AMENDED AND RESTATED ADMINISTRATIVE SERVICES,
                FINANCIAL MANAGEMENT AND OFFICE SHARING AGREEMENT


This AMENDED AND RESTATED  ADMINISTRATIVE  SERVICES,  FINANCIAL  MANAGEMENT  AND
OFFICE  SHARING  AGREEMENT  (this  "Agreement"),  dated  as of May __,  2001 and
effective  as of July 1, 2001 (the  "Effective  Date"),  is entered  into by and
among  HELIX  BIOMEDIX,  INC.,  a  Delaware  corporation  ("Helix"),  and BEATTY
FINANCE, INC., a Louisiana corporation ("BFI").

                              PRELIMINARY RECITALS

     WHEREAS, Helix and BFI entered into an administrative  Services,  Financial
Management  and  Office  Sharing  Agreement  on  November  1, 1999  (the  "Prior
Agreement"),  containing  provisions  relating to the services to be provided to
Helix by BFI and the compensation to be paid by Helix to BFI; and

     WHEREAS,  Helix and BFI desire to amend and restate the terms governing the
relationship between the parties; and

     WHEREAS,  Helix has,  pursuant to the Prior Agreement,  relied upon BFI for
certain  administrative  services and has maintained its corporate office at the
offices of BFI; and

     WHEREAS,  Helix  intends  to move  its  corporate  office  to the  Seattle,
Washington metropolitan area on or before September 30, 2001;

     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.
     ------------
     The Prior Agreement is hereby  extinguished and replaced in its entirety by
this Agreement.

     2. Administrative Services and Financial Management.
     ----------------------------------------------------
     During  the  term  of  this  Agreement,   BFI  agrees  to  perform  general
administrative  and clerical  services for Helix,  including (i) maintaining the
primary  telephone  and  facsimile  lines for Helix and  answering the telephone
during regular business hours;  (ii) greeting guests and business  associates of
Helix;  (iii) opening and routing  incoming mail and faxes; and (iv) all similar
administrative  and clerical  functions  designated  by Board of  Directors  for
Helix.

     3. Office Sharing.
     ------------------
     During the term of this Agreement,  BFI agrees to make available for use by
Helix (i) the full-time use of one office  located  within BFI's premises at 210
Baronne Street, Suite 1004, New Orleans,  Louisiana 70112, and (ii) the periodic
use of a conference  room located  within  BFI's office  suite,  as requested by
Helix  from  time to  time.  BFI  represents  and  warrants  to  Helix  that the
arrangement contemplated herein does not violate BFI's lease agreement for these
premises,  or to the extent it would otherwise  violate the terms of such lease,
BFI has obtained the written consent of the Lessor.

<PAGE>

     4. Term.
     --------
     This Agreement shall be effective as of the Effective Date and shall expire
on or before the earlier of (i)  September 30, 2001 or (ii) such earlier date as
Helix shall have given written notice to BFI of its relinquishment of its rights
under this Agreement.

     5. Compensation.
     ----------------
     As compensation  for all past services  rendered by and all future services
which may be rendered by BFI pursuant to this Agreement,  Helix shall pay to BFI
the sum of  Twenty  Five  Thousand  Dollars  ($25,000),  such sum  being due and
payable on the Effective Date.

     6. 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 expressed or not.

     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 to the
full extent.

     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 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 limitation.

     10. 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 and  written  understandings  and  agreements  with  respect to the subject
matter hereof.

     11. 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.

                                        2
<PAGE>


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




HELIX BIOMEDIX, INC.



-----------------------------------
By:




BEATTY FINANCE, INC.


/s/ R. Stephen Beatty
-----------------------------------
By:  R. Stephen Beatty, President