Exhibit 10.35

Exhibit
    10.35

    PROMISSORY
      NOTE

     

     

    FACE
      AMOUNT                                                                        $1,380,000

    PRICE                                                                                        
      $1,150,000

    INTEREST
      RATE                                                                      
0%
      per
      month

    NOTE
      NUMBER                                                                      
December-2005-101

    ISSUANCE
      DATE                                                                     December
      22,
      2005

    MATURITY
      DATE                                                                   
December
      15, 2006

     

    FOR
      VALUE
      RECEIVED, DNAPrint Genomics, Inc., a Utah corporation (the “Company”), (OTC BB:
      DNAG) hereby promises to pay to the order of DUTCHESS
      PRIVATE EQUITIES FUND, II, L.P. (the
      “Holder”) by the Maturity Date, or earlier, the Amount of One Million Three
      Hundred and Eighty Thousand Dollars ($1,380,000) U.S., in such amounts, at
      such
      times and on such terms and conditions as are specified herein (this "Note").
      

     

    Any
      capitalized term not defined in this Note are defined in the Investment
      Agreement for the Equity Line of Credit between Dutchess Private Equities Fund
      II, LP (the “Investor”) and the Company (the "Equity Line"). 

    


    Article
      1  Method
      of Payment

    Payments
      made by the Company in satisfaction of this Note (each a "Payment," and
      collectively, the "Payments") shall be made from each Put from the Equity Line
      of Credit with the Investor given by the Company to the Investor. The Company
      shall make payments to the Holder in the amount of the greater of a) up to
      one
      hundred percent (100%) of each Put to the Investor from the Company; or, b)
      one
      hundred and fifteen thousand dollars ($115,000) (the “Payment Amount”) until the
      Face Amount is paid in full, minus any fees due. First payment will be due
      at
      the successful Closing of the next Put ("Payment Date" or "Payment Dates")
      and
      all subsequent Payments will be made at the Closing of every Put to the Investor
      thereafter until this Note is paid in full, with a minimum amount of one hundred
      and fifteen thousand dollars ($115,000) per month. Notwithstanding any provision
      to the contrary in this Note, the Company may pay in full to the Holder the
      Face
      Amount, or any balance remaining thereof, in readily available funds at any
      time
      and from time to time without penalty. 

    


    Payments
      pursuant to this Note shall be made directly from the Closing of each Put (“Put
      Closing”) and shall be wired directly to the Holder on the Closing Date and
      shall be included in the calculation of the Threshold Amount (as defined below).
      The Company agrees to fully execute and diligently carry out Puts to the
      Investor. The Company agrees that the Put Amount shall be for the maximum amount
      allowed under the Investment Agreement. Further, the Company agrees to issue
      Puts to the Investor for the maximum frequency allowed under the Investment
      Agreement. Failure to do so will result in an Event of Default.

     

    The
      Company hereby authorizes Dutchess Private Equities Fund, II, LP, to transfer
      funds directly to the Holder from each Put in connection with the Company’s
      execution of the Collateral (as defined below). The Puts shall be deemed closed
      for the amounts transferred to the Holder immediately upon the Put
      Closing.

    


    After
      Closing, the Company must make a Prepayment to the Holder when the aggregate
      amount of financing received by the Company is in excess of one million dollar
      ($1,100,000) (“Threshold Amount”). The Company agrees to pay one hundred percent
      (100%) of any proceeds raised by the Company over the Threshold Amount toward
      the Prepayment of the Note, Interest and any penalties until the Face Amount
      is
      paid in full. The Prepayments shall be made to the Holder within one (1)
      business day of the Company’s receipt of the financing. Failure to do so will
      result in an Event of Default. The Threshold Amount shall also pertain to any
      assets sold, transferred or disposed of by the Company. 

     

    Article
      2   Collateral

    


    The
      Company does hereby agree to allow the Holder to use the Collateral (Puts
      Notices up to and including Put 40) from the outstanding Note with the Investor
      (Note October 2005 101) as Collateral for this Note. In the event, the Holder
      uses the Collateral in full, the Company shall immediately deliver to the Holder
      additional Put Sheets as requested by the Holder.

    


    Upon
      the
      completion of the Company's obligation to the Holder of the Face Amount of
      this
      Note, the Company will not be under further obligation to complete any more
      Puts. All remaining Put sheets shall be marked “VOID” by the Investor and sent
      back to the Company at the Company’s request.

     

    Article
      3   Unpaid
      Amounts

    


    In
      the
      event that on the Maturity Date the Company has any remaining amounts unpaid
      on
      this Note (the "Residual Amount"), the Holder can exercise its right to increase
      the Face Amount by ten percent (10%) as an initial penalty and
      two and
      one-half percent (2.5%) of the Face Amount per month paid as liquidated damages
      ("Liquidated Damages"). The Liquidated Damages will be compounded daily. If
      the
      aforementioned occurs, the Company will be in Default and the remedies as
      described in Article 4 may be taken at the Holder’s discretion.
      It is
      the intention and acknowledgement of both parties that the Liquidated Damages
      not be deemed as interest.

     

    Article
      4  Defaults
      and Remedies

    Section
      4.1  Events
      of Default. An
“Event
      of Default” or "Default" occurs if (a) the Company does not make the Payment of
      the Face Amount of this Note within two (2) business days of the applicable
      Closing of a Put, a Payment Date; or, a balance on the Note exists on the
      Maturity Date, as applicable, upon redemption or otherwise, (b) the Company,
      pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
      defined): (i) commences a voluntary case; (ii) consents to the entry of an
      order
      for relief against it in an involuntary case; (iii) consents to the appointment
      of a Custodian (as hereinafter defined) of it or for all or substantially all
      of
      its property; (iv) makes a general assignment for the benefit of its creditors;
      or (v) a court of competent jurisdiction enters an order or decree under any
      Bankruptcy Law that: (A) is for relief against the Company in an involuntary
      case; (B) appoints a Custodian of the Company or for all or substantially all
      of
      its property; or (C) orders the liquidation of the Company, and the order or
      decree remains unstayed and in effect for sixty (60) calendar days; (c) the
      Company’s $0.01 par value common stock (the "Common Stock") is suspended or is
      no longer listed on any recognized exchange, including an electronic
      over-the-counter bulletin board, for in excess of two (2) consecutive trading
      days; or (d) either the registration statement for the underlying shares in
      the
      Investment Agreement or the Additional Registration Statement does not remain
      effective for any reason or (e) the Company fails to comply with any of the
      Articles of this Agreement as outlined. As used in this Section 4.1,
      the term
“Bankruptcy Law” means Title 11 of the United States Code or any similar federal
      or state law for the relief of debtors. The term “Custodian” means any receiver,
      trustee, assignee, liquidator or similar official under any Bankruptcy
      Law.
      

    


    In
      the
      Event of Default, the Holder may elect to secure a portion of the Company's
      assets not to exceed 200% of the Face Amount of the Note, including, but not
      limited to: accounts receivable, cash, marketable securities, equipment,
      building, land or inventory. The Holder may also elect to garnishee Revenue
      from
      the Company in an amount that will repay the Holder on the schedules outlined
      in
      this Agreement and fully enforce the Security Agreement dated October 21, 2005,
      between the Holder and the Company.

    


    For
      each
      Event of
      Default, as outlined in this Agreement, the
      Holder
      can exercise its right to increase the Face
      Amount of the Debenture by ten percent (10%) as an initial penalty. In addition,
      the Holder may elect to increase the
      Face
      Amount by two and one-half percent (2.5%) per month paid as a penalty for
      Liquidated Damages. The Liquidated Damages will be compounded daily. It is
      the
      intention and acknowledgement of both parties that the Liquidated Damages not
      be
      deemed as interest.

    


    In
      the
      event of a Default hereunder, the Holder shall have the right, but not the
      obligation, to 1) switch the Residual Amount to a three-year (“Convertible
      Maturity Date”), fifteen percent (15%) interest bearing convertible debenture at
      the terms described in Section 4.2 (the "Convertible Debenture"). At such time
      of Default, the Convertible Debenture shall be considered closed (“Convertible
      Closing Date”). If the Holder chooses to convert the Residual Amount to a
      Convertible Debenture, the Company shall have twenty (20) business days after
      notice of the same (the "Notice of Convertible Debenture") to file a
      registration statement covering an amount of shares equal to three hundred
      percent (300%) of the Residual Amount. Such registration statement shall be
      declared effective under the Securities Act of 1933, as amended (the “Securities
      Act”), by the Securities and Exchange Commission (the “Commission”) within forty
      (40) business days of the date the Company files such Registration Statement.
      In
      the event the Company does not file such registration statement within twenty
      (20) business days of the Holder's request, or such registration statement
      is
      not declared by the Commission to be effective under the Securities Act within
      the time period described above , the Residual Amount shall increase by one
      thousand dollars ($1,000) per day. In the event the Company is given the option
      for accelerated effectiveness of the registration statement, it agrees that
      it
      shall cause such registration statement to be declared effective as soon as
      reasonably practicable. In the event that the Company is given the option for
      accelerated effectiveness of the registration statement, but chooses not to
      cause such registration statement to be declared effective on such accelerated
      basis, the Residual Amount shall increase by one thousand dollars ($1,000)
      per
      day commencing on the earliest date as of which such registration statement
      would have been declared to be effective if subject to accelerated
      effectiveness; or 2) the Holder may increase the Payment Amount described under
      Article 1 to fulfill the repayment of the Residual Amount. The Company shall
      provide full cooperation to the Holder in directing funds owed to the Holder
      on
      any Put to the Investor. The Company agrees to diligently carry out the terms
      outlined in the Investment Agreement for delivery of any such shares. In the
      event the Company is not diligently fulfilling its obligation to direct funds
      owed to the Holder from Puts to the Investor, as reasonably determined by the
      Holder, the Holder may, after giving the Company two (2) business days’ advance
      notice to cure the same, elect to increase the Residual Amount of the Note
      by
      2.5% each day, compounded daily.

     

    Section
      4.2 Conversion
      Privilege

    


    (a)  The
      Holder shall have the right to convert the Convertible Debenture into shares
      of
      Common Stock at any time following the Convertible Closing Date and which is
      before the close of business on the Convertible Maturity Date. The number of
      shares of Common Stock issuable upon the conversion of the Convertible Debenture
      shall be determined pursuant to Section 4.3, but
      the
      number of shares issuable shall be rounded up or down, as the case may be,
      to
      the nearest whole share.
      

    


    (b)  The
      Convertible Debenture may be converted, whether in whole or in part, at any
      time
      and from time to time.

    


    (c)  In
      the
      event all or any portion of the Convertible Debenture remains outstanding on
      the
      Convertible Maturity Date (the "Debenture Residual Amount"), the unconverted
      portion of such Convertible Debenture will automatically be converted into
      shares of Common Stock on such date in the manner set forth in Section
      4.3.

    


    Section
      4.3 Conversion Procedure.     

    


    The
      Residual Amount may be converted, in whole or in part any time and from time
      to
      time, following the Convertible Closing Date. Such conversion shall be
      effectuated by surrendering to the Company, or its attorney, the Convertible
      Debenture to be converted together with a facsimile or original of the signed
      notice of conversion (the "Notice of Conversion"). The date on which the Notice
      of Conversion is effective (“Conversion Date”) shall be deemed to be the date on
      which the Holder has delivered to the Company a facsimile or original of the
      signed Notice of Conversion, as long as the original Convertible Debenture(s)
      to
      be converted are received by the Company within five (5) business days
      thereafter. At such time that the original Convertible Debenture has been
      received by the Company, the Holder can elect to whether a reissuance of the
      Convertible Debenture is warranted, or whether the Company can retain the
      Convertible Debenture as to a continual conversion by the Holder.
      Notwithstanding the above, any Notice of Conversion received by 4:00 P.M. EST
      shall be deemed to have been received the following business day (receipt being
      via a confirmation of the time such facsimile to the Company is received).
      

    


    (a)  Common
      Stock to be Issued.Upon
      the
      conversion of any Convertible Debentures and upon receipt by the Company or
      its
      attorney of a facsimile or original of the Holder’s signed Notice of Conversion,
      the Company shall instruct its transfer agent to issue stock certificates
      without restrictive legends or stop transfer instructions, if at that time
      the
      aforementioned registration statement described in Section 4.1 has been declared
      effective (or with proper restrictive legends if the registration statement
      has
      not as yet been declared effective), in such denominations to be specified
      at
      conversion representing the number of shares of Common Stock issuable upon
      such
      conversion, as applicable. In the event that the Debenture is aged one year
      and
      deemed sellable under Rule 144, the Company shall, upon a Notice of Conversion,
      instruct the transfer agent to issue free trading certificates without
      restrictive legends, subject to other applicable securities laws. The Company
      is
      responsible to provide all costs associated with the issuance of the shares,
      including but not limited to the opinion letter, FedEx of the certificates
      and
      any other costs that arise. The Company shall act as registrar and shall
      maintain an appropriate ledger containing the necessary information with respect
      to each Convertible Debenture. The Company warrants that no instructions, other
      than these instructions, have been given or will be given to the transfer agent
      and that the Common Stock shall otherwise be freely resold, except as may be
      set
      forth herein or subject to applicable law.

    


    (b)  Conversion
      Rate. Holder
      is
      entitled to convert the
      Debenture Residual Amount , plus accrued interest, anytime following the
      Convertible Closing Date, at the lesser of (i)
      fifty
      percent (50%) of the lowest closing bid price during the fifteen (15) trading
      immediately preceding the Conversion Date or
      (ii)
      100% of the lowest bid price for the twenty (20) trading days immediately
      preceding the Convertible Closing Date (“Fixed Conversion Price”).  No
      fractional shares or scrip representing fractions of shares will be issued
      on
      conversion, but the number of shares issuable shall be rounded up or down,
      as
      the case may be, to the nearest whole share.

     

    (c)  Nothing
      contained in the Convertible Debenture shall be deemed to establish or require
      the payment of interest to the Holder at a rate in excess of the maximum rate
      permitted by governing law. In the event that the rate of interest required
      to
      be paid exceeds the maximum rate permitted by governing law, the rate of
      interest required to be paid thereunder shall be automatically reduced to the
      maximum rate permitted under the governing law and such excess shall be returned
      with reasonable promptness by the Holder to the Company. 

    


    (d)  It
      shall
      be the Company’s responsibility to take all necessary actions and to bear all
      such costs to issue the Common Stock as provided herein, including the
      responsibility and cost for delivery of an opinion letter to the transfer agent,
      if so required. Holder shall be treated as a shareholder of record on the date
      Common Stock is issued to the Holder. If the Holder shall designate another
      person as the entity in the name of which the stock certificates issuable upon
      conversion of the Convertible Debenture are to be issued prior to the issuance
      of such certificates, the Holder shall provide to the Company evidence that
      either no tax shall be due and payable as a result of such transfer or that
      the
      applicable tax has been paid by the Holder or such person. Upon surrender of
      any
      Convertible Debentures that are to be converted in part, the Company shall
      issue
      to the Holder a new Convertible Debenture equal to the unconverted amount,
      if so
      requested in writing by the Holder. 

    


    (e)  Within
      three (3) business days after receipt of the documentation referred to above
      in
      Section 4.2, the Company shall deliver a certificate, for the number of shares
      of Common Stock issuable upon the conversion. In the event the Company does
      not
      make delivery of the Common Stock as instructed by Holder within three (3)
      business days after the Conversion Date, then in such event the Company shall
      pay to the Holder one percent (1%) in cash of the dollar value of the Debenture
      Residual Amount remaining after said conversion, compounded daily, per each
      day
      after the third (3rd) business day following the Conversion Date that the Common
      Stock is not delivered to the Purchaser.

    


    The
      Company acknowledges that its failure to deliver the Common Stock within five
      (5) business days after the Conversion Date will cause the Holder to suffer
      damages in an amount that will be difficult to ascertain. Accordingly, the
      parties agree that it is appropriate to include in this Note a provision for
      liquidated damages The parties acknowledge and agree that the liquidated damages
      provision set forth in this section represents the parties’ good faith effort to
      quantify such damages and, as such, agree that the form and amount of such
      liquidated damages are reasonable and will not constitute a penalty. The payment
      of liquidated damages shall not relieve the Company from its obligations to
      deliver the Common Stock pursuant to the terms of this Convertible
      Debenture.

    


     

    (f)  The
      Company shall at all times reserve (or make alternative written arrangements
      for
      reservation or contribution of shares) and have available all Common Stock
      necessary to meet conversion of the Convertible Debentures by the Holder of
      the
      entire amount of Convertible Debentures then outstanding. If, at any time the
      Holder submits a Notice of Conversion and the Company does not have sufficient
      authorized but unissued shares of Common Stock (or alternative shares of Common
      Stock as may be contributed by stockholders of the Company) available to effect,
      in full, a conversion of the Convertible Debentures (a “Conversion Default,” the
      date of such default being referred to herein as the “Conversion Default Date”),
      the Company shall issue to the Holder all of the shares of Common Stock which
      are available, and the Notice of Conversion as to any Convertible Debentures
      requested to be converted but not converted (the “Unconverted Convertible
      Debentures”), may be deemed null and void upon written notice sent by the Holder
      to the Company. The Company shall provide notice of such Conversion Default
      (“Notice of Conversion Default”) to the Holder, by facsimile within three (3)
      business days of such default (with the original delivered by overnight mail
      or
      two day courier), and the Holder shall give notice to the Company by facsimile
      within five (5) business days of receipt of the original Notice of Conversion
      Default (with the original delivered by overnight mail or two day courier)
      of
      its election to either nullify or confirm the Notice of Conversion.

    


    The
      Company agrees to pay the Holder payments for a Conversion Default (“Conversion
      Default Payments”) in the amount of (N/365) multiplied by .24 multiplied by the
      initial issuance price of the outstanding or tendered but not converted
      Convertible Debentures held by the Holder where N = the number of days from
      the
      Conversion Default Date to the date (the “Authorization Date”) that the Company
      authorizes a sufficient number of shares of Common Stock to effect conversion
      of
      all remaining Convertible Debentures. The Company shall send notice
      (“Authorization Notice”) to the Holder that additional shares of Common Stock
      have been authorized, the Authorization Date, and the amount of Holder’s accrued
      Conversion Default Payments. The accrued Conversion Default shall be paid in
      cash or shall be convertible into Common Stock at the conversion rate set forth
      in the first sentence of this paragraph, upon written notice sent by the Holder
      to the Company, which Conversion Default shall be payable as follows: (i) in
      the
      event the Holder elects to take such payment in cash, cash payments shall be
      made to the Holder by the fifth (5th) day of the following calendar month,
      or
      (ii) in the event Holder elects to take such payment in stock, the Holder may
      convert such payment amount into Common Stock at the conversion rate set forth
      in the first sentence of this paragraph at any time after the fifth (5th) day
      of
      the calendar month following the month in which the Authorization Notice was
      received, until the expiration of the mandatory three (3) year conversion
      period.

     

    The
      Company acknowledges that its failure to maintain a sufficient number of
      authorized but unissued shares of Common Stock to effect in full a conversion
      of
      the Convertible Debentures will cause the Holder to suffer damages in an amount
      that will be difficult to ascertain. Accordingly, the parties agree that it
      is
      appropriate to include in this Agreement a provision for liquidated damages.
      The
      parties acknowledge and agree that the liquidated damages provision set forth
      in
      this section represents the parties’ good faith effort to quantify such damages
      and, as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to deliver the Common Stock
      pursuant to the terms of this Convertible Debenture. 

    


    (g)  If,
      by
      the third (3rd) business day after the Conversion Date of any portion of the
      Convertible Debentures to be converted (the “Delivery Date”), the transfer agent
      fails for any reason to deliver the Common Stock upon conversion by the Holder
      and after such Delivery Date, the Holder purchases, in an open market
      transaction or otherwise, shares of Common Stock (the "Covering Shares") solely
      in order to make delivery in satisfaction of a sale of Common Stock by the
      Holder (the "Sold Shares"), which delivery such Holder anticipated to make
      using
      the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay
      to
      the Holder, in addition to any other amounts due to Holder pursuant to this
      Convertible Debenture, and not in lieu thereof, the Buy-In Adjustment Amount
      (as
      defined below). The "Buy In Adjustment Amount" is the amount equal to the
      excess, if any, of (x) the Holder's total purchase price (including brokerage
      commissions, if any) for the Covering Shares over (y) the net proceeds (after
      brokerage commissions, if any) received by the Holder from the sale of the
      Sold
      Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in
      immediately available funds within five (5) business days of written demand
      by
      the Holder. By way of illustration and not in limitation of the foregoing,
      if
      the Holder purchases shares of Common Stock having a total purchase price
      (including brokerage commissions) of $11,000 to cover a Buy-In with respect
      to
      shares of Common Stock it sold for net proceeds of $10,000, the Buy-In
      Adjustment Amount which the Company will be required to pay to the Holder will
      be $1,000.

    


     

    (h) The
      Company shall defend, protect, indemnify and hold harmless the Holder and all
      of
      its shareholders, officers, directors, employees, counsel, and direct or
      indirect investors and any of the foregoing person's agents or other
      representatives (including, without limitation, those retained in connection
      with the transactions contemplated by this Agreement) (collectively, the
      "Section 4.3(h) Indemnitees") from and against any and all actions, causes
      of
      action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
      and expenses in connection therewith (irrespective of whether any such Section
      4.3(h) Indemnitee is a party to the action for which indemnification hereunder
      is sought), and including reasonable attorneys' fees and disbursements (the
      “Section 4.3(h) Indemnified Liabilities"), incurred by any Section 4.3(h)
      Indemnitee as a result of, or arising out of, or relating to (i) any
      misrepresentation or breach of any representation or warranty made by the
      Company in the Transaction Documents or any other certificate, instrument or
      document contemplated hereby or thereby, (ii) any breach of any covenant,
      agreement, or obligation of the Company contained in the Transaction Documents
      or any other certificate, instrument, or document contemplated hereby or
      thereby, (iii) any cause of action, suit, or claim brought or made against
      such
      Section 4.3(h) Indemnitee by a third party and arising out of or resulting
      from
      the execution, delivery, performance, or enforcement of the Transaction
      Documents or any other certificate, instrument, or document contemplated hereby
      or thereby, (iv) any transaction financed or to be financed in whole or in
      part,
      directly or indirectly, with the proceeds of the issuance of the Common Stock
      underlying the Convertible Debenture (“Securities”), or (v) the status of the
      Holder or holder of the Securities as an investor in the Company, except insofar
      as any such misrepresentation, breach or any untrue statement, alleged untrue
      statement, omission, or alleged omission is made in reliance upon and in
      conformity with written information furnished to the Company by the Holder
      or
      the Investor which is specifically intended by the Holder or the Investor to
      be
      relied upon by the Company, including for use in the preparation of any such
      registration statement, preliminary prospectus, or prospectus, or is based
      on
      illegal trading of the Common Stock by the Holder or the Investor. To the extent
      that the foregoing undertaking by the Company may be unenforceable for any
      reason, the Company shall make the maximum contribution to the payment and
      satisfaction of each of the Indemnified Liabilities that is permissible under
      applicable law. The indemnity provisions contained herein shall be in addition
      to any cause of action or similar rights the Holder may have, and any
      liabilities the Holder may be subject to.

    


    Article
      5   Additional
      Financing

    


    The
      Company will not enter into any additional financing agreements, debt or equity,
      without prior expressed written consent from the Holder, which shall not be
      unreasonably withheld. Failure to do so will result in an Event of Default
      and
      the Holder may elect to take the action outlined in Article 4. 

    


    The
      Company agrees that it shall not file any registration statement which includes
      any of its Common Stock, including those on Form S-8, until such time as the
      Note is paid off in full ("Lock-Up Period") or without the prior written consent
      of the Holder. The Holder shall also reserve the right to switch to the terms
      of
      the new financing ("Most Favored Nations"). 

    


    The
      Company agrees that any and all its officers, insiders, affiliates or other
      related parties shall refrain from selling any Stock, during the Lock-Up
      Period.

    


    Article
      6   Notice.

    


    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Note must be in writing and will be deemed to
      have
      been delivered (i) upon receipt, when delivered personally; (ii) upon receipt,
      when sent by facsimile (provided a confirmation of transmission is mechanically
      or electronically generated and kept on file by the sending party); or (iii)
      one
      (1) day after deposit with a nationally recognized overnight delivery service,
      in each case properly addressed to the party to receive the same. The addresses
      and facsimile numbers for such communications shall be:

    


    If
      to the
      Company:

    


    Attn:
      Richard Gabriel

    DNAPrint
      Genomics

    900
      Cocoanut Avenue

    Sarasota,
      FL 34236

    Telephone:
      (941) 366-3400

    Fax:
      210.249.4130

    


    If
      to the
      Holder:

    


    Dutchess
      Private Equities Fund, II, LP

    Douglas
      Leighton

    50
      Commonwealth Ave, Suite 2

    Boston,
      MA 02116

    (617)
      301-4700

    


    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    


    Article
      7   Time

    


    Where
      this Note authorizes or requires the payment of money or the performance of
      a
      condition or obligation on a Saturday or Sunday or a holiday in which the United
      States Stock Markets (“US Markets”) are closed (“Holiday”), or authorizes or
      requires the payment of money or the performance of a condition or obligation
      within, before or after a period of time computed from a certain date, and
      such
      period of time ends on a Saturday or a Sunday or a Holiday, such payment may
      be
      made or condition or obligation performed on the next succeeding business day,
      and if the period ends at a specified hour, such payment may be made or
      condition performed, at or before the same hour of such next succeeding business
      day, with the same force and effect as if made or performed in accordance with
      the terms of this Note. A “business day” shall mean a day on which the
      US
      Markets are open for a full day or half day of trading. 

    


    Article
      8   No
      Assignment

    


    This
      Note
      shall not be assigned.

    


    Article
      9   Rules
      of Construction.

    


    In
      this
      Note, unless the context otherwise requires, words in the singular number
      include the plural, and in the plural include the singular, and words of the
      masculine gender include the feminine and the neuter, and when the tense so
      indicates, words of the neuter gender may refer to any gender. The numbers
      and
      titles of sections contained in the Note are inserted for convenience of
      reference only, and they neither form a part of this Note nor are they to be
      used in the construction or interpretation hereof. Wherever, in this Note,
      a
      determination of the Company is required or allowed, such determination shall
      be
      made by a majority of the Board of Directors of the Company and, if it is made
      in good faith, it shall be conclusive and binding upon the Company and the
      Holder.

    


    Article
      10   Governing
      Law

     

    The
      validity, terms, performance and enforcement of this Note shall be governed
      and
      construed by the provisions hereof and in accordance with the laws of the
      Commonwealth of Massachusetts applicable to agreements that are negotiated,
      executed, delivered and performed solely in the Commonwealth of Massachusetts.
      

    Article
      11   Litigation

     

    The
      parties to this agreement will submit all disputes arising under this agreement
      to arbitration in Boston, Massachusetts before a single arbitrator of the
      American Arbitration Association (“AAA”). The arbitrator shall be selected by
      application of the rules of the AAA, or by mutual agreement of the parties,
      except that such arbitrator shall be an attorney admitted to practice law in
      the
      Commonwealth of Massachusetts. No party to this agreement will challenge the
      jurisdiction or venue provisions as provided in this section. 

    


    Article
      12   Conditions
      to Closing

    


    The
      Company shall have delivered the proper Collateral to the Holder before Closing
      of this Note. 

    


    Article
      13   Structuring
      and Administrative Expense

    


    The
      Company shall pay fees associated with the transaction in the amount of
      sixty-five thousand dollars ($65,000) directly from the Closing of this
      Note.

    


    


    Article
      14   Indemnification
      

    


    In
      consideration of the Holder's execution and delivery of this Agreement and
      the
      acquisition and funding by the Holder of the Note hereunder and in addition
      to
      all of the Company's other obligations under the documents contemplated hereby,
      the Company shall defend, protect, indemnify and hold harmless the Holder and
      all of its shareholders, officers, directors, employees, counsel, and direct
      or
      indirect investors and any of the foregoing person's agents or other
      representatives (including, without limitation, those retained in connection
      with the transactions contemplated by this Agreement) (collectively, the
      "Indemnities") from and against any and all actions, causes of action, suits,
      claims, losses, costs, penalties, fees, liabilities and damages, and expenses
      in
      connection therewith (irrespective of whether any such Indemnitee is a party
      to
      the action for which indemnification hereunder is sought), and including
      reasonable attorneys' fees and disbursements (the “Indemnified Liabilities" ),
      incurred by any Indemnitee as a result of, or arising out of, or relating to
      (i)
      any misrepresentation or breach of any representation or warranty made by the
      Company in the Note, or any other certificate, instrument or document
      contemplated hereby or thereby (ii) any breach of any covenant, agreement or
      obligation of the Company contained in the Note or any other certificate,
      instrument or document contemplated hereby or thereby, except insofar as any
      such misrepresentation, breach or any untrue statement, alleged untrue
      statement, omission or alleged omission is made in reliance upon and in
      conformity with written information furnished to the Company by, or on behalf
      of, the Holder or is based on illegal trading of the Common Stock by the Holder.
      To the extent that the foregoing undertaking by the Company may be unenforceable
      for any reason, the Company shall make the maximum contribution to the payment
      and satisfaction of each of the Indemnified Liabilities that is permissible
      under applicable law. The indemnity provisions contained herein shall be in
      addition to any cause of action or similar rights the Holder may have, and
      any
      liabilities the Holder may be subject to.

    


    Article
      15   Equity
      Incentive

    


    The
      Company shall issue a convertible debenture ("Incentive Debenture") in the
      amount of $330,000 as an incentive for the Holder to enter into this Note.
      The
      Incentive Debenture Agreement is attached hereto as Exhibit A and incorporated
      herein by reference. The
      shares of common stock underlying the Incentive Debenture shall carry piggyback
      registration rights. Failure to register the shares of common stock underlying
      the Incentive Debenture, in a registration statement as described herein, shall
      constitute an Event of Default and remedies under Article 4 may be taken by
      the
      Holder.

    


    Article
      16   
      Use of Proceeds

     

    For
      general
      corporate working capital purposes. This shall not to be used to pay down
      long-term debt to any financial institution. 

    


    Article
      17   Waiver
      

    


    The
      Holder's delay or failure at any time or times hereafter to require strict
      performance by Company of any undertakings, agreements or covenants shall not
      waiver, affect, or diminish any right of the Holder under this Agreement to
      demand strict compliance and performance herewith. Any waiver by the Holder
      of
      any Event of Default shall not waive or affect any other Event of Default,
      whether such Event of Default is prior or subsequent thereto and whether of
      the
      same or a different type. None of the undertakings, agreements and covenants
      of
      the Company contained in this Agreement, and no Event of Default, shall be
      deemed to have been waived by the Holder, nor may this Agreement be amended,
      changed or modified, unless such waiver, amendment, change or modification
      is
      evidenced by an instrument in writing specifying such waiver, amendment, change
      or modification and signed by the Holder. 

    


    Article
      18  
      Waiver of Jury Trial 

    


    AS
      A
      MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS AGREEMENT, THE
      PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
      ASSOCIATED WITH THIS TRANSACTION. 

    


    Article
      19  
      Senior Obligation 

    


    The
      Company shall cause this Note and all other existing Notes with the Holder
      ("Holder's Debt") to
      be senior
      in right
      of payment to all other Indebtedness of the Company.

    


    Article 20 Reserved

    


    Article
      21 
      Transactions With Affiliates. 

    


    The
      Company shall not, and shall cause each of its Subsidiaries not to, enter into,
      amend, modify or supplement, or permit any Subsidiary to enter into, amend,
      modify or supplement, any agreement, transaction, commitment or arrangement
      with
      any of its or any Subsidiary's officers, directors, persons who were officers
      or
      directors at any time during the previous two years, shareholders who
      beneficially own five percent (5%) or more of the Common Stock, or affiliates
      or
      with any individual related by blood, marriage or adoption to any such
      individual or with any entity in which any such entity or individual owns a
      five
      percent (5%) or more beneficial interest (each a “Related Party”) during the
      Lock Up Period

    


    Article
      22 Security
      

    


    The
      Holder shall have full right to exercise the Security Agreement between the
      Company and the Holder dated October 21, 2005.

    


    Article
      23 Equity
      Line Obligations

    


    At
      such
      time, when the Company's current effective registration statement for the Equity
      Line of Credit with Dutchess Private Equities, II, LP (File No: 333-126635),
      has
      fifty million (50,000,000) shares or less remaining for issuance, or upon the
      request of the Holder, the Company shall immediately execute a new Investment
      Agreement for an Equity Line of Credit under the same terms and conditions
      as
      the previous Equity Line. The Company shall immediately prepare and file a
      registration statement underlying the shares in the Investment Agreement, to
      be
      filed only with the Holder's consent. The Holder shall also retain the right
      to
      determine the date of the filing of the registration statement. Failure to
      do
      any action outlined in this Article will result in an Event of
      Default.

    


    Article
      24 Miscellaneous

    


    a. All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, impersonal, singular or plural, as the identity of the
      person or persons may require.

    


    b. Neither
      this Note nor any provision hereof shall be waived, modified, changed,
      discharged, terminated, revoked or canceled, except by an instrument in writing
      signed by the party effecting the same against whom any change, discharge or
      termination is sought.

    


    c. Notices
      required or permitted to be given hereunder shall be in writing and shall be
      deemed to be sufficiently given when personally delivered or sent by facsimile
      transmission: (i) if to the Company, at its executive offices or (ii) if to
      the
      Holder, at the address for correspondence set forth in the Article 6, or at
      such
      other address as may have been specified by written notice given in accordance
      with this paragraph.

    


    d. This
      Note
      may be executed in two or more counterparts, all of which taken together shall
      constitute one instrument. Execution and delivery of this Note by exchange
      of
      facsimile copies bearing the facsimile signature of a party shall constitute
      a
      valid and binding execution and delivery of this Note by such party. Such
      facsimile copies shall constitute enforceable original documents.

    


    e. This
      Written Agreement represent the FINAL AGREEEMENT between the Company and the
      Holders and may not be contradicted by evidence of prior, contemporaneous,
      or
      subsequent oral agreements of the parties, there are no unwritten oral
      agreements among the parties.

    


    f.  The
      execution, delivery and performance of this Note by the Company and the
      consummation by the Company of the transactions contemplated hereby and thereby
      will not (i) result in a violation of the Articles of Incorporation, any
      Certificate of Designations, Preferences and Rights of any outstanding series
      of
      preferred stock of the Company or the By-laws or (ii) conflict with, or
      constitute a material default (or an event which with notice or lapse of time
      or
      both would become a material default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation of, any material agreement,
      contract, indenture mortgage, indebtedness or instrument to which the Company
      or
      any of its Subsidiaries is a party, or result in a violation of any law, rule,
      regulation, order, judgment or decree, including United States federal and
      state
      securities laws and regulations and the rules and regulations of the principal
      securities exchange or trading market on which the Common Stock is traded or
      listed (the “Principal Market”), applicable to the Company or any of its
      Subsidiaries or by which any property or asset of the Company or any of its
      Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries
      is
      in violation of any term of, or in default under, the Articles of Incorporation,
      any Certificate of Designations, Preferences and Rights of any outstanding
      series of preferred stock of the Company or the By-laws or their organizational
      charter or by-laws, respectively, or any contract, agreement, mortgage,
      indebtedness, indenture, instrument, judgment, decree or order or any statute,
      rule or regulation applicable to the Company or its Subsidiaries, except for
      possible conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations that would not individually or in the aggregate
      have a Material Adverse Effect. The business of the Company and its Subsidiaries
      is not being conducted, and shall not be conducted, in violation of any law,
      statute, ordinance, rule, order or regulation of any governmental authority
      or
      agency, regulatory or self-regulatory agency, or court, except for possible
      violations the sanctions for which either individually or in the aggregate
      would
      not have a Material Adverse Effect. The Company is not required to obtain any
      consent, authorization, permit or order of, or make any filing or registration
      (except the filing of a registration statement) with, any court, governmental
      authority or agency, regulatory or self-regulatory agency or other third party
      in order for it to execute, deliver or perform any of its obligations under,
      or
      contemplated by, this Note in accordance with the terms hereof or thereof.
      All
      consents, authorizations, permits, orders, filings and registrations which
      the
      Company is required to obtain pursuant to the preceding sentence have been
      obtained or effected on or prior to the date hereof and are in full force and
      effect as of the date hereof. The Company and its Subsidiaries are unaware
      of
      any facts or circumstances which might give rise to any of the foregoing. The
      Company is not, and will not be, in violation of the listing requirements of
      the
      Principal Market as in effect on the date hereof and on each of the Closing
      Dates and is not aware of any facts which would reasonably lead to delisting
      of
      the Common Stock by the Principal Market in the foreseeable future.

    


    


    g. The
      Company and its “Subsidiaries” (which for purposes of this Note means any entity
      in which the Company, directly or indirectly, owns capital stock or holds an
      equity or similar interest) are corporations duly organized and validly existing
      in good standing under the laws of the respective jurisdictions of their
      incorporation, and have the requisite corporate power and authorization to
      own
      their properties and to carry on their business as now being conducted. Both
      the
      Company and its Subsidiaries are duly qualified to do business and are in good
      standing in every jurisdiction in which their ownership of property or the
      nature of the business conducted by them makes such qualification necessary,
      except to the extent that the failure to be so qualified or be in good standing
      would not have a Material Adverse Effect. As used in this Note, “Material
      Adverse Effect” means any material adverse effect on the business, properties,
      assets, operations, results of operations, financial condition or prospects
      of
      the Company and its Subsidiaries, if any, taken as a whole, or on the
      transactions contemplated hereby or by the agreements and instruments to be
      entered into in connection herewith, or on the authority or ability of the
      Company to perform its obligations under the Note.

    


    h.
       Authorization;
      Enforcement; Compliance with Other Instruments. (i) The Company has the
      requisite corporate power and authority to enter into and perform this Note,
      and
      to issue the Note and Incentive Debenture in accordance with the terms hereof
      and thereof, (ii) the execution and delivery of the Note by the Company and
      the
      consummation by it of the transactions contemplated hereby and thereby,
      including without limitation the reservation for issuance and the issuance
      of
      the Incentive Debenture pursuant to this Note, have been duly and validly
      authorized by the Company's Board of Directors and no further consent or
      authorization is required by the Company, its Board of Directors, or its
      shareholders, (iii) the Note has been duly and validly executed and delivered
      by
      the Company, and (iv) the Note constitutes the valid and binding obligations
      of
      the Company enforceable against the Company in accordance with their terms,
      except as such enforceability may be limited by general principles of equity
      or
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally, the enforcement of creditors'
      rights and remedies.

    


    i.
      The
      execution and delivery of this Note shall not alter any prior written agreements
      between the Company and the Investor.

    


    *****


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Any
      misrepresentations shall be considered a breach of contract and Default under
      this Agreement and the Holder may seek to take actions as described under
      Article 4 of this Agreement. 

    


    IN
      WITNESS WHEREOF, the Company has duly executed this Note as of the date first
      written above.

     

              DNAPRINT
      GENOMICS, INC.

     

    


    By /s/
      Richard Gabriel         

                                                                              
      Name: 
      Richard
      Gabriel

    Title:
       
      Chief
      Executive Officer

    


    DUTCHESS
      PRIVATE EQUITIES FUND, II, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS 

    CAPITAL
      MANAGEMENT, LLC 

     

    By:/s/
      Douglas H. Leighton                    

                                                                Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member 

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    INCENTIVE
      DEBENTURE

     

    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
      IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
      REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED
      OR
      DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
      AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
      THE
      MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
      ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

    


    FACE
      AMOUNT                                                                 
$330,000

    DEBENTURE
      NUMBER                                                   
December-2005-102

    ISSUANCE
      DATE                                                               
December
      15, 2005

    MATURITY
      DATE                                                              
December
      15, 2010   

    


    FOR
      VALUE
      RECEIVED, DNAPrint Genomics, Inc., a Utah corporation (the “Company”), hereby
      promises to pay to the order of DUTCHESS
      PRIVATE EQUITIES FUND, II L.P. (the
      “Holder”) by December 15, 2010, (the “Maturity Date”), the principal amount of
      Three Hundred and Thirty Thousand Dollars ($330,000) U.S., in such amounts,
      at
      such times and on such terms and conditions as are specified
      herein.

    


    Article
      1  Method
      of
      Payment

    


    This
      Debenture must be surrendered to the Company in order for the Holder to receive
      payment of the principal amount hereof. 

    


    Article
      2  Conversion

    Section
      2.1  Conversion
      Privilege

    (a)  The
      Holder of this Debenture shall have the right to convert it into shares of
      Common Stock at any time following the Closing Date and which is before the
      close of business on the Maturity Date, except as set forth in Section
2.1(c)
      below. The number of shares of Common Stock issuable upon the conversion of
      this
      Debenture is
      determined pursuant to Section 2.2
      and
      rounding the result to the nearest whole share. 

    (b)  This
      Debenture may not be converted, whether in whole or in part, except in
      accordance with Article 2.

    (c)  In
      the
      event all or any portion of this Debenture remains outstanding on the Maturity
      Date, the unconverted
      portion
      of such Debenture will automatically be converted into shares of Common Stock
      on
      such date in the manner set forth in Section 2.2.

    Section
      2.2  Conversion
      Procedure. 

    (a)  Conversion
      Procedures. The
      Face
      Amount of this Debenture may be converted, in whole or in part, any
      time
      following the Closing Date. Such conversion shall be effectuated by surrendering
      to the Company, or its attorney, this Debenture to be converted together with
      a
      facsimile or original of the signed Notice of Conversion which evidences
      Holder’s intention to convert the Debenture indicated.
      The
      date on which the Notice of Conversion is effective (“Conversion Date”) shall be
      deemed to be the date on which the Holder has delivered to the Company a
      facsimile or original of the signed Notice of Conversion, as long as the
      original Debenture(s) to be converted are received by the Company within five
      (5) business days thereafter. At such time that the original Debenture has
      been
      submitted to the Company, the Holder can elect to whether a reissuance of the
      debenture is warranted, or whether the Company can retain the Debenture as
      to a
      continual conversion by Holder. Notwithstanding the above, any Notice of
      Conversion received by 5:00 P.M. EST, shall be deemed to have been received
      the
      previous business day.
      Receipt
      being via a confirmation of time of facsimile of the Holder. 

    (b)  Common
      Stock to be Issued.Upon
      the
conversion
      of any
      Debentures and upon receipt by the Company or its attorney of a facsimile,
      email
      or original of Holder’s signed Notice of Conversion the Company shall instruct
      its transfer agent to issue stock certificates without restrictive legend or
      stop transfer instructions, if at that time the Registration Statement has
      been
      declared effective (or with proper restrictive legend if the Registration
      Statement has not as yet been declared effective), in such denominations to
      be
      specified at conversion representing the number of shares of Common Stock
      issuable upon such conversion, as applicable.  The Company
      shall act as Registrar and shall maintain an appropriate ledger containing
      the
      necessary information with respect to each Debenture. The
      Company warrants that no instructions, other than these instructions, have
      been
      given or will be given to the transfer agent and that the Common Stock shall
      otherwise be freely resold, except as may be set forth herein.

    (c)  Conversion
      Rate. Holder
      is
      entitled to convert the
      face
      amount of this Debenture, plus accrued interest, anytime following
      the
      Closing Date, at the lesser of (i) 75% of the lowest closing bid price during
      the fifteen (15) trading days prior to the Conversion Date or (ii) $.022 (“Fixed
      Conversion Price”), each being referred to as the “Conversion Price”. No
      fractional shares or scrip representing fractions of shares will be issued
      on
      conversion, but the number of shares issuable shall be rounded up or down,
      as
      the case may be, to the nearest whole share. 

     

    (d)  Nothing
      contained in this Debenture shall be deemed to establish or require the payment
      of interest to the Holder at a rate in excess of the maximum rate permitted
      by
      governing law. In the event that the rate of interest required to be paid
      exceeds the maximum rate permitted by governing law, the rate of interest
      required to be paid thereunder shall be automatically reduced to the maximum
      rate permitted under the governing law and such excess shall be returned with
      reasonable promptness by the Holder to the Company. 

    (e)  It
      shall
      be the Company’s
      responsibility to take all necessary actions and to bear all such costs to
      issue
      the Common Stock as provided herein, including the responsibility and cost
      for
      delivery of an opinion letter to the transfer agent, if so required. The person
      in whose name the certificate of Common Stock is to be registered shall be
      treated as a shareholder of record on and after the conversion date. Upon
      surrender of any Debentures that are to be converted in part, the Company shall
      issue to the Holder a new Debenture equal to the unconverted amount, if so
      requested in writing by Holder.

    (f)  Within
      three (3) business days after receipt of the documentation referred to above
      in
      Section 2.2(a),
      the
      Company shall deliver a certificate, in accordance with Section 2.2(c)
      for
      the number of shares of Common Stock issuable upon the conversion. In the event
      the Company does not make delivery of the Common Stock, as instructed by Holder,
      within three (3) business days after the Conversion Date, then in such event
      the
      Company shall pay to Holder one percent (1%) in cash, of the dollar value of
      the
      Debentures being converted, compounded daily, per each day after the third
      (3rd)
      business day following the Conversion Date that the Common Stock is not
      delivered to the Purchaser.

    


    The
      Company acknowledges that its failure to deliver the Common Stock within three
      (3) business days after the Conversion Date will cause the Holder to suffer
      damages in an amount that will be difficult to ascertain. Accordingly, the
      parties agree that it is appropriate to include in this Debenture a provision
      for liquidated damages. The parties acknowledge and agree that the liquidated
      damages provision set forth in this section represents the parties’ good faith
      effort to quantify such damages and, as such, agree that the form and amount
      of
      such liquidated damages are reasonable and will not constitute a penalty. The
      payment of liquidated damages shall not relieve the Company from its obligations
      to deliver the Common Stock pursuant to the terms of this
      Debenture.

    


    To
      the
      extent that the failure of the Company to issue the Common Stock pursuant to
      this Section 2.2(f)
      is
      due to the unavailability of authorized but unissued shares of Common Stock,
      the
      provisions of this Section 2.2(f)
      shall
      not apply but instead the provisions of Section 2.2(g)
      shall
      apply.

    


    The
      Company shall make any payments incurred under this Section 2.2(f)
      in
      immediately available funds within three (3) business days from the date the
      Common Stock is fully delivered. Nothing herein shall limit a Holder’s right to
      pursue actual damages or cancel the conversion for the Company’s failure to
      issue and deliver Common Stock to the Holder within three (3) business days
      after the Conversion Date.

    (g)  The
      Company shall at all times reserve (or make alternative written arrangements
      for
      reservation or contribution of shares) and
      have
      available all Common Stock necessary to meet conversion of the Debentures by
      all
      Holders of the entire amount of Debentures then outstanding. If, at any time
      Holder
      submits
      a Notice of Conversion and the Company does not have sufficient authorized
      but
      unissued shares of Common Stock (or alternative shares of Common Stock as may
      be
      contributed by Stockholders) available to effect, in full, a conversion of
      the
      Debentures (a “Conversion Default”, the date of such default being referred to
      herein as the “Conversion Default Date”), the Company shall issue to the Holder
      all of the shares of Common Stock which are available, and the Notice of
      Conversion as to any Debentures requested to be converted but not converted
      (the
“Unconverted Debentures”), may be deemed null and void upon written notice sent
      by the Holder to the Company. The Company shall provide notice of such
      Conversion Default (“Notice of Conversion Default”) to all existing Holders of
      outstanding Debentures, by facsimile, within three (3) business day of such
      default (with the original delivered by overnight or two day courier), and
      the
      Holder shall give notice to the Company by facsimile within five business days
      of receipt of the original Notice of Conversion Default (with the original
      delivered by overnight or two day courier) of its election to either nullify
      or
      confirm the Notice of Conversion.

    


    The
      Company agrees to pay to all Holders of outstanding Debentures payments for
      a
      Conversion Default (“Conversion Default Payments”) in the amount of (N/365) x
      (.24) x the initial issuance price of the outstanding and/or tendered but not
      converted Debentures held by each Holder where N = the number of days from
      the
      Conversion Default Date to the date (the “Authorization Date”) that the Company
      authorizes a sufficient number of shares of Common Stock to effect conversion
      of
      all remaining Debentures. The Company shall send notice (“Authorization Notice”)
      to each Holder of outstanding Debentures that additional shares of Common Stock
      have been authorized, the Authorization Date and the amount of Holder’s accrued
      Conversion Default Payments. The accrued Conversion Default shall be paid in
      cash or shall be convertible into Common Stock at the Conversion Rate, upon
      written notice sent by the Holder to the Company, which Conversion Default
      shall
      be payable as follows: (i) in the event Holder elects to take such payment
      in
      cash, cash payments shall be made to such Holder of outstanding Debentures
      by
      the fifth day of the following calendar month, or (ii) in the event Holder
      elects to take such payment in stock, the Holder may convert such payment amount
      into Common Stock at the conversion rate set forth in Section
      2.2(c)
      at
any
      time
      after
      the 5th day of the calendar month following the month in which the Authorization
      Notice was received, until the expiration of the mandatory four (4) year
      conversion period.

    


    The
      Company acknowledges that its failure to maintain a sufficient number of
      authorized but unissued shares of Common Stock to effect in full a conversion
      of
      the Debentures will cause the Holder to suffer damages in an amount that will
      be
      difficult to ascertain. Accordingly, the parties agree that it is appropriate
      to
      include in this Agreement a provision for liquidated damages. The parties
      acknowledge and agree that the liquidated damages provision set forth in this
      section represents the parties’ good faith effort to quantify such damages and,
      as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to deliver the Common Stock
      pursuant to the terms of this Debenture. Nothing herein shall limit the Holder’s
      right to pursue actual damages for the Company’s failure to maintain a
      sufficient number of authorized shares of Common Stock.

    (h)  If,
      by
      the third (3rd) business day after the Conversion Date of any portion of the
      Debentures to be converted (the “Delivery Date”), the transfer agent fails for
      any reason to deliver the Common Stock upon conversion by the Holder and after
      such Delivery Date, the Holder purchases, in an open market transaction or
      otherwise, shares of Common Stock (the "Covering Shares") solely in order to
      make delivery in satisfaction of a sale of Common Stock by the Holder (the
      "Sold
      Shares"), which delivery such Holder
      anticipated to make using the Common Stock issuable upon conversion (a
      "Buy-In"), the Company shall pay to the Holder, in addition to any other amounts
      due to Holder pursuant to this Debenture, and not in lieu thereof, the Buy-In
      Adjustment Amount (as defined below). The "Buy In Adjustment Amount" is the
      amount equal to the excess, if any, of (x) the Holder's total purchase price
      (including brokerage commissions, if any) for the Covering Shares over (y)
      the
      net proceeds (after brokerage commissions, if any) received by the Holder from
      the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount
      to the Holder in immediately available funds within five (5) business days
      of
      written demand by the Holder. By way of illustration and not in limitation
      of
      the foregoing, if the Holder purchases shares of Common Stock having a total
      purchase price (including brokerage commissions) of $11,000 to cover a Buy-In
      with respect to shares of Common Stock it sold for net proceeds of $10,000,
      the
      Buy-In Adjustment Amount which the Company will be required to pay to the Holder
      will be $1,000.

    (i)  Prospectus
      and Other Documents. The
      Company shall furnish to Holder such number of prospectuses and other documents
      incidental to the registration of the shares of Common Stock underlying the
      Debentures, including any amendment of or supplements thereto.

    (j)  Limitation
      on Issuance of Shares.
      If the
      Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after the
      issuance of the Debentures, the Company may be limited in the number of shares
      of Common Stock it may issue by virtue of (X) the number of authorized shares
      or
      (Y) the applicable rules and regulations of the principal securities market
      on
      which the Common Stock is listed or traded, including, but not necessarily
      limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be
      applicable (collectively, the “Cap Regulations”). Without limiting the other
      provisions thereof, (i)
      the
      Company will take all steps reasonably necessary to be in a position to issue
      shares of Common Stock on conversion of the Debentures without violating the
      Cap
      Regulations and (ii) if, despite taking such steps, the Company still cannot
      issue such shares of Common Stock without violating the Cap Regulations, the
      holder of a Debenture which cannot be converted as result of the Cap Regulations
      (each such Debenture, an “Unconverted Debenture”) shall have the right to elect
      either of the following remedies: 

    


    (x)
      if
      permitted by the Cap Regulations, require the Company to issue shares of Common
      Stock in accordance with such holder's Notice of Conversion at a conversion
      purchase price equal to the average of the closing bid price per share of Common
      Stock for any five (5) consecutive trading days (subject to certain equitable
      adjustments for certain events occurring during such period) during the sixty
      (60) trading days immediately preceding the Conversion Date; or 

    


    (y)
      require the Company to redeem each Unconverted Debenture for an amount (the
      “Redemption Amount”), payable in cash, equal to the sum of (i) one hundred
      thirty-three percent (133%) of the principal of an Unconverted Debenture, plus
      (ii) any accrued but unpaid interest thereon through and including the date
      (the
“Redemption Date”) on which the Redemption Amount is paid to the
      holder.

    


    A
      holder
      of an Unconverted Debenture may elect one of the above remedies with respect
      to
      a portion of such Unconverted Debenture and the other remedy with respect to
      other portions of the Unconverted Debenture. The Debentures shall contain
      provisions substantially consistent with the above terms, with such additional
      provisions as may be consented to by the Holder. The provisions of this section
      are not intended to limit the scope of the provisions otherwise included in
      the
      Debentures.

    (k)  Limitation
      on Amount of Conversion and Ownership.
      Notwithstanding anything to the contrary in this Debenture,
      in no
      event shall the Holder be entitled to convert that amount of Debenture, and
      in
      no event shall the Company permit that amount of conversion, into that number
      of
      shares, which when added to the sum of the number of shares of Common Stock
      beneficially owned, (as such term is defined under Section 13(d) and Rule 13d-3
      of the Securities Exchange Act of 1934, as may be amended, (the “1934 Act”)), by
      the Holder, would exceed 4.99% of the number of shares of Common Stock
      outstanding on the Conversion Date, as determined in accordance with Rule
      13d-1(j) of the 1934 Act. In the event that the number of shares of Common
      Stock
      outstanding as determined in accordance with Section 13(d) of the 1934 Act
      is
      different on any Conversion Date than it was on the Closing Date, then the
      number of shares of Common Stock outstanding on such Conversion Date shall
      govern for purposes of determining whether the Holder would be acquiring
      beneficial ownership of more than 4.99% of the number of shares of Common Stock
      outstanding on such Conversion Date.

    (l)  Legend.
      The
      Holder acknowledges that each certificate representing the Debentures, and
      the
      Common Stock unless registered pursuant to the Registration Rights Agreement
      or
      exempt from Registration pursuant to Rule 144, shall be stamped or otherwise
      imprinted with a legend substantially in the following form:

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
      RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF
      AN
      EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

    (m)
      Prior
      to conversion of all the Debentures, if at any
      time
      the
      conversion of all the Debentures outstanding would result in an insufficient
      number of authorized shares of Common Stock being available to cover all the
      conversions, then in such event, the Company will move to call and hold a
      shareholder’s meeting or have shareholder action with written consent of the
      proper number of shareholders within thirty (30) days of such event, or such
      greater period of time if statutorily required or reasonably necessary as
      regards standard brokerage house and/or SEC requirements and/or procedures,
      for
      the purpose of authorizing additional shares of Common Stock to facilitate
      the
      conversions. In such an event management of the Company shall recommend to
      all
      shareholders to vote their shares in favor of increasing the authorized number
      of shares of Common Stock. Management of the Company shall vote all of its
      shares of Common Stock in favor of increasing the number of shares of authorized
      Common Stock. Company represents and warrants that under no circumstances will
      it deny or prevent Holder’s right to convert the Debentures. Nothing in this
      Section shall limit the obligation of the Company to make the
      payments set forth in Section 2.2(g).
      The
      Holder, at their option, may request the company to authorize and issue
      additional shares if the Holder feels it is necessary for conversions in the
      future In
      the
      event the Company’s shareholder’s meeting does not result in the necessary
      authorization, the Company shall redeem the outstanding Debentures for an amount
      equal to (x) the sum of the principal of the outstanding Debentures plus accrued
      interest thereon multiplied by (y) 133%.


       


    Section
      2.3  Fractional
      Shares.
      The
      Company shall not issue fractional shares of Common Stock, or scrip representing
      fractions of such shares, upon the conversion of this Debenture. Instead, the
      Company shall round up or down, as the case may be, to the nearest whole
      share.

    Section
      2.4  Taxes
      on Conversion. The
      Company shall pay any documentary, stamp or similar issue or transfer tax due
      on
      the issue of shares of Common Stock upon the conversion of this Debenture.
      However, the Holder shall pay any such tax which is due because the shares
      are
      issued in a name other than its name.

    Section
      2.5  Company
      to Reserve Stock. The
      Company shall reserve the number of shares of Common Stock required pursuant
      to
      and upon the terms set forth in the Subscription Agreement to permit the
      conversion of this Debenture.
      All
      shares of Common Stock which may be issued upon the conversion hereof shall
      upon
      issuance be validly issued, fully paid and nonassessable and free from all
      taxes, liens and charges with respect to the issuance thereof.

    Section
      2.6  Restrictions
      on Sale. This
      Debenture has not been registered under the Securities Act of 1933, as amended,
      (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of
      Regulation D promulgated under the Act. This Debenture and the Common Stock
      issuable upon the conversion thereof may
      only be
      sold
      pursuant to registration under or an exemption from the Act.

    Article
      3   Reports

     

    The
      Company will mail to the Holder hereof at its address as shown on the Register
      a
      copy of any annual, quarterly or current report that it files with the
      Securities and Exchange Commission promptly after the filing thereof and a
      copy
      of any annual, quarterly or other report or proxy statement that it gives to
      its
      shareholders generally at the time such report or statement is sent to
      shareholders.

     

    


    Article
      4  Registered
      Debentures

    Section
      4.1  Record
      Ownership. The
      Company, or its attorney, shall maintain a register of the holders of the
      Debentures (the “Register”) showing their names and addresses and the serial
      numbers and principal amounts of Debentures issued to them. The Register may
      be
      maintained in electronic, magnetic or other computerized form. The Company
      may
      treat the person named as the Holder of this Debenture in the Register as the
      sole owner of this Debenture. The Holder of this Debenture is the person
      exclusively entitled to receive payments of interest on this Debenture, receive
      notifications with respect to this Debenture, convert it into Common Stock
      and
      otherwise exercise all of the rights and powers as the absolute owner
      hereof.

    Section
      4.2  Worn
      or Lost Debentures. If
      this
      Debenture becomes worn, defaced or mutilated but is still substantially intact
      and recognizable, the Company or its agent may issue a new Debenture in lieu
      hereof upon its surrender. Where
      the
      Holder of this Debenture claims that the Debenture has been lost, destroyed
      or
      wrongfully taken, the Company shall issue a new Debenture in place of the
      original Debenture if the Holder so requests by written notice to the Company
      actually received by the Company before it is notified that the Debenture has
      been acquired by a bona fide purchaser and the Holder has delivered to the
      Company an indemnity bond in such amount and issued by such surety as the
      Company deems satisfactory together with an affidavit of the Holder setting
      forth the facts concerning such loss, destruction or wrongful taking and such
      other information in such form with such proof or verification as the Company
      may request. 

    


    Article
      5  Notice.

    


    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Debenture must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

    


    If
      to the
      Company:

    


    Attn:
      Richard Gabriel

    DNAPrint
      Genomics

    900
      Cocoanut Avenue

    Sarasota,
      FL 34236

    Telephone:
      (941) 366-3400

    Fax:
      210.249.4130

    


    If
      to the
      Holder:

    


    At
      the
      address listed in the Note

     

    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    


    Article
      6  Time

     

    Where
      this Debenture authorizes or requires the payment of money or the performance
      of
      a condition or obligation on a Saturday or Sunday or a public holiday, or
      authorizes or requires the payment of money or the performance of a condition
      or
      obligation within, before or after a period of time computed from a certain
      date, and such period of time ends on a Saturday or a Sunday or a public
      holiday, such payment may be made or condition or obligation performed on the
      next succeeding business day, and if the period ends at a specified hour, such
      payment may be made or condition performed, at or before the same hour of such
      next succeeding business day, with the same force and effect as if made or
      performed in accordance with the terms of this Debenture. A “business day” shall
      mean a day on which the banks in New York are not required or allowed to be
      closed. 

     

    


    Article
      7  No
      Assignment

     

    This
      Debenture shall not be assignable.

     

    


    Article
      8  Rules
      of
      Construction.

     

    In
      this
      Debenture, unless the context otherwise requires, words in the singular number
      include the plural, and in the plural include the singular, and words of the
      masculine gender include the feminine and the neuter, and when the sense so
      indicates, words of the neuter gender may refer to any gender. The numbers
      and
      titles of sections contained in the Debenture are inserted for convenience
      of
      reference only, and they neither form a part of this Debenture nor are they
      to
      be used in the construction or interpretation hereof. Wherever, in this
      Debenture, a determination of the Company is required or allowed, such
      determination shall be made by a majority of the Board of Directors of the
      Company and if it is made in good faith, it shall be conclusive and binding
      upon
      the Company and the Holder of this Debenture.

     

    


    Article
      9  Governing
      Law

     

    The
      validity, terms, performance and enforcement of this Debenture shall be governed
      and construed by the provisions hereof and in accordance with the laws of the
      Commonwealth of Massachusetts applicable to agreements that are negotiated,
      executed, delivered and performed solely in the Commonwealth of Massachusetts.
      

    


    Article
      10  Litigation

    


    DISPUTES
      SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW

    


    All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. 

    


    Article
      11 Opinion
      Letter

    


    In
      the
      event that counsel to the Company fails or refuses to render an opinion as
      required to issue the Conversion Shares in accordance with the preceding
      paragraph (either with or without restrictive legends, as applicable), then
      the
      Company irrevocably and expressly authorizes counsel to the Holder to render
      such opinion. The Transfer Agent shall accept and be entitled to rely on such
      opinion for the purposes of issuing the Conversion Shares and Interest Shares.
      Any costs incurred by Holder for such opinion letter shall be added to the
      Face
      Amount of the Debenture. The Company shall also provide any additional
      information so required by the transfer agent in conjunction with the issuance,
      including, but not limited to Board Resolutions, within three (3) days of the
      Conversion Date.

    


    


    *.*.*

    IN
      WITNESS WHEREOF, the Company has duly executed this Debenture as of the date
      first written above.

     

      DNAPrint
      Genomics, Inc. 

     

    


    By             Name: 
      Richard
      Gabriel

    Title:
       
      CEO

    


    DUTCHESS
      PRIVATE EQUITIES FUND, II, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS 

    CAPITAL
      MANAGEMENT, LLC 

     

    By:
      __________________________________                                                                     
 Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member