PROMISSORY NOTE

FACE  AMOUNT                                       $1,300,000
PRICE                                              $1,000,000
INTEREST  RATE                                     0%  per  month
NOTE  NUMBER                                       May-2006-101
ISSUANCE  DATE                                     May  19,  2006
MATURITY  DATE                                     May  19,  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,  II,  L.P.  (collectively, the "Holder") by the Maturity Date, or earlier,
the Face Amount of One Million Three Hundred Thousand Dollars ($1,300,000) 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)  submitted  to the Investor from the Company; or, b) one hundred and eight
thousand  five  hundred dollars ($108,500) (the "Payment Amount") until the Face
Amount is paid in full, minus any fees due. The First Payment will be due on the
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 and eight
thousand five hundred dollars ($108,500) per month due to the Holder as Payment.
("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.

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  6,  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
       addressStreet900  Cocoanut  Avenue
       Sarasota,  FL  34236

Telephone:  (941)  366-3400
Fax:        (941)  952-9770

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 PlaceTypeCommonwealth of PlaceNameMassachusetts applicable to agreements
that  are  negotiated,  executed,  delivered  and  performed  solely  in  the
PlaceTypeplaceCommonwealth  of  PlaceNameMassachusetts.

ARTICLE  11          Disputes  Under  This  Agreement

     The  parties  to  this  Note  will  submit all disputes arising under it to
arbitration in CityplaceBoston, StateMassachusetts 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
PlaceTypeplaceCommonwealth  of  PlaceNameMassachusetts.  No  party  to  this
agreement  will  challenge  the  jurisdiction or venue provisions as provided in
this  section.  Nothing in this section shall limit the Holder's right to obtain
an  injunction  for  a  breach  of  this  Agreement  from  a  court  of  law.

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  $90,000.  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

     At  such  time, when the Company's current effective registration statement
for  the  Equity Line of Credit with Dutchess Private Equities, II, LP (File No:
333-133168),  has  fifty  million  (50,000,000)  shares  or  less  remaining for
 ---------
issuance,  or  upon  the  request  of  the Holder, the Company shall immediately
execute  a  new Investment Agreement for an Equity Line of Credit under the same
terms and conditions as the previous Equity Line.  The Company shall immediately
prepare  and  file  a  registration  statement  underlying  the  shares  in  the
Investment  Agreement,  to  be filed only with the Holder's consent.  The Holder
shall  also  retain  the  right  to  determine  the  date  of  the filing of the
registration  statement.  Failure to do any action outlined in this Article will
result  in  an  Event  of  Default.

ARTICLE  21          Security

     The Holder shall have full right to exercise the Security Agreement between
the  Company  and  the  Holder  dated  March  6,  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.

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,  II,  L.P.
BY  ITS  GENERAL  PARTNER  DUTCHESS
CAPITAL  MANAGEMENT,  LLC


By: /s/  Douglas  H.  Leighton
    -----------------------------
Name:    Douglas  H.  Leighton
Title:   A  Managing  Member
























                                    EXHIBIT 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                                May  2006  101
ISSUANCE  DATE                                     May  17,  2006
MATURITY  DATE                                     May  17,  2011

     FOR  VALUE  RECEIVED, DNAPrint Genomics, Inc., a StateplaceUtah corporation
(the  "Company"),  hereby  promises  to  pay  to  the  order of DUTCHESS PRIVATE
EQUITIES  FUND, II, L.P.  (the "Holder") by May 17, 2011, (the "Maturity Date"),
the  principal  amount  of  Three Hundred and Thirty Thousand Dollars ($330,000)
country-regionplaceU.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  CityplaceSale.  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
     addressStreet900  Cocoanut  Avenue
CityplaceSarasota,  StateFL  PostalCode34236
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 StateplaceNew 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 PlaceTypeCommonwealth of PlaceNameMassachusetts applicable to agreements
that  are  negotiated,  executed,  delivered  and  performed  solely  in  the
PlaceTypeplaceCommonwealth  of  PlaceNameMassachusetts.

ARTICLE  10          Disputes  Under  Agreement

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with  the laws of the PlaceTypeplaceCommonwealth of
PlaceNameMassachusetts,  without  regard to principles of conflict of laws.  The
parties  to this agreement will submit all disputes arising under this agreement
to arbitration in CityplaceBoston, StateMassachusetts 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  PlaceTypeplaceCommonwealth of PlaceNameMassachusetts.  No party to
this  agreement  will challenge the jurisdiction or venue provisions as provided
in  this  section.  Nothing  in  this  section shall limit the Holder's right to
obtain  an  injunction  for  a  breach  of  this  Agreement from a court of law.


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.


                                      *.*.*


<PAGE>
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