PROMISSORY NOTE

FACE AMOUNT                                      $840,000
PRICE                                            $700,000
INTEREST RATE                                    0% per month
NOTE NUMBER                                      August-2005-101
ISSUANCE DATE                                    August 1, 2005
MATURITY DATE                                    August 1, 2006

FOR VALUE RECEIVED, DNAPrint Genomics, Inc., a Utah corporation (the "Company"),
(OTC BB: DNAP) hereby promises to pay to the order of DUTCHESS  PRIVATE EQUITIES
FUND, It 6 0 I, L.P. (the "Holder") by the Maturity Date, or earlier, the Amount
of Eight Hundred and Forty Thousand Dollars ($840,000) 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) fifty  percent (50%) of each Put to the Investor from the Company;
or, b) seventy thousand dollars  ($70,000) (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. 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.

      Section 1.1 Payment Increase

            The Holder  shall have the option to increase  the Payments due from
each Put based on the aggregate amount of funds raised by the Company.  Upon the
Company receiving an aggregate amount of an additional  dollars  ($1,000,000) in
financing from the Holder,  any other financial  institution or person, the sole
exception being any funds received under the current financing agreement with La
Jolla Cove Capital ("La Jolla"),  the Company shall  increase the Payment Amount
based on the following schedule:

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Total Additional Aggregate Dollars                          Payment Amount
Raised:                                               (as a percentage of a Put)
--------------------------------------                --------------------------
Up to $1,000,000                                              50%
Over $1,000,000 to $1,500,000                                 75%
Over $1,500,000 to $2,000,000                                 80%
Over $2,000,000                                               100%

            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 Total  Aggregate  Dollars  Raised.
The Holder  shall retain the sole right and from time to time may elect to lower
the  amount of a payment  ("Lowered  Payment  Amount")  if so  requested  by the
Company.  In the event of a Lowered Payment Amount,  the next payment under this
Note will be increased by the greater of 1) the  percentage  difference  between
the next Payment and the Lowered Payment Amount (Example:  If the Company places
a Put for $100,000  ($50,000 of which would go toward payment of the Face Amount
of this Note) and the Company  requests a Lowered Payment such that $30,000 will
go toward payment of the Face Amount of this Note (thus, the Company owes Holder
$20,000,  which is 40% of the total  amount owed to the Holder  under such Put),
and the next Put is for $500,000  ($250,000  of which will go toward  payment of
the Face Amount of this Note),  then the total  amount owed to the Holder  under
this Put will be $250,000  multiplied  by 1.40) or 2) the actual  dollar  amount
difference between the next payment and the Lowered Payment Amount.

            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.

Article 2 Collateral

      The  Company   does  hereby   agree  to  issue  twenty  (20)  Put  Notices
("Collateral") to the Investor for the full amount applicable under the terms of
the Equity Line Investment Agreement ("Investment Agreement") and shall do so at
the maximum frequency allowed under the Investment Agreement, until such time as
the  Note is paid in  full.  The  Company  shall  deliver  the  Collateral  upon
execution of this Note (hereto  attached as Exhibit A). 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.

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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 Residual Amount by ten percent (10%) as an initial penalty
and  two and  one-half  percent  (2.5%)  per  month  paid  as  liquated  damages
("Liquidated  Damages").  The Liquated 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. (f) The Company fails to file the
Additional Registration Statement with the SEC by July 12, 2005, 5:30 pm Eastern
Daylight Time.

      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.

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

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      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.

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<PAGE>

      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
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 or
down, as the case may be, to the nearest whole share.

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<PAGE>

            (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 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, 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 fifth (5th)  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.

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<PAGE>

      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.

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<PAGE>

            (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.

  ________     _____                                       DNAP Note August 2005
  RG            DHL


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<PAGE>

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
sole exception shall be any funds received under the current financing agreement
with La Jolla.

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
         312 Stuart Street, Third Floor
         Boston, MA  02116
         (617) 960-3570

      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.

  ________     _____                                       DNAP Note August 2005
  RG            DHL


                                       9
<PAGE>

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.

  ________     _____                                       DNAP Note August 2005
  RG            DHL


                                       10
<PAGE>

Article 12 Conditions to Closing

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

Article 13 Structuring Fee

      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.

  ________     _____                                       DNAP Note August 2005
  RG            DHL


                                       11
<PAGE>

Article 15 Investor Shares

      The Company  shall issue two million  five  hundred  thousand  (2,500,000)
shares of  unregistered,  restricted  Common Stock to the Holder as an incentive
for the  investment  ("Shares").  The  Shares  shall  be  issued  and  delivered
immediately to the Holder and shall carry  piggyback  registration  rights.  The
Investor's  Shares shall be deemed  fully  earned as of the date hereof.  In the
event the Shares are not  registered  in the next  registration  statement,  the
Company shall pay to the Holder, as a penalty, one million five hundred thousand
(1,500,000)  additional  shares  of common  stock  for each time a  registration
statement is filed and the Shares are not included. The Holder retains the right
to waive such penalty,  in the event Holder  chooses to do so.  Failure to do so
will  result in an Event of Default  and the Holder may elect to take the action
outlined in Article 4. This Event of Default will survive this  Agreement  until
such time as the Shares are no longer under the control of 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 Prior Note with Holder

      Both  Parties  hereby agree that the Articles of the prior note (June 2005
101) ("Prior  Note") and all terms and  conditions  described in the Articles of
the Prior Note shall remain in tact and fully  enforceable under those terms and
conditions.

      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

  ________     _____                                       DNAP Note August 2005
  RG            DHL


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