0001437749-11-001720 Sample Contracts

Stock Option No. O-000 HELIX BIOMEDIX, INC. (THE “COMPANY”) INCENTIVE STOCK OPTION AGREEMENT
Stock Option • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations

We are pleased to inform you that the Company has granted to you, as the individual named below (the “Optionee”), this Stock Option. This Stock Option Agreement is a contract between you and the Company. It grants to you certain defined rights, at certain times and under certain conditions, to purchase shares of the Company’s Common Stock, and in exchange you accept certain obligations and responsibilities, as described below and in the Company's 2011 Stock Option Plan amended, (the “Plan”) and the Terms and Conditions attached here.

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CONVERTIBLE PROMISSORY NOTE CONVERSION AND WARRANT EXERCISE AGREEMENT
Warrant Exercise Agreement • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations

This CONVERTIBLE PROMISSORY NOTE CONVERSION AND WARRANT EXERCISE AGREEMENT (this “Agreement”) is made and entered into effective as of November 22, 2010 by and between HELIX BIOMEDIX, INC., a Delaware corporation (the “Company”), and RBFSC, INC. (“Holder”).

Contract
Separation and Consulting Agreement • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations
FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations

This First Amendment to License Agreement (the "First Amendment") is entered into as of December 10, 2010 (the “Effective Date”) between Goldschmidt GmbH, a German company with its principle place of business at Goldschmidtstrasse 100, 45127 Essen, Germany ("Licensee") and Helix BioMedix, Inc., a Delaware, United States corporation with its principle place of business at 22118 20th Avenue SE, Suite 204, Bothell, WA 98021, U.S.A. ("Licensor").

WARRANT AMENDMENT AND EXERCISE AGREEMENT
Warrant Amendment and Exercise Agreement • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations

This WARRANT AMENDMENT AND EXERCISE AGREEMENT (this “Agreement”) is made and entered into effective as of December 27, 2010 by and between HELIX BIOMEDIX, INC., a Delaware corporation (the “Company”), and RBFSC, INC. (“Holder”).

INTERNATIONAL DISTRIBUTION AGREEMENT
International Distribution Agreement • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations • Washington

This International Distribution Agreement (this “Agreement”), dated as of December 16, 2010 (the “Effective Date”), is made by and between Helix BioMedix, Inc (“Helix”), a company incorporated under the laws of the State of Delaware, USA, with its principal office at 22118 20th Ave SE # 204, Bothell, Washington 98021 USA (“Helix”), and the company identified below (“Distributor”).

Stock Option No. __________ HELIX BIOMEDIX, INC. (THE “COMPANY”) NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations

We are pleased to inform you that the Company has granted to you, as the individual named below (the “Optionee”), this Stock Option. This Stock Option Agreement is a contract between you and the Company. It grants to you certain defined rights, at certain times and under certain conditions, to purchase shares of the Company’s Common Stock, and in exchange you accept certain obligations and responsibilities, as described below and in the Company’s 2011 Stock Option Plan, (the “Plan”) and the Terms and Conditions attached here.

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