Exhibit
      10.2 

    FORM
      OF

    
 

    THIS
      WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER
      HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
      SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
      COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT
      AND
      ANY APPLICABLE STATE SECURITES LAWS, OR (C) IF REGISTERED UNDER THE 1933 ACT
      AND
      ANY APPLICABLE STATE SECURITIES LAWS.

    


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

    


    MICROHELIX,
      INC.

    


    WARRANT
      TO PURCHASE

    


    SHARES
      OF
      COMMON STOCK

    


    Expires
      November 1, 2011

    


    


    Portland,
      Oregon

    Issue
      Date:
      November 2, 2006

    


    


    IN
      CONSIDERATION OF the representations and covenants set forth herein, and other
      good and valuable consideration received, and subject to the provisions
      hereinafter set forth, microHelix,
      Inc.,
      an
      Oregon corporation (the "Company"),
      hereby certifies that MH
      Financial Associates, LLC,
      an
      Oregon limited liability company or its registered assigns (the "Warrant
      Holder") is
      entitled to subscribe for and purchase, during the period specified in this
      Warrant, up to _______ shares ("Warrant
      Shares")
      (subject to adjustment as hereinafter provided) of the duly authorized, validly
      issued, fully paid and non-assessable Common Stock of the Company, at an
      exercise price per share equal to $0.30
      per
      share (subject to adjustment as hereinafter provided, the "Exercise
      Price")
      subject, however, to the provisions and upon the terms and conditions
      hereinafter set forth. The right to purchase Warrant Shares will expire at
      12:01
      a.m., Pacific Time, on November 1, 2011.

     

    1. Registration
      of Warrant.
      The
      Company will register this Warrant upon records to be maintained by the Company
      for that purpose (the "Warrant
      Register"),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or any distribution to
      the
      Warrant Holder, and for all other purposes, and the Company will not be affected
      by notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Representations
      and Covenants of the Warrant Holder.
      This
      Warrant has been entered into by the Company in reliance upon the following
      representations and covenants of the Warrant Holder:

     

    (a) The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws.


     

    (b) The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the United States Securities Act of 1933, as amended (the "1933
      Act"),
      and
      may not be sold by the Warrant Holder except pursuant to an effective
      registration statement or pursuant to an exemption from registration
      requirements of the 1933 Act and in accordance with federal and state securities
      laws. 

     

    (c) In
      no
      event will the Warrant Holder make a disposition of any of its rights to acquire
      Common Stock or Common Stock issuable upon exercise of such rights unless and
      until (i) it has notified the Company of the proposed disposition, and (ii)
      if
      requested by the Company, it has furnished the Company with an opinion of
      counsel satisfactory to the Company and its counsel to the effect that (A)
      appropriate action necessary for compliance with the 1933 Act has been taken,
      or
      (B) an exemption from the registration requirements of the 1933 Act is
      available. Notwithstanding the foregoing, the restrictions on the
      transferability of any security will terminate when such security is effectively
      registered under the 1933 Act and sold by the holder thereof in accordance
      with
      such registration, or such security is sold without registration in compliance
      with Rule 144 under the 1933 Act. Whenever the restrictions imposed under this
      section terminate, the Warrant Holder or holder of a share of Common Stock
      then
      outstanding as to which such restrictions have terminated will be entitled
      to
      receive from the Company one or more new certificates for the Warrant or for
      such shares of Common Stock not bearing any restrictive legend.

     

    (d) The
      Warrant Holder is an "accredited investor" within the meaning of Rule
      501(a) of Regulation D promulgated under the 1933 Act.

     

    (e) The
      Warrant Holder has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of its investment,
      and has the ability to bear the economic risks of its investment.

     

    (f) The
      Warrant Holder understands that if a registration statement covering this
      Warrant or the Common Stock is not in effect when it desires to sell this
      Warrant or the Common Stock, it may be required to hold such securities for
      an
      indefinite period. The Warrant Holder also understands that any sale of this
      Warrant or the Common Stock purchased under this Warrant which might be made
      by
      it in reliance upon Rule 144 under the 1933 Act may be made only in accordance
      with the terms and conditions of that Rule.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Validity
      of Warrant and Issue of Shares.
      The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of Common Stock that may be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges with respect to the
      issue thereof. The Company further warrants and agrees that during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.

     

    4. Registration
      of Transfers of Warrant.
      Subject
      to compliance with the legend set forth on the face of this Warrant and
Section
      2(c),
      the
      Company will register the transfer of any portion of this Warrant in the Warrant
      in the Warrant Register, upon surrender of this Warrant with the Form of
      Assignment attached hereto duly completed and signed, to the Company. Upon
      any
      such registration or transfer, a new warrant to purchase Common Stock, in
      substantially the form of this Warrant (any such new warrant, a "New
      Warrant"),
      evidencing the portion of this Warrant so transferred will be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, will be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof will be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.

     

    5. Exercise
      of Warrants.

     

    (a) Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      duly completed and signed to the Company, and upon payment and delivery of
      the
      Exercise Price per Warrant Share multiplied by the number of Warrant Shares
      that
      the Warrant Holder intends to purchase hereunder, in lawful money of the United
      States of America, in cash or by certified or official bank check or checks,
      to
      the Company, all as specified by the Warrant Holder in the Form of Election
      to
      Purchase, the Company will promptly issue or cause to be issued and cause to
      be
      delivered to or upon the written order of the Warrant Holder and in such name
      or
      names as the Warrant Holder may designate (subject to the restrictions on
      transfer described in Section
      2(c)
      and in
      the legend set forth on the face of this Warrant), a certificate for the Warrant
      Shares issuable upon such exercise, with such restrictive legend as required
      by
      the 1933 Act. Any person so designated by the Holder to receive Warrant Shares
      will be deemed to have become the holder of record of such Warrant Shares as
      of
      the Date of Exercise of this Warrant.

     

    (b) A
      "Date
      of Exercise" means the date on which the Company will have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares indicated by the Warrant Holder to be purchased.

     

    (c) If
      less
      than all of the Warrant Shares which may be purchased under this Warrant are
      exercised at any time, the Company will issue or cause to be issued a New
      Warrant evidencing the right to purchase the remaining number of Warrant
      Shares.

     

    (d) The
      holder of this Warrant may, at its election, exercise this Warrant in whole
      or
      in part and, in lieu of making the cash payment otherwise contemplated to be
      made to the Company upon such exercise in payment of the aggregate Exercise
      Price, elect instead to receive upon such exercise the "Net
      Number"
      of
      shares of Common Stock determined according to the following formula (a
      "Cashless
      Exercise"):

     

    Net
      Number = (A x (B - C))/B

    


    (ii)
      For
      purposes of the foregoing formula:

     

    A
      = the
      total number of shares with respect to which this Warrant is then being
      exercised.

     

    B
      = the
      average Market Price (as defined below) over a twenty-one (21) day period ending
      three trading days before the effective date of the Exercise
      Notice.

     

    C
      = the
      Warrant Exercise Price then in effect at the time of such exercise.

    


    "Market
      Price"
      means,
      with respect to Warrant Shares, if (i) the shares are listed or admitted for
      listing on any national securities exchange or included in The Nasdaq National
      Market or the Nasdaq
      SmallCap Market, the last reported sales price as reported on such exchange
      or
      market; (ii) if the shares are not so listed or admitted for trading, the
      average of the last reported closing bid and asked quotation for the shares
      as
      reported on the National Association of Securities Dealers Automated Quotation
      System ("Nasdaq") or a similar service if Nasdaq is not reporting such
      information; or (iii) if the shares are not so listed or admitted for trading
      or
      quoted by Nasdaq or a similar service, the average of the last reported bid
      and
      asked quotation for the shares as quoted by a market maker in the shares (or
      if
      there is more than one market maker, then the average of the lowest bid and
      highest asked quotation). In the absence of any available public quotations
      for
      the shares, the Board of Directors of the Company will determine in good faith
      the fair market value of the shares, which determination will be set forth
      in a
      certificate signed by the Secretary of the Company.

     

    6. Adjustment
      of Exercise Price and Number of Shares.
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant, the number of Warrant Shares, and the Exercise Price
      are subject to adjustment upon the occurrence of the following events, and
      all
      such adjustments will be cumulative:

    

      (a)
        The
        Exercise Price of this Warrant and the number of shares of Common Stock or
        other
        securities at the time issuable upon exercise of this Warrant will be
        appropriately adjusted to reflect any stock dividend, stock split, combination
        of shares, reclassification, recapitalization or other similar event affecting
        the number of outstanding shares of stock or securities.

      


      (b)
        In
        case of any consolidation or merger of the Company with or into any other
        corporation, entity or person, or any other corporate reorganization, in
        which
        the Company will not be the continuing or surviving entity of such
        consolidation, merger or reorganization (any such transaction being hereinafter
        referred to as a "Reorganization"), then, in each case, the holder of this
        Warrant, on exercise at any time after the consummation or effective date
        of
        such Reorganization (the "Effective Date"), will receive, in lieu of the
        shares
        of stock or other securities at any time issuable upon the exercise of the
        Warrant issuable on such exercise prior to the Effective Date, the stock
        and
        other securities and property (including cash) to which such holder would
        have
        been entitled upon the Effective Date if such holder had exercised this Warrant
        immediately prior thereto (all subject to further adjustment as provided
        in this
        Warrant).


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        (c)
          In
          case of any default under the terms of (i) that certain amended and restated
          promissory note dated as of October 19, 2006 in the original principal
          amount of
          $1,028,982 (ii) secured indebtedness of the Company to any third party
          in
          principal amount exceeding $100,000, which default is not cured within
          any
          applicable cure period with respect to (i) or (ii) above, then the Exercise
          Price will be automatically reduced to $0.15 per share (subject to any
          other
          applicable adjustments under this Section 6).

         

        
          (d)
            In
            case of any adjustment or readjustment in the price or kind of securities
            issuable on the exercise of this Warrant, the Company will promptly give
            written
            notice thereof to the holder of this Warrant, setting forth such adjustment
            or
            readjustment and showing in reasonable detail the facts upon which such
            adjustment or readjustment is based.

        

         

        7. Fractional
          Shares.
          The
          Company will not be required to issue or cause to be issued
          fractional Warrant Shares on the exercise of this Warrant. The number of
          full
          Warrant Shares that will be issuable upon the exercise of this Warrant
          will be
          computed on the basis of the aggregate number of Warrant Shares purchasable
          on
          exercise of this Warrant so presented. If any fraction of a Warrant Share
          would,
          except for the provisions of this Section
          7,
          be
          issuable on the exercise of this Warrant, the Company will, at its option,
          (i)
          pay an amount in cash equal to the Exercise Price multiplied by such fraction
          or
          (ii) round the number of Warrant Shares issuable, up to the next whole
          number.

      

    

     

    8. Notice
      of Intent to Sell or Merge the Company. The
      Company will give Warrant Holder ten (10) days notice before the event of a
      sale
      of all or substantially all of the assets of the Company or the merger or
      consolidation of the Company in a transaction in which the Company is not the
      surviving entity.

     

    9. Registration
      Rights. The
      Warrant Shares are subject to registration under the 1933 Act pursuant to a
      Registration Rights Agreement entered into concurrently between the Company
      and
      the Warrant Holder.

     

    10. Notices.
      All
      notices and other communications hereunder will be in writing and will be deemed
      to have been given (i) on the date they are delivered if delivered in person;
      (ii) on the date initially received if delivered by facsimile transmission
      followed by registered or certified mail confirmation; (iii) on the date
      delivered by an overnight courier service; or (iv) on the third business day
      after it is mailed by registered or certified mail, return receipt requested
      with postage and other fees prepaid as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      to
      the Company:

    


    microHelix,
      Inc.

    19500
      SW
      90th
      Court

    Tualatin,
      OR 97062

    Fax
      (503)
      692-0878

    Attention:
      President

    


    If
      to
      the Warrant Holder:

    


    


    MH
      Financial Associates, LLC

    c/o
      Aequitas Capital Management, Inc.

    805
      SW
      Broadway

    Portland,
      OR 97205

    Fax:
      503-419-3530

    Attention:
      President

    


    Either
      party may subsequently designate another address for notices by written notice
      to the other party.

     

    11. Miscellaneous.

     

    (a) This
      Warrant constitutes the entire agreement between the Company and Warrant Holder
      with respect to the subject matter hereof, and supersedes all prior agreements
      between the parties with respect to such subject matter. This
      Warrant will be binding on and inure to the benefit of the parties hereto and
      their respective successors and permitted assigns. This Warrant may be amended
      only in a writing signed by the Company and the Warrant Holder.

     

    (b) Nothing
      in this Warrant will be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant will be for the sole and
      exclusive benefit of the Company and the Warrant Holder.

     

    (c) This
      Warrant will be governed by, construed and enforced in accordance with the
      internal laws of the State of Oregon without
      giving effect to principles of conflicts of law. The parties hereto irrevocably
      submit to the jurisdiction of any state or federal court sitting in Multnomah
      County, Oregon, in any action or proceeding brought to enforce, or otherwise
      arising out of or relating to, this Warrant, and hereby waive any objection
      to
      venue in any such court and any claim that such forum is an inconvenient forum.
      

     

    (d) Each
      party hereby irrevocably waives any right it may have, and agrees not to
      request, a jury trial for the adjudication of any dispute hereunder or in
      connection herewith or arising out of this Warrant or any transaction
      contemplated hereby. In the event suit or action is brought by any party under
      this Warrant to enforce any of its terms, or in any appeal therefrom, it is
      agreed that the prevailing party or parties will be entitled to reasonable
      attorneys fees to be fixed by the arbitrator, trial court, and/or appellate
      court.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) The
      parties agree that a breach or violation of this Warrant will result in
      immediate and irreparable harm to the non-breaching party in an amount that
      will
      be impossible to ascertain at the time of the breach or violation, and that
      the
      award of monetary damages will not be adequate relief to the non-breaching
      party. The non-breaching party will be entitled to seek equitable or injunctive
      relief, in addition to other remedies to which it may be entitled at law or
      equity. In any action for equitable relief, the parties agree to waive any
      requirement for the posting of a bond or security.

     

    (f) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and will not be deemed to limit or affect any of the provisions
      hereof.

     

    (g) In
      case
      any one or more of the provisions of this Warrant will be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant will not in any way be affected or impaired
      thereby and the parties will attempt in good faith to agree upon a valid and
      enforceable provision which will be a commercially reasonably substitute
      therefor, and upon so agreeing, will incorporate such substitute provision
      in
      this Warrant.

     

    (h) The
      Warrant Holder will not, by virtue hereof, be entitled to any voting or other
      rights of a shareholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.

     

     

    (i) This
      Warrant may be executed in one or more counterparts, each of which when executed
      will be deemed to be an original, but all of which taken together will
      constitute one and the same agreement. A facsimile transmission of this signed
      Warrant will be legal and binding on all parties hereto. 

     

    


    IN
      WITNESS WHEREOF, each party has caused this Warrant to be duly executed by
      its
      authorized representative effective as of the Original Issue Date.

     

     

    
      	COMPANY:	 	 	WARRANT
              HOLDER:
	 	 	 	
            
	MICROHELIX, INC.	 	 	
              MH
                FINANCIAL ASSOCIATES, LLC  

            
	 	 	 	 
	 	 	 	 
	
               

              By:______________________________

            	 	 	
              By:
                Aequitas Capital Management, Inc., 

              its
                Manager 

            
	
              Name:
                Tyram H. Pettit    

              Title:
                President & Chief Executive Officer

            	 	 	
               

            
	 	 	 	By:
              _________________________ 
                Robert
                J. Jesenik, CEO

            




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF ELECTION TO PURCHASE

    


    (To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)

     

    To:
      MICROHELIX,
      INC.

     

    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase __________ shares
      of
      Common Stock ("Common Stock"), no par value, of microHelix, Inc. and encloses
      the warrant.

     

    Method
      of
      Exercise (Please check one box):

     

    o
The
      undersigned elects to exercise the attached Warrant by means of a cash payment,
      and tenders herewith the Exercise Price (as defined in the Warrant, originally
      $0.30 per Warrant Share) for each Warrant Share being purchased or an aggregate
      of $__________ in
      cash
      or certified or official bank check or checks, which sum represents the
      aggregate Exercise Price together with any applicable taxes payable by the
      undersigned pursuant to the Warrant.

     

    o
      The
      undersigned elects to exercise the attached Warrant by means of the net exercise
      provisions of Section 5(d) of the Warrant.

    


    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:

    


    __________________________

    __________________________

    __________________________

    (Please
      print name and address)

     

    


    _______________________________________

    (Please
      insert Social Security or Tax Identification Number)

    


    If
      the
      number of shares of Common Stock issuable upon this exercise will not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:

     

    __________________________

    
      __________________________

    

    __________________________

    (Please
      print name and address)

    


    


    
      	Dated:___________________	Name
              of Warrant Holder:
	 	 
	 	(Print)__________________________
	 	(By)_______________________________
	 	(Name)_____________________________
	 	(Title)______________________________
	 	
              Signature must conform in all respects to name
                of
                Warrant Holder as 

              specified
                on the face of the Warrant

            
	 	 


    

     

    


        

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FORM
      OF ASSIGNMENT

    (To
      be
      signed only on transfer of Warrant)

    


    


    TO: MICROHELIX,
      INC.

     

    


     

    FOR
      VALUE
      RECEIVED, the undersigned Registered Holder
      ________________________________    

    Print
      Name of Holder

    


    _____________________________________________________

    (Please
      insert Social Security or Tax Identification Number of Registered
      Holder)

     

    
 

    hereby
      sells, assigns and transfers unto 

     

    
      
        _____________________________

      

      _____________________________

    

    _____________________________


    (Please
      Print Name and Address including Zip Code)

     

    _______________________________________________

    (Please
      insert Social Security or Tax Identification Number of Assignee)

     

    The
      right
      to purchase ________ shares of Common Stock of microHelix, Inc., evidenced
      by
      the attached Warrant, and irrevocably constitutes and appoints
      _____________________________________ attorney to transfer this Warrant on
      the
      books of microHelix, Inc. with the full power of substitution in the
      premises. 

    


    If
      this
      assignment is not an assignment of all of the shares of Common Stock which
      the
      undersigned is entitled to purchase in accordance with the enclosed Warrant,
      the
      undersigned requests that a new Warrant evidencing the right to purchase the
      shares of Common Stock not assigned hereby be issued in the name of and
      delivered to the Registered Holder.

     

    Dated:___________________    

     

    Signature:

     

    ________________________

    By:_____________________ 

    Title:____________________
           

     

    (Signature
      must conform in all respects to the name of the Registered Holder as specified
      on the face of the attached Warrant in every particular, without alteration
      or
      any change whatsoever.)