Exhibit 10.05

                                    AGREEMENT


     THIS AGREEMENT  ("Agreement") made this 7th day of May, 1999 by and between
Derma  Sciences,  Inc., a business  corporation  organized under the laws of the
Commonwealth of Pennsylvania ("Derma") and Richard S. Mink ("Mink").

     1. Employment. Derma hereby employs Mink, and Mink agrees to be employed by
Derma, as Derma's Vice President and Chief Operating  Officer upon the terms and
conditions hereinbelow set forth.

     2.  Previous  Employment  Agreement.  This  Agreement  amends  in toto  and
replaces that certain Employment Agreement ("Employment  Agreement") dated April
14,  1997  between  the  parties  hereto  which  Employment  Agreement,  save as
hereafter  provided,  is void  and of no  further  force  or  effect.  Provided,
however,  the stock options granted to Mink pursuant to the Employment Agreement
shall continue to be governed by the terms of paragraph 4 thereof as modified by
paragraph 5 hereof.

     3. Time and Efforts. Mink shall devote all of his business time and efforts
to his responsibilities hereunder.

     4.  Compensation.  During the term hereof Derma shall pay  compensation  to
Mink as  follows:

          (a) Salary at the rate of One  Hundred  Sixty  Thousand  Five  Hundred
     Dollars ($160,500) per year;

          (b) Incentive compensation as determined by Derma's board of directors
     upon  recommendation of the Chairman.  Mink shall be accorded a performance
     review by Derma's  Chairman in April of each year  during the Term  hereof.
     The Chairman may, but shall be under no obligation to,

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forward the results of this performance review to the compensation  committee of
the board of directors for such action as this committee deems appropriate.

     5. Term. This Agreement shall be effective upon execution  hereof and shall
continue  indefinitely until terminated as provided herein.  Either party hereto
may  terminate  this  Agreement  upon  thirty (30) days  written  notice of such
termination  to the other party.  Upon  termination  of this  Agreement by Derma
other than "For  Cause," the period to exercise  the options  granted  under the
previous  Employment  Agreement  shall be extended to the earlier of three years
from the date of  termination or the original  expiration  date of said options.
Anything contained in the Employment Agreement to the contrary  notwithstanding,
vesting  of said  options  shall  accelerate  to 100%  upon  either a change  in
ownership of in excess of 75% of Derma or the sale by Derma of substantially all
of its assets. For purposes of the preceding, termination "For Cause" shall mean
termination by Derma as a result of:

          (a) Willful misconduct which has resulted in or is likely to result in
     material economic damage to Derma;

          (b) Conviction of a felony;

          (c) Perpetration of fraud which had resulted,  or is likely to result,
     in material economic damage to Derma; or

          (d) Willful refusal to comply with the instructions of superiors or of
     Derma's board of directors;  but only if such instructions are rendered for
     the purpose of advancing the business interests of Derma, can reasonably be
     in the best interest of Derma and are not illegal.

     6. Severance.  Upon  termination of this Agreement by Derma other than "For
Cause,"  Derma  shall pay to Mink a  severance  payment of one year's  salary as
specified in paragraph 4(a) hereof, as amended.


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     7. Employee Benefits. During the term hereof, Mink shall be entitled to the
following employee benefits:

          (a) Participation in Derma's medical insurance plans;

          (b) Participation in Derma's deferred compensation plans;

          (c)  Reimbursement  of  vehicle  expenses  at the  rate of  $0.31  per
     business mile;

          (d) Reimbursement of "ordinary and necessary" business expenses; and

          (e) Paid vacation of three (3) weeks per year.

          (f) In the event of termination  other than "For Cause,"  outplacement
     assistance in an amount not to exceed $12,000.

     8. Disclosure of Information. Mink recognizes and acknowledges that he will
have  access  to  certain  confidential  information  of  Derma  and  that  such
information  constitutes  valuable,  special and unique property of Derma.  Mink
will not,  during or after the Term hereof,  disclose  any of such  confidential
information to any person, firm, corporation,  association,  or other entity for
any reason or  purpose  whatsoever  unless  ordered to do so by a court or other
tribunal or  government  agency with  jurisdiction  over the subject  matter and
Mink. In the event of a breach or threatened breach by Mink of the provisions of
this paragraph,  Derma shall be entitled to an injunction  restraining Mink from
disclosing,  in whole or in part,  confidential  information  of Derma,  or from
rendering any services to any person, firm, corporation,  association,  or other
entity  to whom such  confidential  information,  in whole or in part,  has been
disclosed or is threatened to be disclosed. Nothing herein shall be construed as
prohibiting  Derma from pursuing any other remedies  available to Derma for such
breach or threatened breach, including the recovery of damages from Mink.


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     9. Restrictive Covenant. For a period of One (1) year after the termination
of this Agreement by Derma "For Cause" or by Mink for any reason, Mink will not,
within the  greater of the  currently  existing  marketing  area of Derma or any
future marketing area of Derma  established  during Mink's  employment under the
terms of this Agreement,  directly or indirectly, own, manage, operate, control,
be  employed  by,  participate  in,  or be  connected  in any  manner  with  the
ownership,  management,  operation,  or control of any business related to wound
care  therapeutics  or  otherwise  similar to the type of business  conducted by
Derma at the time of the termination of this  Agreement.  In the event of Mink's
actual or threatened breach of the provisions of this paragraph,  Derma shall be
entitled to an injunction  restraining  Mink therefrom.  Nothing herein shall be
construed as prohibiting  Derma from pursuing any other  available  remedies for
such breach or threatened breach, including the recovery of damages from Mink.

     10. Place of  Employment.  Derma shall  maintain  Mink's  regular  place of
employment at its corporate headquarters as from time to time constituted.

     IN WITNESS  WHEREOF,  the parties hereto have hereunder set their hands and
seals as of the date first hereinabove written. DERMA SCIENCES, INC.



                                                    By: /s/  Edward J. Quilty
                                                        ----------------------
                                                        Edward J. Quilty
                                                        Chairman


                                                        /s/  Richard S. Mink
                                                        ----------------------
                                                        Richard S. Mink