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 Edward J. Quilty (“Employee”). 

        **WHEREAS**,Employee is currently employed by Employer as its President, Chairman and Chief ExecutiveOfficer pursuant to that certain agreement dated as of March 1, 2004, as amended (the“March 2004 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.** Employer herebyemploys Employee, and Employee agrees to be employed by Employer, as Employer’sPresident, Chairman and Chief Executive Officer with such duties appropriate to his officeas may be assigned, from time to time, by the Board of Directors of Employer and upon theterms and conditions hereinbelow set forth. 

        **2.Amendment and Restatement.** This Agreement amends, restates and replaces   the March2004 Agreement.  

        **3.Time and Efforts.**Employee will   devote substantially all of his business time andefforts to his duties hereunder.  

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

        (a)Base compensation at the rate of Three Hundred       Fifty-Seven ThousandDollars ($357,000) 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  one year’sbase compensation, from the date of said termination or  expiration, asapplicable, 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. Compensation Subject to IRC Section 409A.** If, and to the extent, anyportion  of the severance compensation payable hereunder exceeds the amountimmediately  payable upon separation from service under Internal Revenue CodeSection  409A(a)(2) and regulations thereunder (such compensation, “Excess 409A(a)(2) Compensation”), then no portion of the Excess 409A(a)(2) Compensation shall be payable prior to the earlier of (i) the Employee’s date of death, or (ii) the date which is six 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.