AGREEMENT 

        **THISAGREEMENT**, made as of this 31st day of March, 2009 by and between Derma Sciences,Inc., a business corporation organized under the laws of the Commonwealth of Pennsylvania(“Derma Sciences”), Derma First Aid Products, Inc., a business corporationorganized under the laws of the Commonwealth of Pennsylvania (“Derma First Aid”)and Daniel Rivest (“Employee”). 

        **WHEREAS**,Employee is currently employed by Derma Sciences as its Executive Vice President –First Aid Products and by Derma First Aid as its President pursuant to that certainagreement dated as of April 1, 2008, as amended (the “April 2008 Agreement”),and 

        **WHEREAS,**the parties desire to further extend the term of, and amend and restate, the April2008 Agreement, 

        **NOW,THEREFORE**, the parties hereto, in consideration of the mutual promises and covenantsherein contained, hereby agree as follows: 

        **1.****Employment.** DermaSciences hereby employs Employee, and Employee agrees to be employed, as its ExecutiveVice President – First Aid Products and Derma First Aid hereby employs Employee, andEmployee agrees to be employed, as its President with such duties appropriate to hisoffices as may be assigned, from time to time, by the President and Chief ExecutiveOfficer of Derma Sciences and upon the terms and conditions hereinbelow set forth.  

        **2.****Amendmentand Restatement.** This Agreement amends, restates and replaces the April 2008Agreement.  

        **3.****Location,Time and Efforts.**Employee will perform his duties hereunder primarily at theheadquarters of Derma Sciences, Princeton, New Jersey, and will devote substantially allof his business time and efforts to such duties.  

        **4.****Compensation.** Duringthe Term hereof Derma First Aid shall pay compensation to Employee as follows:  

        (a)Base compensation at the rate of One Hundred Ninety-Six Thousand Dollars ($196,000) peryear;  

        (b)Bonus, stock options and/or such other incentive compensation as may be determined by theboard of directors of Derma Sciences upon recommendation of its compensation committee.  

        Reviewsby the compensation committee of Employee’s base compensation and incentivecompensation shall be undertaken not less often than annually. The principal criteriautilized by the compensation committee in the conduct of its reviews shall be the extentto which Derma Sciences and Derma First Aid attain their performance objectives and theextent of Employee’s contributions thereto.  

        **5.****Term.** ThisAgreement shall be effective as of the date hereof and shall expire on March 31, 2010unless sooner terminated pursuant to Sections 6 or 7 hereinbelow or unless renewed orextended by mutual agreement of the parties hereto.  

        **6.****Severance.** Inthe event Derma Sciences or Derma First Aid, without cause, either terminates theemployment of Employee or fails to renew this Agreement upon expiration hereof, DermaSciences shall pay to Employee severance compensation in the amount of six months’ basecompensation, from the date of said termination or expiration, as applicable, at the ratemost recently in effect pursuant to paragraph 4(a) hereof.  

        **7.****Changein Control.** Within six months of the occurrence of a “change in control” ofDerma Sciences (defined below), Employee may, but shall have no obligation to, tender hisresignation and receive severance compensation as provided in paragraph 6 above to thesame extent as if Derma Sciences or Derma First Aid had terminated Employee without causeas of the date of Employee’s resignation. For purposes of this paragraph, a “changein control” shall mean a change in ownership, in a single transaction or series ofrelated transactions, of stock possessing greater than fifty percent (50%) of the totalcombined voting power of all classes of stock entitled to vote of Derma Sciences.  

        **8.****CompensationSubject to IRC Section 409A.** If, and to the extent, any portion of the severancecompensation payable hereunder exceeds the amount immediately payable upon separationfrom service under Internal Revenue Code Section 409A(a)(2) and regulations thereunder(such compensation, “Excess 409A(a)(2) Compensation”), then no portion of theExcess 409A(a)(2) Compensation shall be payable prior to the earlier of (i) the Employee’sdate of death, or (ii) the date which is six months after the date of the Employee’sseparation from service.  

        **9.****OptionExercise Extension.** In the event that Derma Sciences or Derma First Aid, withoutcause, either terminates Employee’s employment or fails to renew this Agreement uponexpiration hereof, or in the event Employee tenders his resignation upon a “changein control,” then the period to exercise any option to purchase the securities ofDerma Sciences of which Employee may be possessed shall be extended to the expirationthereof as set forth in the option instrument.  

        **INWITNESS WHEREOF**, this Agreement has been executed by Employer and Employee as of thedate first hereinabove written.