REGISTRATION RIGHTS AGREEMENT

      Registration Rights Agreement (the "Agreement"), dated as of September 28,
2004, by and between DNAPrint Genomics,  Inc., a corporation organized under the
laws of State of Utah,  with its  principal  executive  office  at 900  Cocoanut
Avenue,  Sarasota,  FL 34236 , (the  "Company"),  and Dutchess  Private Equities
Fund, II, L.P., a Delaware limited  partnership with its principal office at 312
Stuart Street, Boston, MA 02116 (the "Holder").

      Whereas,  in connection  with the Investment  Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company has agreed to issue and sell to the Investor an indeterminate  number of
shares of the  Company's  Common  Stock,  $0.01 par value per share (the "Common
Stock"), to be purchased pursuant to the terms and subject to the conditions set
forth in the Investment Agreement; and

      Whereas,  to induce the  Investor to execute  and  deliver the  Investment
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.

      Now therefore,  in consideration of the foregoing  premises and the mutual
covenants contained hereinafter and other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investor hereby agree as follows:

SECTION 1. DEFINITIONS.

      As used in this  Agreement,  the following  terms shall have the following
meanings:

      "Execution Date" means the date first written above.

      "Investor"  means  Dutchess  Private  Equities  Fund, II, L.P., a Delaware
limited partnership.

      "Person" means a corporation, a limited liability company, an association,
a partnership,  an organization,  a business,  an individual,  a governmental or
political subdivision thereof or a governmental agency.

      "Potential Material Event" means any of the following:  (I) the possession
by the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (II) any material engagement or activity by the Company which would,
in the good faith  determination  of the Board of Directors  of the Company,  be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  Registration  Statement  would be  materially
misleading absent the inclusion of such information.

      "Principal  Market"  shall  mean The  American  Stock  Exchange,  National
Association of Securities Dealer's,  Inc.  Over-the-Counter  electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal market on which the Common Stock is listed.

      "Register,"  "Registered,"  and  "Registration"  refer  to a  registration
effected by  preparing  and filing one (1) or more  Registration  Statements  in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule providing for offering  securities on a continuous  basis ("Rule
415"),  and the declaration or ordering of  effectiveness  of such  Registration
Statement(s)  by the United  States  Securities  and  Exchange  Commission  (the
"SEC").
<PAGE>

      "Registrable  Securities"  means (I) the shares of Common  Stock issued or
issuable  pursuant to the Investment  Agreement,  and (II) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a result of any stock  split,  stock  dividend,  recapitalization,  exchange  or
similar event or otherwise,  which have not been (X) included in a  Registration
Statement  that  has  been  declared  effective  by the  SEC or (Y)  sold  under
circumstances  meeting  all of the  applicable  conditions  of Rule  144 (or any
similar provision then in force) under the 1933 Act.

      "Registration  Statement"  means a  registration  statement of the Company
filed under the 1933 Act covering the Registrable Securities.

      All  capitalized  terms used in this  Agreement and not otherwise  defined
herein  shall  have  the  same  meaning  ascribed  to them as in the  Investment
Agreement.

SECTION 2. REGISTRATION.

      (A) Within ten (10) business days of the execution of this Agreement,  the
Company shall have provided a draft of the Registration  Statement  covering the
Registrable   Securities  to  the  Investor.  The  Company  shall,  as  soon  as
practicable,  but not  later  than  thirty  (30)  calendar  days  following  the
Execution  of this  agreement,  file with the SEC a  Registration  Statement  or
Registration  Statements  (as is  necessary)  on Form S-2 (or,  if such  form is
unavailable for such a registration, on such other form as is available for such
a registration), covering the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under the 1933 Act, such  Registration  Statement  also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon stock splits,  stock dividends or similar  transactions.  The Company shall
initially  register for resale at least 300,000,000 shares of Common Stock which
would be issuable on the date preceding the filing of the Registration Statement
based on the closing bid price of the  Company's  Common  Stock on such date and
the amount reasonably  calculated that represents Common Stock issuable to other
parties as set forth in the Investment  Agreement  except to the extent that the
SEC requires the share amount to be reduced as a condition of effectiveness..

      (B) The  Company  shall use  commercially  reasonable  efforts to have the
Registration  Statement(s)  declared  effective  by the SEC within  ninety  (90)
calendar days after the Execution Date.

      (C)  The  Company  agrees  not to  include  any  other  securities  in the
Registration  Statement covering the Registrable  Securities,  other than as set
forth on Schedule 2(c) without  Investor's  prior written consent which Investor
may withhold in its sole  discretion.  Furthermore,  the Company  agrees that it
will not file any  other  Registration  Statement  for other  securities,  until
thirty  calendar  days  after the  Registration  Statement  for the  Registrable
Securities is declared effective by the SEC.

SECTION 3. RELATED OBLIGATIONS.

      At  such  time  as  the  Company  is  obligated  to  prepare  and  file  a
Registration  Statement  with the SEC pursuant to Section 2(a), the Company will
effect the  registration  of the  Registrable  Securities in accordance with the
intended method of disposition  thereof and, with respect  thereto,  the Company
shall have the following obligations:

      (A) The Company shall use  commercially  reasonable  efforts to cause such
Registration   Statement  relating  to  the  Registrable  Securities  to  become
effective  within ninety (90) days after the Execution  Date and shall keep such
Registration  Statement  effective until the earlier to occur of (I) the date on
which (A) the Investor shall have sold all the Registrable  Securities;  and (B)
the Investor has no right to acquire any additional shares of Common Stock under
the Investment Agreement (the "Registration Period"). The Registration Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein)  shall not contain any untrue  statement of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading.  The Company shall use commercially reasonable efforts to respond to
all SEC comments within seven (7) business days from receipt of such comments by
the Company. The Company shall use commercially  reasonable efforts to cause the
Registration   Statement  relating  to  the  Registrable  Securities  to  become
effective no later than three (3)  business  days after notice from the SEC that
the  Registration  Statement may be declared  effective.  The Investor agrees to
provide all  information  which it is required by law to provide to the Company,
including the intended method of disposition of the Registrable Securities,  and
the Company's obligations set forth above shall be conditioned on the receipt of
such information.


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<PAGE>

      (B) The  Company  shall  prepare  and file  with  the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities of the Company  covered by such  Registration  Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the  Investor
thereof as set forth in such Registration  Statement. In the event the number of
shares of Common Stock covered by a  Registration  Statement  filed  pursuant to
this  Agreement  is at any time  insufficient  to cover  all of the  Registrable
Securities,  the Company shall amend such Registration  Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but in any  event  within  thirty  (30)  calendar  days  after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and other  relevant  factors on which the  Company  reasonably  elects to rely),
assuming the Company has  sufficient  authorized  shares at that time, and if it
does not, within thirty (30) calendar days after such shares are authorized. The
Company shall use commercially reasonable efforts to cause such amendment and/or
new Registration  Statement to become effective as soon as practicable following
the filing thereof.

      (C) The Company  shall make  available to the Investor  whose  Registrable
Securities  are included in any  Registration  Statement  and its legal  counsel
without charge (I) promptly after the same is prepared and filed with the SEC at
least one (1) copy of such Registration  Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference  and all exhibits,  the  prospectus  included in such  Registration
Statement  (including  each  preliminary  prospectus)  and, with regards to such
Registration Statement(s),  any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives; (II) upon the effectiveness of
any  Registration  Statement,  the Company  shall make  available  copies of the
prospectus,   via  EDGAR,  included  in  such  Registration  Statement  and  all
amendments and supplements  thereto;  and (III) such other documents,  including
copies of any  preliminary or final  prospectus,  as the Investor may reasonably
request  from  time  to time in  order  to  facilitate  the  disposition  of the
Registrable Securities.

      (D) The Company shall use commercially  reasonable efforts to (I) register
and qualify the Registrable Securities covered by a Registration Statement under
such other  securities or "blue sky" laws of such states in the United States as
any Investor reasonably requests;  (II) prepare and file in those jurisdictions,
such amendments  (including  post-effective  amendments) and supplements to such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period;  (III) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (IV) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (X) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), or (Y) subject itself to general taxation in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Registrable  Securities of the receipt by the Company of any  notification  with
respect to the suspension of the  registration  or  qualification  of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in the  United  States  or its  receipt  of  actual  notice of the
initiation or threatening of any proceeding for such purpose.


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<PAGE>

      (E) As promptly as practicable  after  becoming  aware of such event,  the
Company  shall  notify  Investor in writing of the  happening  of any event as a
result of which the prospectus included in a Registration  Statement, as then in
effect,  includes an untrue  statement of a material fact or omission to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading  ("Registration  Default")  and use all diligent  efforts to promptly
prepare a supplement  or amendment to such  Registration  Statement and take any
other  necessary  steps  to  cure  the  Registration  Default,  (which,  if such
Registration  Statement is on Form S-3, may consist of a document to be filed by
the Company with the SEC pursuant to Section  13(a),  13(c),  14 or 15(d) of the
1934  Act  (as  defined  below)  and  to be  incorporated  by  reference  in the
prospectus)  to correct such untrue  statement or omission,  and make  available
copies of such supplement or amendment to each Investor.  The Company shall also
promptly notify  Investor (I) when a prospectus or any prospectus  supplement or
post-effective  amendment has been filed,  and when a Registration  Statement or
any  post-effective  amendment  has become  effective  (the Company will prepare
notification of such  effectiveness  which shall be delivered to the Investor on
the same day of such  effectiveness  and by overnight mail),  additionally,  the
Company will promptly provide to the Investor, a copy of the effectiveness order
prepared by the SEC once it is received by the  Company;  (II) of any request by
the SEC for amendments or  supplements  to a  Registration  Statement or related
prospectus  or  related   information,   (III)  of  the   Company's   reasonable
determination that a post-effective  amendment to a Registration Statement would
be  appropriate,  (IV) in the  event  the  Registration  Statement  is no longer
effective,  or (V)  if  Registration  Statement  is  stale  as a  result  of the
Company's  failure to timely  file its  financials  or  otherwise.  The  Company
acknowledges  that its failure to cure the Registration  Default within ten (10)
business  days will cause the Investor to suffer  damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include 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.  It is the intention of the parties that interest  payable
under any of the terms of this  Agreement  shall not exceed the  maximum  amount
permitted  under any  applicable  law. If a law, which applies to this Agreement
which sets the  maximum  interest  amount,  is finally  interpreted  so that the
interest in connection with this Agreement exceeds the permitted  limits,  then:
(1) any such  interest  shall be reduced by the amount  necessary  to reduce the
interest to the  permitted  limit;  and (2) any sums already  collected (if any)
from the  Company  which  exceed the  permitted  limits  will be refunded to the
Company. The Investor may choose to make this refund by reducing the amount that
the  Company  owes under  this  Agreement  or by making a direct  payment to the
Company. If a refund reduces the amount that the Company owes the Investor,  the
reduction  will be treated as a partial  payment.  In case any provision of this
Agreement is held by a court of competent  jurisdiction to be excessive in scope
or otherwise invalid or  unenforceable,  such provision shall be adjusted rather
than  voided,  if  possible,  so that it is  enforceable  to the maximum  extent
possible,  and the validity and  enforceability  of the remaining  provisions of
this Agreement will not in any way be affected or impaired thereby.

      (F) The Company shall use commercially  reasonable  efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities  for sale in any  jurisdiction  and, if such an order or
suspension  is issued,  to obtain the  withdrawal of such order or suspension at
the earliest  possible  moment and to notify the Investor who holds  Registrable
Securities  being sold of the issuance of such order and the resolution  thereof
or its receipt of actual notice of the  initiation  or threat of any  proceeding
for such purpose.

      (G) The  Company  shall  permit the  Investor  and one (1) legal  counsel,
designated by the Investor, to review and comment upon a Registration  Statement
and all  amendments  and  supplements  thereto at least seven (7) business  days
prior to their filing with the SEC, and not file any document in a form to which
such  counsel  reasonably  objects.  The  Company  may  request to  shorten  the
Investor's  review period and the Investor will, if possible,  attempt to comply
with the  accelerated  review period.  The Company shall not submit to the SEC a
request for  acceleration of the  effectiveness  of a Registration  Statement or
file  with the SEC a  Registration  Statement  or any  amendment  or  supplement
thereto  without  the prior  approval  of such  counsel or the  Investor,  which
approval shall not be unreasonably withheld.


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<PAGE>

      (H)  At the  request  of the  Investor,  the  Company  shall  cause  to be
furnished  to  Investor,  on the  date of the  effectiveness  of a  Registration
Statement,  a legal  opinion,  in form and  substance  reasonably  acceptable to
Investor's counsel,  dated as of such date, of counsel  representing the Company
for purposes of such Registration Statement.

      (I) The Company  shall hold in confidence  and not make any  disclosure of
information  concerning a Investor provided to the Company unless (I) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (II) the disclosure of such information is necessary to avoid or correct a
misstatement  or omission in any  Registration  Statement,  (III) the release of
such   information   is  ordered   pursuant  to  a  subpoena  or  other   final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (IV) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  a  Investor  is  sought  in  or  by  a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

      (J) The  Company  shall use  commercially  reasonable  efforts to maintain
designation  and  quotation  of all the  Registrable  Securities  covered by any
Registration  Statement on the Principal Market.  If, despite the Company's best
efforts,  the Company is unsuccessful in satisfying the preceding  sentence,  it
shall  use  commercially   reasonable  efforts  to  cause  all  the  Registrable
Securities  covered  by any  Registration  Statement  to be listed on each other
national  securities  exchange and automated  quotation system, if any, on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such  Registrable  Securities is then permitted under the
rules of such exchange or system. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(j).

      (K) The Company shall cooperate with the Investor to facilitate the prompt
preparation  and delivery of certificates  (not bearing any restrictive  legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such  certificates to be in such  denominations or amounts,
as the case may be, as the Investor may reasonably request.

      (L) The Company  shall  provide a transfer  agent for all the  Registrable
Securities not later than the effective date of the first Registration Statement
filed pursuant hereto.

      (M) If  requested  by the  Investor,  the  Company  shall  (I) as  soon as
reasonably  practical  incorporate in a prospectus  supplement or post-effective
amendment  such  information  as such Investor  reasonably  determine  should be
included   therein   relating  to  the  sale  and  distribution  of  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
offering of the  Registrable  Securities to be sold in such offering;  (II) make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  reasonably  possible  after  being  notified  of the  matters  to be
incorporated  in such prospectus  supplement or  post-effective  amendment;  and
(III) supplement or make amendments to any Registration  Statement if reasonably
requested by such Investor.

      (N) The Company  shall use  commercially  reasonable  efforts to cause the
Registrable  Securities covered by the applicable  Registration  Statement to be
registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such   Registrable
Securities.

      (O) The Company shall  otherwise use  commercially  reasonable  efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

      (P) Within one (1) business  day after the  Registration  Statement  which
includes  Registrable  Securities is declared  effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared
effective by the SEC.


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<PAGE>

      (Q) The  Company  shall take all other  reasonable  actions  necessary  to
expedite and facilitate  disposition  by the Investor of Registrable  Securities
pursuant to a Registration Statement.

SECTION 4. OBLIGATIONS OF THE INVESTOR.

      (A) At least five (5) calendar days prior to the first anticipated  filing
date of a  Registration  Statement  the  Company  shall  notify the  Investor in
writing of the information the Company requires from Investor if Investor elects
to  have  any  of the  Registrable  Securities  included  in  such  Registration
Statement.  It shall be a condition  precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable  Securities of the Investor and Investor shall furnish in writing to
the Company such information  regarding itself, the Registrable  Securities held
by it and the intended method of disposition of the Registrable  Securities held
by it as shall  reasonably  be  required  to  effect  the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration  as the Company may  reasonably  request.  Investor  covenants  and
agrees  that,  in  connection  with any  sale of  Registrable  Securities  by it
pursuant  to a  Registration  Statement,  it  shall  comply  with  the  "Plan of
Distribution"  section of the current  prospectus  relating to such Registration
Statement.

      (B) The Investor, by Investor's acceptance of the Registrable  Securities,
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of any  Registration  Statement
hereunder, unless Investor has notified the Company in writing of an election to
exclude all Investor's Registrable Securities from such Registration Statement.

      (C) The  Investor  agrees that,  upon  receipt of written  notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
the  first  sentence  of  3(e),  such  Investor  will  immediately   discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
covering such Registrable  Securities until Investor's  receipt of the copies of
the supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of 3(e)

SECTION 5. EXPENSES OF REGISTRATION.

      All expenses,  other than underwriting discounts and commissions and other
than as set forth in the  Investment  Agreement,  incurred  in  connection  with
registrations including comments, filings or qualifications pursuant to Sections
2  and  3,  including,   without  limitation,  all  registration,   listing  and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel for the Company or for the Investor shall be paid by the Company.

SECTION 6. INDEMNIFICATION.

      In the event any  Registrable  Securities  are included in a  Registration
Statement under this Agreement:

      (A) To the fullest  extent  permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  Investor  who holds  Registrable
Securities,  the directors,  officers,  partners,  employees,  counsel,  agents,
representatives  of, and each Person, if any, who controls,  any Investor within
the meaning of the 1933 Act or the  Securities  Exchange Act of 1934, as amended
(the "1934 Act") (each, an "Indemnified  Person"),  against any losses,  claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, attorneys'
fees,  amounts paid in settlement or expenses,  joint or several  (collectively,
"Claims"), incurred in investigating,  preparing or defending any action, claim,
suit, inquiry,  proceeding,  investigation or appeal taken from the foregoing by
or before any court or governmental,  administrative or other regulatory agency,
body or the SEC,  whether  pending or threatened,  whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may become subject  insofar as such Claims (or actions or  proceedings,  whether
commenced or threatened, in respect thereof) arise out of or are based upon: (I)
any  untrue  statement  or alleged  untrue  statement  of a  material  fact in a
Registration Statement or any post-effective  amendment thereto or in any filing
made in connection with the  qualification  of the offering under the securities
or other "blue sky" laws of any jurisdiction in which the Investor has requested
in writing that the Company  register or qualify the Shares ("Blue Sky Filing"),
or the  omission  or alleged  omission to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which the statements therein were made, not misleading, (II)
any untrue statement or alleged untrue statement of a material fact contained in
the final  prospectus  (as amended or  supplemented,  if the  Company  files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state  therein any material  fact  necessary to make the  statements
made therein,  in light of the circumstances  under which the statements therein
were made, not  misleading,  or (III) any violation or alleged  violation by the
Company  of the 1933  Act,  the 1934  Act,  any other  law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating  to the  offer  or sale of the  Registrable  Securities  pursuant  to a
Registration  Statement (the matters in the foregoing  clauses (i) through (iii)
being,  collectively,  "Violations").  Subject to the  restrictions set forth in
Section 6(c) the Company shall reimburse the Investor and each such  controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (I) shall not apply to a Claim arising out of or
based  upon a  Violation  which  is due to  the  inclusion  in the  Registration
Statement of the information  furnished to the Company by any Indemnified Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement or any such amendment thereof or supplement thereto; (II) shall not be
available  to the extent such Claim is based on (A) a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company
or (B) the  Indemnified  Person's use of an incorrect  prospectus  despite being
promptly  advised in advance by the Company in writing not to use such incorrect
prospectus;  (III) any  claims  based on the  manner of sale of the  Registrable
Securities by the Investor or of the Investor's  failure to register as a dealer
under  applicable  securities  laws; (IV) any omission of the Investor to notify
the  Company  of any  material  fact that  should be stated in the  Registration
Statement or prospectus  relating to the Investor or the manner of sale; and (V)
any  amounts  paid in  settlement  of any Claim if such  settlement  is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall  survive  the resale of the  Registrable  Securities  by the  Investor
pursuant to the Registration Statement.


                                       6
<PAGE>

      (B) In connection  with any  Registration  Statement in which  Investor is
participating, Investor agrees to severally and jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
6(a),  the Company,  each of its  directors,  each of its officers who signs the
Registration Statement, each Person, if any, who controls the Company within the
meaning of the 1933 Act or the 1934 Act and the Company's  agents  (collectively
and together with an Indemnified  Person, an "Indemnified  Party"),  against any
Claim or Indemnified Damages to which any of them may become subject,  under the
1933  Act,  the 1934 Act or  otherwise,  insofar  as such  Claim or  Indemnified
Damages  arise  out of or are  based  upon any  Violation,  in each  case to the
extent,  and only to the extent,  that such Violation is due to the inclusion in
the Registration  Statement of the written information  furnished to the Company
by  such  Investor  expressly  for  use in  connection  with  such  Registration
Statement;  and, subject to Section 6(c), such Investor will reimburse any legal
or other expenses  reasonably  incurred by them in connection with investigating
or defending any such Claim;  provided,  however,  that the indemnity  agreement
contained in this Section 6(b) and the  agreement  with respect to  contribution
contained  in Section 7 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Investor, which consent shall not be unreasonably withheld;  provided,  further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified  Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any  investigation  made by or on behalf of such Indemnified Party
and shall  survive  the resale of the  Registrable  Securities  by the  Investor
pursuant to the Registration Statement. Notwithstanding anything to the contrary
contained herein, the  indemnification  agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in  the  preliminary  prospectus  were  corrected  on  a  timely  basis  in  the
prospectus,  as then amended or  supplemented.  This  indemnification  provision
shall apply  separately to each Investor and  liability  hereunder  shall not be
joint and several.


                                       7
<PAGE>

      (C) Promptly after receipt by an Indemnified  Person or Indemnified  Party
under this Section 6 of notice of the  commencement  of any action or proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion  of  counsel  retained  by the  Indemnified  Person  or
Indemnified  Party, the  representation by counsel of the Indemnified  Person or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  The  indemnifying  party shall pay for only one (1) separate  legal
counsel for the Indemnified  Persons or the Indemnified  Parties, as applicable,
and such counsel shall be selected by the Investor, if the Investor are entitled
to  indemnification  hereunder,  or the  Company,  if the Company is entitled to
indemnification  hereunder, as applicable.  The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying  party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the  Indemnified  Party or  Indemnified  Person which  relates to such action or
Claim.  The indemnifying  party shall keep the Indemnified  Party or Indemnified
Person  fully  appraised  at all times as to the  status of the  defense  or any
settlement  negotiations  with respect thereto.  No indemnifying  party shall be
liable for any settlement of any action,  claim or proceeding  effected  without
its written consent,  provided,  however,  that the indemnifying party shall not
unreasonably  withhold,  delay or condition its consent.  No indemnifying  party
shall,  without  the consent of the  Indemnified  Party or  Indemnified  Person,
consent  to  entry  of any  judgment  or  enter  into  any  settlement  or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified  Party or Indemnified  Person of a
release from all liability in respect to such Claim.  Following  indemnification
as provided for  hereunder,  the  indemnifying  party shall be subrogated to all
rights of the Indemnified Party or Indemnified  Person with respect to all third
parties,  firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the  indemnifying  party
within a  reasonable  time of the  commencement  of any such  action  shall  not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying party is prejudiced in its ability to defend such action.

      (D) The indemnity  agreements contained herein shall be in addition to (I)
any cause of action or similar  right of the  Indemnified  Party or  Indemnified
Person against the  indemnifying  party or others,  and (II) any liabilities the
indemnifying party may be subject to pursuant to the law.

SECTION 7. CONTRIBUTION.

      To the extent any  indemnification  by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(I) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6; (II) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of fraudulent misrepresentation;  and (III) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.


                                       8
<PAGE>

SECTION 8. REPORTS UNDER THE 1934 ACT.

      With a view to making  available  to the Investor the benefits of Rule 144
promulgated  under the 1933 Act or any other  similar rule or  regulation of the
SEC that may at any time permit the Investor to sell  securities  of the Company
to the public without registration ("Rule 144"), the Company agrees to:

      (A)  make and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

      (B) file with the SEC in a timely  manner all reports and other  documents
required  of the  Company  under  the  1933  Act and the 1934 Act so long as the
Company remains subject to such  requirements  (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  5(c)  of  the
Investment  Agreement)  and the filing of such  reports and other  documents  is
required for the applicable provisions of Rule 144; and

      (C)  furnish  to  the  Investor,  promptly  upon  request,  (I) a  written
statement by the Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act,  (II) a copy of the most recent  annual
or quarterly report of the Company and such other reports and documents so filed
by the Company,  and (III) such other information as may be reasonably requested
to permit the  Investor  to sell such  securities  pursuant  to Rule 144 without
registration.

SECTION 9. NO ASSIGNMENT OF REGISTRATION RIGHTS.

      The rights under this Agreement shall not be assignable.

SECTION 10. AMENDMENT OF REGISTRATION RIGHTS.

      Provisions of this Agreement may be amended only with the written  consent
of the Company and Investor.

SECTION 11. MISCELLANEOUS.

      (A) Any notices or other communications  required or permitted to be given
under the terms of this Agreement that must be in writing 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:

            DNAPrint Genomics Inc
            900 Cocoanut Avenue
            Sarasota, FL 34236 Phone:
            941-366-3400 Facsimile:

            If to the Investor:

            Dutchess Private Equities Fund, LP
            312 Stuart St, Third Floor
            Boston, MA 02116
            Telephone: 617-960-3570
            Facsimile: 617-960-3772


                                       9
<PAGE>

      Each party shall  provide five (5) business days prior notice to the other
party of any change in address, phone number or facsimile number.

      (B)  Failure  of any party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

      (C) The laws of the Commonwealth of Massachusetts  shall govern all issues
arising from or related to this  Agreement  without  regard to the principles of
conflict  of laws.  Each  party  hereby  irrevocably  submits  to the  exclusive
jurisdiction  of the state and  federal  courts  sitting  in the City of Boston,
County  of  Suffolk,  for  the  adjudication  of  any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
If any  provision of this  Agreement  shall be invalid or  unenforceable  in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or  enforceability  of any  provision  of this  Agreement  in any other
jurisdiction.

      (D) This  Agreement and the  Transaction  Documents  constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions,  promises, warranties or undertakings, other
than those set forth or referred to herein and therein.

      (E) This  Agreement  and the  Transaction  Documents  supersede  all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

      (F) The headings in this  Agreement are for  convenience of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the  context  of this  Agreement,  the  singular  shall  include  the plural and
masculine  shall include the feminine.  This Agreement shall not be construed as
if it had been prepared by one of the parties,  but rather as if all the parties
had prepared the same.

      (G) This Agreement may be executed in two or more identical  counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

      (H) Each party shall do and  perform,  or cause to be done and  performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

                                     * * *


                                       10
<PAGE>

                                 SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT

      Agreed as of the date first written above.

                                   DUTCHESS PRIVATE EQUITIES FUND, L.P.,
                                         BY ITS GENERAL PARTNER,
                                         DUTCHESS CAPITAL MANAGEMENT, LLC


                                         By:
                                            ------------------------------------
                                            Douglas H. Leighton, Managing Member

DNAPRINT GENOMICS, INC.


By:
   -----------------------------------------
   Richard Gabriel, Chief Executive Officer


                                       11