Exhibit 10.39

Exhibit
    10.39

    PROMISSORY
      NOTE

     

     

    FACE
      AMOUNT                                                              
$1,500,000

    PRICE                                                                               
      $1,200,000

    INTEREST
      RATE                                                             
0%
      per
      month

    NOTE
      NUMBER                                                             
March-2006-101

    ISSUANCE
      DATE                                                            March
      13,
      2006

    MATURITY
      DATE                                                          
March
      6,
      2007

    


    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, L.P. (collectively,
      the “Holder”) by the Maturity Date, or earlier, the Face Amount of One Million
      Five Hundred Thousand Dollars ($1,500,000) U.S., in such amounts, at such times
      and on such terms and conditions as are specified herein (this "Note")
      (sometimes hereinafter the Company and the Holder are referred to collectively
      as "the Parties"). 

    


    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"), which definitions
      the Company and the Holder incorporate herein by reference. 

    


    Article
      1  Method
      of
      Payment

    Section
      1.1  Payments
      made to the Holder by the Company in satisfaction of this Note (referred to
      as a
      "Payment," or "Payments") shall be drawn from each Put under 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) one hundred
      percent (100%) of each Put (as defined in the Investment Agreement between
      the
      Company and the Investor dated September 28, 2004) to the Investor from the
      Company; or, b) one hundred twenty-five thousand dollars ($125,000) (the
“Payment Amount”) until the Face Amount is paid in full, minus any fees due. The
      First Payment will be due on immediate subsequent Closing of a Put and each
      Put
      to the Investor thereafter until this Note is paid in full, with a minimum
      amount of one hundred twenty-five thousand dollars ($125,000) per month.
      ("Payment Date" or "Payment Dates"). 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 thereon, in readily available funds at any
      time
      and from time to time without penalty. 

    


    Section
      1.2  Payments
      pursuant to this Note shall be drawn directly from the Closing of each Put
      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 in Section 1.4, below).
      The Company agrees to fully execute and diligently carry out Puts to the
      Investor, on the terms set forth in the Investment Agreement. 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 comply
      with
      the terms of the Investment Agreement with respect to the Puts will result
      in an
      Event of Default as defined in this Agreement in Article 4.

    


    Section
      1.3  In
      order
      to assist the Company in meeting its obligations under this Note, the Company
      hereby authorizes the Investor to transfer funds from each Put directly to
      the
      Holder. The Puts shall be deemed closed for the amounts transferred to the
      Holder immediately upon the Put Closing.

    


    Section
      1.4  After
      Closing, the Company must make a Prepayment to the Holder when the aggregate
      amount of financing ("Financing") received by the Company is in excess of one
      million dollars ($1,000,000) (“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 and any cash balances
      in the Company bank or brokerage accounts at the end of each month.

    


    Article
      2  
      Collateral

    


    Section
      2.1  The
      Company does hereby agree to issue to the Holder for use as Collateral forty
      (40) signed Put Notices consistent with the conditions set forth in Section
      12
      (attached hereto as Exhibit A and incorporated by reference). 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.

    


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

    


    


    Article
      3   Unpaid
      Amounts

    


    Section
      3.1  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
      an
      additional two and one-half percent (2.5%) per month paid, pro rata for partial
      periods, compounded daily, as liquidated damages ("Liquidated Damages"). If
      a
      Residual Amount remains, the Company is in Default and the Holder
      may elect remedies as set forth in Article 4, below. The Parties acknowledge
      that Liquidated Damages are not interest.

    


    


    Article
      4  Defaults
      and Remedies

    Section
      4.1  Events
      of Default. An
“Event
      of Default” occurs if any one of the following occurs:

    


    (a)  The
      Company does not make a Payment within two (2) business days of (i) the Closing
      of a Put; or (ii) a Payment Date; or, (iii) a Residual Amount on the Note exists
      on the Maturity Date; or

    (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 the Company or for its property;
      (iv)
      makes an 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 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; or 

    (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
      is not effective for any reason and is not cured within five (5) days;
      or,

    (e)  Any
      of
      the Company’s representations or warranties contained in this Agreement were
      false when made; or, 

    (f)  The
      Company breaches this Agreement, and such breach, if and only if such breach
      is
      subject to cure, continues for a period of five (5) business days.

    (g)  The
      Company fails to file the Additional Registration Statement, as defined in
      Article 20 herein, by April 10, 2006.

    


    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.
      

    


    Section
      4.2  Remedies.
      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 garnish 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 March 13, 2006,
      between the Holder and the Company.

    


    For
      each
      and every
      Event of
      Default, as outlined in this Agreement, the
      Holder
      can exercise its right to increase the Face
      Amount of the Note by ten percent (10%) as an initial penalty. In addition,
      the
      Holder may elect to increase the
      Face
      Amount of the Note by two and one-half percent (2.5%) as Liquidated Damages,
      compounded daily. The Parties acknowledge that Liquidated Damages are not
      interest under the terms of this Agreement.

    


    In
      the
      event of a Default hereunder, the Holder, at its sole election, shall have
      the
      right, but not the obligation, to either: 

    a)
      Switch
      the Residual Amount to a three-year (“Convertible Maturity Date”), fifteen
      percent (15%) interest bearing convertible debenture at the terms described
      hereinafter (the "Convertible Debenture"). In the event of Default, the
      Convertible Debenture shall be considered closed (“Convertible Closing Date”),
      as of the date of the Event of Default. If the Holder chooses to convert the
      Residual Amount to a Convertible Debenture, the Company shall have twenty (20)
      business days after notice of default from the Holder (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 five thousand dollars
      ($5,000) per day. In the event the Company is given the option for accelerated
      effectiveness of the registration statement, the Company will cause such
      registration statement to be declared effective as soon as reasonably
      practicable and will not take any action to delay the registration to become
      effective. 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 five thousand dollars ($5,000) 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

    b)
      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 made by the Company
      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 Face Amount of the Note by 2.5% each day,
      compounded daily, in additional to and on top of additional remedies available
      to the Holder under this Note.

    


    Section
      4.3  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 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
      Holder may convert the Convertible Debenture 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
      4.4.

    


    Section
      4.4  Conversion
      Procedure. 

    


    (a)  The
      Holder may elect to convert the Residual Amount in whole or in part any time
      and
      from time to time, following the Convertible Closing Date. Such conversion
      shall
      be effectuated by providing the Company, or its attorney, with that portion
      of
      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. When the Convertible Debenture has been provided
      to
      the Company, the Holder can elect to either reissue the Convertible Debenture,
      or continually convert the existing Debenture. Any Notice of Conversion faxed
      by
      the Holder to the Company on a particular day shall be deemed to have been
      received no later than the previous business day (receipt being via a
      confirmation of the time such facsimile to the Company is received).


    


    (b)  Common
      Stock to be Issued.Upon
      the
      conversion of any Convertible Debentures by the Holder, 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 specified denominations representing the number
      of
      shares of Common Stock issuable upon such conversion. In the event that the
      Debenture is deemed saleable under Rule 144 of the Securities Exchange Act
      of
      1933, 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 for 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 of the Shares of Common Stock to be issued and
      shall maintain an appropriate ledger containing the necessary information with
      respect to each Convertible Debenture. The Company warrants that no instructions
      have been given or will be given to the transfer agent which limit, or otherwise
      prevent resale and that the Common Stock shall otherwise be freely resold,
      except as may be set forth herein or subject to applicable law.

    


    (c)  Conversion
      Rate.
      The
      Holder is entitled to convert the
      Debenture Residual Amount, plus accrued interest and penalties, anytime
      following the Convertible Maturity Date, at the lesser of (i) fifty percent
      (50%) of the lowest closing bid price during the fifteen (15) trading
      immediately preceding the Convertible Maturity Date, or (ii) 100% of the lowest
      bid price for the twenty (20) trading days immediately preceding the Convertible
      Maturity 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 to the nearest whole share.

    


    (d)  Nothing
      contained in the Convertible Debenture shall be deemed to establish or require
      the Company to pay interest to the Holder at a rate in excess of the maximum
      rate permitted by applicable 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. In the event
      this Section 4.4(d) applies, the Parties agree that the terms of this Note
      remain in full force and effect except as is necessary to make the interest
      rate
      comply with applicable law.

    


    (e)  The
      Holder shall be treated as a shareholder of record on the date the Company
      is
      required to issue the Common Stock to the Holder. If prior to the issuance
      of
      stock certificates, the Holder designates another person as the entity in the
      name of which the stock certificates requesting the Convertible Debenture are
      to
      be issued, 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. If the Holder converts any part
      of
      the Convertible Debentures, the Company shall issue to the Holder a new
      Convertible Debenture equal to the unconverted amount, immediately upon request
      by the Holder. 

    


    (f)  Within
      five (5) 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 five (5)
      business days after the Conversion Date, the Company shall pay to the Holder
      an
      additional one percent (1%) per day in cash of the full dollar value of the
      Debenture Residual Amount then remaining after conversion, compounded daily.
      

    


    (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 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. Any Convertible Debentures or any portion thereof, which cannot
      be converted due to the Company's lack of sufficient authorized common stock
      (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 the Holder, by facsimile,
      within one (1) business day of such default.

    


    (h)  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 payment shall be
      made
      to the Holder within five (5) business days, or (ii) in the event Holder elects
      to take such payment in stock, the Holder may convert at the conversion rate
      set
      forth in the first sentence of this paragraph within five (5) business days
      until the expiration of the conversion period.

    


    (i)  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 irreparable harm,
      and
      that the actual damages to the Holder 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 under the
      circumstances, do 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. 

    


    (j)  If,
      by
      the third (3rd) business day after the Conversion Date, any portion of the
      shares of the Convertible Debentures have not been delivered to the Holder
      and
      the Holder purchases, in an open market transaction or otherwise, shares of
      Common Stock (the "Covering Shares") necessary to make delivery of shares which
      would have been delivered if the full amount of the shares to be converted
      and
      delivered to the Holder, then 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.

    Article
      5  Additional
      Financing and Registration Statements

    


    Section
      5.1  The
      Company will not enter into any additional financing agreements whether for
      debt
      or equity, including those previously executed between the Company and a third
      party investor, without prior expressed written consent from the Holder.
      Violation of this Section 5.1 will result in an Event of Default and the Holder
      may elect to take the action or actions outlined in Article 4. 

    


    Section
      5.2  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. 

    


    Section
      5.3  If
      at any
      time while the Note is outstanding, the Company issues or agrees to issue to
      any
      entity or person, for any reason whatsoever, any common stock or securities
      convertible into or exercisable for shares of common stock (or modify any of
      the
      foregoing which may be outstanding prior to the execution of this Note), or
      issue debt, at terms deemed by the Holder to be more favorable to such person
      or
      entity, then the Holder is granted the right, at its election, to modify any
      such term or condition of the Note to be the same as any term or condition
      of
      this Note to match any more favorable terms provided by the Company to such
      entity or person. The rights of the Holder in this Section 5.3 are in addition
      to any other right the Holder has pursuant to this Note and the Security
      Agreement of this date between the Holder and the Company.

    


    Section
      5.4  During
      the period of time that this Note is in force, the Company's officers, insiders,
      affiliates or other related parties shall refrain from selling any
      Stock.


       


    Article
      6  Notice.

    


    Section
      6.1  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 delivery, 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,
      so long as it is properly addressed. 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
      Capital Management, LLC 

    Douglas
      Leighton

    50
      Commonwealth Ave, Suite 2

    Boston,
      MA 02116

    (617)
      301-4700

    (617)
      249-0947

    


    Section
      6.2  The
      Parties are required to provide each other with 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 on which the United
      States Stock Markets (“US Markets”) are closed (“Holiday”), such payment shall
      be made or condition or obligation performed on the last business day preceding
      such Saturday, Sunday or Holiday. 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
      and the obligation hereunder shall not be assigned,
      except as otherwise provided herein.

    


    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.

    


    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  Disputes
      Under This Agreement

    The
      parties to this Note will submit all disputes arising under it 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 Administration Expense

    


    The
      Company agrees to pay for related expenses associated with the proposed
      transaction of $65,000. This amount shall cover, but is not limited to, the
      following: due diligence expenses, UCC-1 filing fees, document creation
      expenses, closing costs, and transaction administration expenses. All such
      structuring and administration expenses shall be deducted from the first
      closing.

    


    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,
      without limitation, 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 B 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

    


    The
      Company shall use the funds for general corporate purposes.

    


    Article
      17  Waiver

    


    The
      Holder's delay or failure at any time or times hereafter to require strict
      performance by Company of any obligations, undertakings, agreements or covenants
      shall not waive, affect, or diminish any right of the Holder under this Note
      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 Note, and no Event of Default, shall be deemed
      to
      have been waived by the Holder, nor may this Note be amended, changed or
      modified, unless such waiver, amendment, change or modification is evidenced
      by
      a separate instrument in writing specifying such waiver, amendment, change
      or
      modification and signed by the Holder. 

    


    Article
      18  Senior
      Obligation 

    


    The
      Company shall cause this Note to be senior in right of payment to all other
      current or future debt of the Company. The Company warrants that it has taken
      all necessary steps to subordinate its other obligations to the rights of the
      Holder in this Note.

    


    Article
      19  Transactions
      With Affiliates 

    


    The
      Company shall not, and shall cause each of its Subsidiaries to not 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
      20  Equity
      Line Obligations

    


    On
      or
      before April 10, 2006, the Company shall file a registration statement
      (“Additional Registration Statement”) covering the resale of six hundred million
      (600,000,000) shares for the Equity Line. In the event the Company has not
      filed
      the Additional Registration Statement by April 10, 2006, the Company shall
      be in
      default and the Holder may elect to exercise the remedies outlined in Article
      4
      of this Agreement.

    


    Article
      21  Security
      

    


    The
      Holder shall have full right to exercise the Security Agreement between the
      Company and the Holder dated March 13, 2006.

    


    Article
      22  Miscellaneous

    


    Section
      22.1  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.

    


    Section
      22.2  The
      Company warrants that 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 as defined
      below. 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 lead to delisting of the Common
      Stock by the Principal Market.

    


    Section
      22.3  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.

    


    Section
      22.4  Authorization;
      Enforcement; Compliance with Other Instruments. (i) The Company has the
      requisite corporate power and authority to enter into and perform its
      obligations under this Note, and to issue the Note and Incentive Shares 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 Shares 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.

    


    Section
      22.5  The
      execution and delivery of this Note shall not alter the prior written agreements
      between the Company and the Holder, consisting of the prior Notes currently
      due
      to the Holder. This Note is the FINAL AGREEMENT between the Company and the
      Holder with respect to the terms and conditions set forth herein, and, the
      terms
      of this Note may not be contradicted by evidence of prior, contemporaneous,
      or
      subsequent oral agreements of the Parties. The execution and delivery of this
      Debenture is done in conjunction with the execution of the Security Agreement,
      as defined in Article 21.

    


    Section
      22.6  There
      are
      no disagreements of any kind presently existing, or reasonably anticipated
      by
      the Company to arise, between the Company and the accountants, auditors and
      lawyers formerly or presently used by the Company, including but not limited
      to
      disputes or conflicts over payment owed to such accountants, auditors or
      lawyers.

    


    Section
      22.7  All
      representations made by or relating to the Company of a historical nature and
      all undertakings described herein shall relate and refer to the Company, its
      predecessors, and the Subsidiaries. 

    


    Section
      22.8  The
      only
      officer, director, employee and consultant stock option or stock incentive
      plan
      currently in effect or contemplated by the Company has been submitted to the
      Holder or is described or within past filings with the United States Securities
      and Exchange Commission. The Company aggress not to initiate or institute any
      such plan or to issue stock options. 

    


    Section
      22.9  
      The
      Company acknowledges that its failure to timely meet any of its obligations
      hereunder, including, but without limitation, its obligations to make Payments,
      deliver shares and, as necessary, to register and maintain sufficient number
      of
      Shares, will cause the Holder to suffer irreparable harm and that the actual
      damage to the Holder 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 do 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 Note.

    


    *.*.
      *

    


    


    


    Any
      misrepresentations shall be considered a breach of contract and an Event of
      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, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS 

    CAPITAL
      MANAGEMENT, LLC 

    


    


    By:/s/
      Douglas H. Leighton       

    Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      B

    


    


    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                                                   
March
      2006 101

    ISSUANCE
      DATE                                                               
March
      6,
      2006

    MATURITY
      DATE                                                              
March
      6,
      2011

    


    FOR
      VALUE
      RECEIVED, DNAPrint Genomics, Inc., a Utah corporation (the “Company”), hereby
      promises to pay to the order of DUTCHESS
      PRIVATE EQUITIES FUND, L.P. (the
      “Holder”) by March 6, 2011, (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 3.2
      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 one cent ($.01) per share (“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  Disputes
      Under Agreement

    


    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.

    


    


    *.*.*

    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