JOINT VENTURE FRAMEWORK AGREEMENT

between

Biofrontera Pharmaceuticals GmbH, Hemmelrather Weg 201, 51377 Leverkusen,
Germany

including its affiliated companies Biofrontera AG and Biofrontera Discovery GmbH

                                                                 - Biofrontera -

and

DNAPrint genomics Inc., 900 Cocoanut Ave. Sarasota, FL 34236, USA

                                                                    - DNAPrint -

         Preamble:

DNAPrint and Biofrontera AG have agreed that DNAPrint will invest EUR 20,000,000
in Biofrontera AG in return for shares in Biofrontera AG created via a share
capital increase pursuant to the investment agreement dated the same date as
this Agreement (the DNAPrint Investment Agreement).

DNAPrint and Biofrontera both own technologies that provide an ideal fit to
discover new drugs and develop them to market. To make optimal use of the
combined resources, they have agreed to set out Joint Ventures with the
objective to develop medications for sale.

1.    Definitions

1.1   Agreement means this joint venture framework agreement;

      Know-how means all technical information, experience and data (including
      drawings, specifications, computer programs and documentation) relating to
      the Agreement, in particular all results of research and development work
      in relation to this Agreement, including the results of the pre-clinical
      and clinical developments (including phase II and phase III), all public
      and non-public dossiers, synthesis descriptions and documentation, and any
      formulations.

                                       1
<PAGE>

      SEC Approval means the approval as defined in Clause 12 of the DNAPrint
      Investment Agreement.

      Joint Venture means a contractual or corporate joint venture formed on the
      basis of this Agreement.

1.2   Unless otherwise specified, any reference to Clauses and Subclauses are
      references to clauses and Subclauses of this Agreement.

1.3   Defined terms importing the singular shall include the plural and vice
      versa.

1.4   Unless otherwise specified, temporal limits and events expressed in this
      Agreement are inclusive.

1.5   Unless otherwise specified the terms "in particular" and "including" shall
      mean respectively, "including but without limitation" and "in particular
      but without limitation".

2.    intention to create joint ventures

2.1   DNAPrint and Biofrontera both own technologies that provide an ideal fit
      to discover new drugs and develop them to market. To make optimal use of
      the combined resources, they have agreed to set out Joint Ventures with
      the objective to develop medications for sale. The parties will openly
      exchange confidential information about their respective technologies, and
      agree to undertake commercially reasonable practices to within 90 days or
      sooner enter into a definitive agreement upon the formation of mutually
      beneficial Joint Ventures for the joint development of selected projects.
      Each Joint Venture shall be formed under a separate agreement, the general
      principles of which are set out in Clause 3.

      The parties or their affiliated companies have the following compounds and
      technologies under development:

      Biofontera's projects at the preclinical research stage include

                  Cathepsin inhibitors

                  Inhibitors for protease activated receptors

                  Inhibitors for sphingomyelinase

                  Kinase inhibitors

      Biofrontera's projects at the preclinical development stage include

                  - 5-HT2B receptor inhibitor for migraine prophylaxis

      Biofrontera's projects at the clinical development stage include

                  Histidine decarboxylase inhibitor (Phase II)

                  Skin cancer drug (Phase II, inlicensing deal currently closed)

      DNAPrint's projects include

                  Ovanome - Taxol/Carboplatin efficacy

                                       2
<PAGE>

                  Statnome - Lipitor, Zocor, efficacy

                  Statnome Muscle - Lipitor, Zocor adverse myalgia response

                  Acenome - Enalapril, Lisinopril efficacy

                  Acenome Musc - Enalapril, Lisinopril adverse cough

                  Immunosuppressants - Sirolimus, Tacrolimus, Mycophenolate
                  mofetil efficacy in transplant patients

      Moffitt projects

                  1) Response of Metastatic Colorectal Cancer to
                  Irinotecan/Capecitabine (Xeliri) and Oxaliplatin/Capecitabine
                  (Xelox)

                  2) Melphalan and Topotecan (MT) efficacy for treatment of
                  Multiple Myeloma

                  3) Cyclophosphamide efficacy

                  4) Organistron adverse events - post operative nausea and
                  vomiting

                  5) Esophageal malignancy chemotherapy response - standard FDA
                  treatment

3.    GENERAL TERMS OF EACH JOINT VENTURE

3.1   Biofrontera's contribution to the Joint Venture will consist in a licence
      to the Joint Venture to use selected technology related Know-how and
      related intellectual property relevant to the business objective of the
      Joint Venture. DNAPrint's contribution to the Joint Venture shall consist
      either in kind i.e. research and development or cash and selected
      technology related Know-how and related intellectual property relevant to
      the business objective of the Joint Venture.

3.2   The parties agree that the relative values of the inputs of both parties
      defined in Subclause 3.1 will be reflected by the equity ownership in the
      Joint Venture, or otherwise as mutually agreed.

3.3   No party shall be obliged to assign any of its intellectual property
      rights to the Joint Venture. Each invention made by or on behalf of a
      party shall vest in that party. Each party will protect its inventions
      relevant to the business objective of the Joint Venture, and license them
      and relevant Know how to the Joint Venture. Depending on the relevant
      business objective of the Joint Venture, the grant of licences to the
      Joint Venture shall have the objective to put the Joint Venture into the
      position of exclusive worldwide marketing rights for the development and
      exploitation of selected drug candidates.

3.4   The term of the Joint Venture shall be until either expiration of last
      patent protecting the relevant product marketed by the Joint Venture or 10
      years from first sales, whichever event is later.

3.5   Profits shall be shared according to participation in the Joint Venture.

3.6   The parties shall establish and mutually agree upon (i) an overall plan to
      develop the product to market and (ii) rolling annual development plans.

                                       3
<PAGE>

3.7   In case of non-performance or late performance by either party (including
      delay of more than six months compared to the yearly development plan
      unless caused by project-related unforeseen events):

(a)   the party in default looses its right to develop the product and will
      agree to transfer to the other party a percentage in its ownership in the
      Joint Venture that corresponds to the percentage of the total development
      cost that has not been spent up to this point, or

(b)   each party has the right to offer its part to the other party in exchange
      for royalties or outright sale of its ownership.

4.    Term

4.1   This Agreement shall commence on signing and is valid for four years. This
      Agreement will be automatically renewed for further two years if not
      terminated by one of the Parties with six month's prior written notice.

4.2   The right to terminate this Agreement without notice for cause shall
      remain unaffected.

5.    Condition SUBSEQUENT

This  Agreement shall cease to be binding if the SEC Approval is not granted
      within 120 days after the signing of this Agreement unless agreed
      otherwise.

6.    Confidentiality

6.1   Each party undertakes to keep strictly confidential any and all secret
      Know-how and other proprietary information received from the other party
      prior to and during the term of this Agreement or any Joint Venture
      agreement (Information). Each party shall use such Information only for
      the purposes of the evaluation of the possibility of entering into a Joint
      Venture and may not make available Information to any third party. The
      obligation not to disclose Information shall not apply to any part of such
      Information that: (i) is or becomes part of the public domain other than
      by unauthorized acts of the party obligated not to disclose such
      Information or sublicensees; (ii) can be shown by written documents to
      have been disclosed to the receiving party or sublicensees by a third
      party, provided such Information was not obtained by such third party in
      violation of a confidentiality obligation vis-a-vis the disclosing party;
      (iii) prior to disclosure under this Agreement, was already in the lawful
      possession of the receiving party or its sublicensees; (iv) can be shown
      by written documents to have been independently developed by the receiving
      party without breach of any of the provisions of this Agreement; or (v) is
      or must be disclosed by the receiving party pursuant to interrogatories,
      requests for information or documents, subpoena, civil investigative
      demand issued by a court or governmental agency or as otherwise required
      by federal or state law or regulation (including, for the sake of
      clarification, under FDA rules and regulations), provided that the
      receiving party notifies the other party immediately upon receipt of a
      request, interrogatory, court decree etc under which information must be
      disclosed and grants the disclosing party the possibility to seek legal
      protection against such disclosure and limits the scope of disclosure to
      that portion of the Information that is legally required to be disclosed.
      Each party undertakes to allow only access to Information to employees on
      a need to know basis and to impose the above duty of confidentiality on
      all of its employees who could acquire Information. To the extent
      reasonably possible, employees shall be made subject to the duty of
      confidentiality even after expiry or termination of their employment.

                                       4
<PAGE>

6.2   On expiry or termination of this Agreement each party shall return to the
      other all documents containing Information of the other, unless this
      Information may be used under a Joint Venture agreement.

6.3   The parties' obligations under this Clause 6 shall survive the term of
      this Agreement.

7.    WARRANTY

      Each party warrants that it is not prevented from entering into this
      agreement or to assume any of its obligations under this Agreement by
      virtue of agreements with third parties, by law or otherwise.

8.    General Provisions

8.1   This agreement is binding on both parties, which will use commercially
      reasonable efforts to exploit mutually beneficial opportunities and
      technologies.

8.2   This Agreement may not be assigned or otherwise transferred by either
      party to a third party without the prior written consent of the other
      party; provided however, that either party may, without such consent,
      assign its position under the Agreement as a whole in connection with a
      merger, consolidation or sale of substantially all of such party's assets
      to an unrelated third party or a sale to an unrelated third party of all
      or a substantial portion of its business of which the transaction
      contemplated hereby is a part unless where the third party is a competitor
      of the other party, in which case the merger, consolidation or sale shall
      require the prior written consent of the other party, which consent shall
      not be unreasonably withheld or delayed. The assigning party's rights and
      obligations under this Agreement shall be assumed in writing by the
      assignee and the assigning party shall inform the other party of the
      assignment without undue delay after the assignment.

8.3   This Agreement contains the whole agreement between the parties relating
      to its subject matter and supersedes all previous agreements of the
      parties relating to the subject matter, in particular the letter of intent
      between DNAPrint and Biofrontera dated 23 July 2004.

8.4   Amendments or supplements to this Agreement must be in written form in
      order to be legally valid. The foregoing applies also to any waivers of
      this written form requirement. To the extent to which this Agreement
      stipulates that declarations shall be effected in written form, the
      submission by fax or email shall suffice.

8.5   If any current or future term of this Agreement is wholly or partially
      invalid or unenforceable or subsequently becomes invalid or unenforceable,
      this shall not affect the validity of the remaining terms of the
      Agreement. The same applies if it is ascertained that this Agreement
      contains a gap. In place of the gap, an appropriate term will apply which,
      to the extent permitted by law, most closely reflects that which the
      parties intended or would have intended given the spirit and purpose of
      this Agreement if they had considered the issue upon execution of this
      Agreement. The foregoing shall apply even if the invalidity of a term is
      based on a measurement of performance or time (period/deadline) set forth
      in this Agreement. In such a situation, a legally permitted measurement of
      performance or time (period/deadline) which most closely reflects that
      which was intended shall replace the agreed term.

8.6   This Agreement shall be executed in two or more counterparts, each of
      which shall be deemed to be an original but all of which together shall
      constitute one and the same instrument.


                                       5
<PAGE>

9.    Costs

      Each party shall bear its own costs and expenses in connection with this
      Agreement including legal, accounting and other advisory fees and costs
      for any regulatory filings unless this Agreement provides otherwise.

10.   Governing Law and Jurisdictions

10.1  This Agreement is governed by and shall be constituted in accordance with
      the laws of the Federal Republic of Germany with the exclusion of the
      United Nations convention on contracts for the international sale of
      goods.

10.2  To the extent legally permissible each party submits to the exclusive
      jurisdiction of the courts of Frankfurt am Main, Germany for all purposes
      relating to this Agreement. The parties waive any objection to the German
      courts on grounds that they are an inconvenient or inappropriate forum to
      settle any such dispute. DNAPrint shall at any time have appointed an
      agent for service of process domiciled in Germany and undertakes to inform
      the Biofrontera of any change within a period of ten (10) days after the
      change has been effected. ss. 170 of the BGB shall remain unaffected.
      DNAPrint herewith appoints Mayer, Brown, Rowe & Maw LLP, Bockenheimer
      Landstra(beta)e 98-100, 60323 Frankfurt am Main as its agent in Germany
      for service of process.

      Date/Place:

      -----------------------------------

      DNAPrint genomics Inc.

      Date/Place:

      -----------------------------------
      Biofrontera Pharmaceuticals GmbH

      also for and on behalf of Biofrontera AG and Biofrontera Discovery GmbH

                                       6