AGREEMENT 

        **THISAGREEMENT**, made as of the 31st day of March, 2009 by and between DermaSciences, Inc., a business corporation organized under the laws of the Commonwealth ofPennsylvania (“Employer”), and Barry J. Wolfenson (“Employee”). 

        **WHEREAS**,Employee is currently employed by Employer as its Vice President of Marketing and BusinessDevelopment pursuant to that certain agreement dated as of March 1, 2006, as amended (the“March 2006 Agreement”), and 

        **WHEREAS,**the parties desire to further extend the term of, and amend and restate, the March2006 Agreement, 

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

        **1.****Employment.** Employerhereby employs Employee, and Employee agrees to be employed by Employer, asEmployer’s Vice President of Marketing and Business Development with suchduties appropriate to his office as may be assigned, from time to time, by thePresident and Chief Executive Officer of Employer and upon the terms andconditions hereinbelow set forth.  

        **2.****Amendmentand Restatement.** This Agreement amends, restates and replaces the March2006 Agreement.  

        **3.****Timeand Efforts.**Employee will devote substantially all of his business timeand efforts to his duties hereunder.  

        **4.****Compensation.** Duringthe Term hereof Employer shall pay compensation to Employee as follows:  

        (a) Base compensation at the rate of One Hundred Seventy-Eight Thousand FiveHundred Dollars ($178,500) per year;  

        (b) Bonus, stock options and/or such other incentive compensation as may be determined by Employer’s board of directors 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 Employer attains its performance objectives and the extent of Employee’scontributions thereto.  

        **5.****Term.** ThisAgreement shall be effective as of the date hereof and shall expire on March31, 2010 unless sooner terminated pursuant to Sections 6 or 7 hereinbelow orunless renewed or extended by mutual agreement of the parties hereto.  

        **6.****Severance.** Inthe event that Employer, without cause, either terminates the Employment ofEmployee or fails to renew this Agreement upon expiration hereof, Employershall pay to Employee severance compensation in the amount of six months’ basecompensation, from the date of said termination or expiration, as applicable,at the rate most recently in effect pursuant to paragraph 4(a) hereof.  

        **7.****Changein Control.** Within six months of the occurrence of a “change in control” ofEmployer (defined below), Employee may, but shall have no obligation to, tenderhis resignation from Employer and receive severance compensation as provided inparagraph 6 above to the same extent as if Employer had terminated Employeewithout cause as of the date of Employee’s resignation. For purposes ofthis paragraph, a “change in control” shall mean a change in ownershipof stock possessing greater than fifty percent (50%) of the total combinedvoting power of all classes of stock entitled to vote of Employer.  

        **8.****CompensationSubject to IRC Section 409A.** If, and to the extent, any portion of theseverance compensation payable hereunder exceeds the amount immediately payableupon separation from service under Internal Revenue Code Section 409A(a)(2) andregulations thereunder (such compensation, “Excess 409A(a)(2) Compensation”),then no portion of the Excess 409A(a)(2) Compensation shall be payable prior tothe earlier of (i) the Employee’s date of death, or (ii) the date which issix months after the date of the Employee’s separation from service.  

        **9.****OptionExercise Extension.** In the event that Employer, without cause, eitherterminates Employee’s employment or fails to renew this Agreement uponexpiration hereof, or in the event Employee tenders his resignation upon a“change in control,” then the period to exercise any option topurchase the securities of Employer of which Employee may be possessed shall beextended to the expiration thereof as set forth in the option instrument.  

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