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 ▇▇▇▇▇▇
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.
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The Prior Agreement is hereby extinguished and replaced in its entirety by
this Agreement.
2. Administrative Services and Financial Management.
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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.
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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 ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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.
4. Term.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year above first written.
HELIX BIOMEDIX, INC.
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By:
▇▇▇▇▇▇ FINANCE, INC.
/s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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By: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
