, by implication,  estoppel
     or otherwise, under any patent application,  patent or patent right, except
     as herein expressly granted;

          7.2.3  conferring  any  license  or right  with  respect  to any trade
     secrets,  copyrights,  mask works or  know-how  of either  party  except as
     required by Section 2 of this Agreement; or

          7.2.4  conferring  any license or right with respect to any trademark,
     trade name or corporate name of Helix or any  contraction,  abbreviation or
     simulation thereof.


8.   GENERAL TERMS AND CONDITIONS

     8.1 Entire Agreement; Modification and Waiver.
         ------------------------------------------
     This Agreement  represents the entire  understanding  and agreement between
the parties with respect to the subject matter hereof, and supersedes all of the
negotiations,  understandings  and  representations  made  by and  between  such
parties.  None of the terms or provisions  hereof may be amended,  supplemented,
waived or  changed  orally,  unless by a writing  signed by each of the  parties
hereto.

     8.2 Assignment.
         -----------
     This Agreement, including the benefits or rights hereunder, may be assigned
by Helix  without  Licensee's  prior  written  consent and by  Licensee  without
Helix's  prior  written  consent,   except  that  any  attempted  sale,  merger,
assignment,  pledge,  hypothecation  or other  transfer  of  Licensee's  rights,
benefits  or  interests  in and under  this  Agreement  to  Demegen,  Inc.,  its
administrators,  successors or assigns, shall be void and of no effect and shall
convey  no rights or  interests  in this  Agreement  or the  Licensed  Peptides,
Licensed Trade Secrets or Licensed  Patent Rights unless Helix's express written
consent to such sale, merger, assignment,  pledge, hypothecation or transfer has
first been obtained.  Except as provided  herein with respect to Demegen,  Inc.,
this  Agreement  will be binding on and will inure to the benefit of the parties
hereto and their permitted administrators, successors and assigns.

     8.3 Applicable Law.
         ---------------
     The Agreement will be governed by and  interpreted  in accordance  with the
laws of the State of Louisiana, without regard to conflicts of laws principles.

     8.4 Jurisdiction; Service of Process.
         ---------------------------------
     Any action or  proceeding  seeking to enforce any provision of, or based on
any right arising out of, this  Agreement may be brought  against  either of the
parties  in the  courts  of the  State of  Louisiana,  and  each of the  parties
consents to the  jurisdiction of such courts (and of the  appropriate  appellate
courts) in any such action or proceeding  and waives any objection to venue laid
therein.  Process  in any  action or  proceeding  referred  to in the  preceding
sentence may be served on any party anywhere in the world.

<PAGE>

     8.5 Court Costs; Limitation of Liability.
         -------------------------------------
     Both  parties  agree that if either party is held by any court of competent
jurisdiction to be in violation,  breach,  or nonperformance of any of the terms
of this  Agreement,  then it will promptly pay to the other party all reasonable
and  allocable  costs of such action or suit,  including  reasonable  attorneys'
fees.  However,  in no event will  either  party be liable to the other party by
reason of breach or  termination  of this  Agreement for any loss of prospective
profits or incidental or consequential damages.

     8.6 Relationship of the Parties.
         ----------------------------
     Nothing in this  Agreement  will be  construed  as making  either party the
partner, joint venturer, agent, or employer/employee of the other. Neither party
will have the authority to make any statements,  representations  or commitments
of any kind, or to take any action,  which will be binding on the other,  except
as provided for herein or authorized in writing by the party to be bound.

     8.7 Payments.
         ---------
     All  sums of money  referred  to in this  Agreement  as  being  payable  by
Licensee to Helix will be sums  payable in U.S.  Dollars and may be made by wire
transfer    to     ______________________     Account    No.    __________    at
___________________________________________________________________________.

     8.8 Patent Marking; Use of Helix's Name.
         ------------------------------------
     Licensee may use Helix's name,  trademarks,  service  marks,  logos,  trade
names  and/or  branding on the  packaging  of Licensed  Products,  but only with
Helix's  prior  written  consent.  All such  legends will conform to the marking
requirements of the applicable countries.

         8.9 Notices.
         ------------
     All notices,  requests,  demands,  Royalty Reports and other communications
required under or related to this  Agreement will be in writing,  in the English
language, and sent to the addresses set forth below:

         If to Helix:

              Helix BioMedix, Inc.
              Attn: R. Stephen Beatty, President
              210 Baronne Street, Suite 1004
              New Orleans, Louisiana 70112

         If to Licensee:

              Therapeutic Peptides, Inc.
              Attn: Dr. Donald R. Owen, President
              5700 Citrus Boulevard, Suite B
              Harahan, Louisiana 70123

<PAGE>

     8.10 Severability.
         --------------
     The invalidity, illegality or unenforceability of any provision will not in
any way affect, impair, invalidate or render unenforceable this Agreement or any
other provision thereof.  If any provision of this Agreement is determined to be
unenforceable by reason of its extent,  duration,  scope or otherwise,  then the
parties  contemplate that the court making such  determination  will reduce such
extent,  duration,  scope or other provision,  and enforce them in their reduced
form for all purposes contemplated by this Agreement.

     8.11 Section Headings; Construction.
         --------------------------------
     The headings of sections in this  Agreement  are  provided for  convenience
only and will not affect its construction or  interpretation.  All references to
"Section" or "Sections" refer to the  corresponding  section or sections of this
Agreement unless otherwise specified.  Unless otherwise expressly provided,  the
word "including" does not limit the preceding words or terms.

     8.12 Execution of Agreement.
         ------------------------
     This Agreement may be executed in one or more  counterparts,  each of which
will be deemed to be an original copy of this Agreement,  and all of which, when
taken  together,  will be deemed to constitute one and the same  agreement.  The
exchange  of  copies  of this  Agreement  and of  signature  pages by  facsimile
transmission will constitute  effective execution and delivery of this Agreement
as to the  parties  and may be used in lieu of the  original  agreement  for all
purposes.  Signatures of the parties  transmitted by facsimile will be deemed to
be their original signatures for any purpose whatsoever.


     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first written above.

     Helix:                                       Licensee:

     HELIX BIOMEDIX, INC.                         THERAPEUTIC PEPTIDES, INC.

     By: /s/ R. Stephen Beatty                    By: /s/ Dr. Donald R. Owen
        -----------------------                      ---------------------------
        R. Stephen Beatty                            Dr. Donald R. Owen
        President                                    President

<PAGE>



                                    EXHIBIT A

                                Licensed Peptides

     The peptides  licensed  under this  Agreement are the three (3) short chain
linear peptides identified by the amino acid sequences specified below:

--------------------------------------------------------------------------------
TPI I.D. Number                           Amino Acid Sequence
--------------------------------------------------------------------------------
P 48                                      VAKLLAKLAKKLL
--------------------------------------------------------------------------------
P 118                                     FAKLLAKALKKFL
--------------------------------------------------------------------------------
P 165                                     FALALKALKKL
--------------------------------------------------------------------------------


<PAGE>

                                   EXHIBIT B