**Exhibit
        10.39**











**REAFFIRMATION
      AGREEMENT**






This
      REAFFIRMATION AGREEMENT, dated as of August 30, 2006 (this “ Agreement ”),
      is
      made by Uluru Inc., a Nevada corporation (the “ Parent ”)
      and
      Uluru Delaware Inc. (f/k/a Uluru Inc. and the successor by merger with Uluru
      Acquisition Corp.), a Delaware corporation (the “ Guarantor ”)
      in
      favor of the Buyers (as defined below). Capitalized terms used herein but not
      specifically defined herein shall have the meanings ascribed to them in the
      Debentures referred to below.




WHEREAS,
      on or around October 12, 2005, Oxford Ventures, Inc., a Nevada corporation
      (now
      known as Uluru Inc., a Nevada corporation) and the Buyers identified on the
      signature pages thereto (collectively, the “ Buyers ”)
      entered into a Securities Purchase Agreement (as amended to date, the
“ Securities
      Purchase Agreement ”)
      pursuant to which Oxford Ventures, Inc., a Nevada corporation, issued and the
      Buyers purchased, at the first closing, Convertible Debentures in an amount
      up
      to $13,000,000;




WHEREAS,
      on or around October 12, 2005, Uluru Acquisition Corp, a Nevada corporation
      entered into the Guaranty Agreement (the “ Original
      Guaranty ”)
      in
      favor of the buyers listed on Schedule I thereto;




WHEREAS,
      to secure the Obligations of the Guarantor to the Buyers, the Guarantor and
      the
      Buyers entered into that certain Security Agreement, dated on or around October,
      12, 2005 (the “ Security
      Agreement ”)
      pursuant to which, among other things, the Guarantor granted to the Buyer a
      security interest in and to the Pledged Property (as defined in the Security
      Agreement); WHEREAS, to secure the Obligations of the Parent to the Buyers,
      the
      Parent and the Buyers entered into that certain Guarantor Security Agreement,
      dated on or around October, 12, 2005 (the “ Parent
      Security Agreement ”)
      pursuant to which, among other things, the Parent granted to the Buyer a
      security interest in and to the Pledged Property (as defined in the Parent
      Security Agreement);




WHEREAS,
      on March 31, 2006, Oxford Ventures, Inc., a Nevada corporation changed its
      name
      to Uluru, Inc., a Nevada corporation;




WHEREAS,
      on March 31, 2006, Uluru Acquisition Corp., a Delaware corporation merged with
      and into Uluru Inc., a Delaware corporation, and on June 8, 2006, Uluru Inc.,
      a
      Delaware corporation, changed its name to Uluru Delaware Inc.;




WHEREAS,
      on the date hereof, the Securities Purchase Agreement will be amended to provide
      for the purchase of Convertible Debentures at the second closing in an aggregate
      amount of $3,000,000 and, in connection therewith, (i) the Convertible
      Debentures issued to the Buyers will be amended and restated (the Convertible
      Debentures issued to the Buyers, as amended and restated, are hereinafter
      referred to as the “Debentures”) and (ii) the Investor Registration Rights
      Agreement, dated on or around October 12, 2005, by and among the Company and
      the
      Buyers will be amended and restated (the “ Amended
      and Restated Investor Registration Rights Agreement ”)




WHEREAS,
      on the date hereof, the Guarantor will enter into the Amended and Restated
      Guaranty Agreement (the “ Amended
      and Restated Guaranty ”)
      in
      favor of the Buyers; and




WHEREAS,
      the Guarantor is a wholly owned subsidiary of the Parent.




NOW
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the parties hereto hereby agree as follows:




1. Reaffirmation
      and Confirmation.




(a)
      The
      Parent hereby (i) acknowledges, confirms and agrees that the Parent Security
      Agreement (A) remains in full force and effect as security for the Obligations
      (as defined in the Parent Security Agreement), which includes the accrued but
      unpaid Liquidated Damages (as defined in the Amended and Restated Investor
      Registration Rights Agreement) specified in Section 2(e) of the Amended and
      Restated Investor Registration Rights Agreement, (B) is the valid and binding
      obligation of the Parent, and (C) is not subject to offset, deduction, defense
      or claim against any Buyer, and (ii) confirms, ratifies and reaffirms that
      the
      security interest granted to the Buyer, pursuant to the Parent Security
      Agreement in all of its right, title, and interest in all then existing and
      thereafter acquired or arising Pledged Collateral described therein, in order
      to
      secure prompt payment and performance of the Obligations (as defined in the
      Parent Security Agreement), is continuing and is and shall remain unimpaired
      and
      continue to constitute a first priority security interest in favor of the
      Buyers, with the same force, effect and priority in effect both immediately
      prior to and after entering into this Agreement, the Amended and Restated
      Guaranty, the Debentures and the Parent Security Agreement.




(b)
      The
      Guarantor hereby (i) acknowledges, confirms and agrees that the Security
      Agreement (A) remains in full force and effect as security for the Obligations
      (as defined in the Security Agreement), which includes the accrued but unpaid
      Liquidated Damages specified in Section 2(e) of the Amended and Restated
      Investor Registration Rights Agreement, (B) is the valid and binding obligation
      of the Guarantor, and (C) is not subject to offset, deduction, defense or claim
      against any Buyer, and (ii) confirms, ratifies and reaffirms that the security
      interest granted to the Buyers, pursuant to the Security Agreement in all of
      its
      right, title, and interest in all then existing and thereafter acquired or
      arising Pledged Collateral described therein, in order to secure prompt payment
      and performance of the Obligations (as defined in the Security Agreement),
      is
      continuing and is and shall remain unimpaired and continue to constitute a
      first
      priority security interest in favor of the Buyers, with the same force, effect
      and priority in effect both immediately prior to and after entering into this
      Agreement, the Amended and Restated Guaranty, the Debentures and the Security
      Agreement.




2. General
      Provisions .




(a)
      This
      Agreement does not and shall not affect any of the obligations of the parties
      hereto arising from the Debentures, all of which obligations shall remain in
      full force and effect. The execution, delivery and effectiveness of this
      Agreement shall not operate as a waiver of any right, power or remedy of any
      Buyer under the Debenture issued to it or any document executed in connection
      therewith, nor constitute a waiver of any provision of the Debenture or any
      other document relating thereto. This Agreement is for the benefit of each
      of
      the Buyers and is enforceable by the Buyers against the Guarantor and the
      Parent.




(b) Representations
      and Warranties .
      Each of
      the Guarantor and the Parent represents and warrants that (i) the execution,
      delivery and performance of this Agreement have been duly authorized by all
      necessary action, (ii) it has duly executed and delivered this Agreement, and
      (iii) this Agreement is a legal, valid and binding obligation of such Person,
      enforceable against such Person in accordance with its terms, except as may
      be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws affecting the enforcement of creditors’ rights generally and
      by general equitable principles (whether enforcement is sought by proceedings
      at
      law or in equity).




(c) Counterparts .
      This
      Agreement may be executed by one or more of the parties hereto in any number
      of
      separate counterparts and all of such counterparts taken together shall be
      deemed to constitute one and the same instrument. Delivery of an executed
      counterpart of this Agreement by facsimile or electronic mail shall be equally
      effective as delivery of an original executed counterpart.




(d) CHOICE
      OF LAW. THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS
      OR
      CHOICE OF LAW PRINCIPLES THEREOF.




(e) JURY
      TRIAL WAIVER .
      EACH
      PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
      OF
      ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
      DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, INCLUDING
      CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
      OR
      STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
      AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
      AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




**[Remainder
      of this page intentionally left blank]**









IN
      WITNESS WHEREOF, the undersigned have duly executed this Agreement as of this
      30th day of August, 2006.







ULURU
      INC., a Nevada corporation


By: /s/
      Kerry P. Gray


Kerry
      P.
      Gray


Chief
      Executive Officer





ULURU
      DELAWARE INC., a Delaware corporation


By: /s/
      Kerry P. Gray


Kerry
      P.
      Gray


Chief
      Executive Officer





CORNELL
      CAPITAL PARTNERS, LP


By:
      Yorkville Advisors, LLC, its General Partner





By:   /s/
      Ed
      Shinik


Name:
      Ed
      Shinik


Title:
      Chief Financial Officer





PRENOX,
      LLC


By:
      Prentice Capital Management, LP its Manager


By: /s/
      Matt Hoffman


Name:
      Matt Hoffman


Title:
      General Counsel