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 Robert C. Cole (“Employee”). 

        **WHEREAS**,Employee is currently employed by Employer as its Vice President for Sales and Marketingpursuant to that certain agreement dated as of March 1, 2004, as amended (the “March2004 Agreement”), and 

        **WHEREAS,**the parties desire to further extend the term of, and amend and restate, the March2004 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, as Employer’sVice President for Sales and Marketing with such duties appropriate to his office as maybe assigned, from time to time, by the President and Chief Executive Officer of Employerand upon the terms and conditions hereinbelow set forth.  

        **2.****Amendmentand Restatement.** This Agreement amends, restates and replaces theMarch 2004 Agreement.  

        **3.****Timeand Efforts.**Employee will devote substantially all of hisbusiness time and 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 Two Hundred Four      Thousand Seven HundredFifty Dollars  ($204,750) per year;  

        (b)Bonus, stock options and/or such other incentive compensation as may bedetermined by Employer’s board of directors upon recommendation of itscompensation 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 to          purchase the securities of Employer of which Employee may be possessed shall be          extended 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.