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 , United States (“Derma U.S.”), Derma Sciences Canada Inc., acorporation organized under the laws of the Province of Ontario, Canada (“DermaCanada”) and Frederic Eigner (“Employee”). 

        **WHEREAS**,Employee is currently employed by Derma U.S. as its Executive Vice President –Operations and by Derma Canada as its General Manager pursuant to that certain agreementdated as of March 1, 2005, as amended (the “March 2005 Agreement”), and 

        **WHEREAS,**the parties desire to further extend the term of, and amend and restate, the March2005 Agreement, 

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

        **1.****Employment.** DermaU.S. hereby employs Employee, and Employee agrees to be employed, as itsExecutive Vice President – Operations and Derma Canada hereby employsEmployee, and Employee agrees to be employed, as its General Manager with suchduties appropriate to his office as may be assigned, from time to time, by thePresident and Chief Executive Officer of Derma U.S. and Derma Canada and uponthe terms and conditions hereinbelow set forth.  

        **2.****Amendmentand Restatement.** This Agreement amends, restates and replaces the March2005 Agreement.  

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

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

        (a)          Base compensation at the rate of Two Hundred Twenty-Nine Thousand Two Hundred          Fifteen Dollars Cdn. ($229,215 Cdn.) per year;  

        (b)          Bonus, stock options and/or such other incentive compensation as may be          determined by the board of directors of Derma U.S. 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 U.S. and Derma Canada attain their performance objectives and the extentof Employee’s contributions 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 Derma U.S. or Derma Canada, without cause, either terminates theemployment of Employee or fails to renew this Agreement upon expiration hereof,Derma U.S. shall pay to Employee severance compensation in the amount of thegreater of: (i) six months’ base compensation, from the date of saidtermination or expiration, as applicable, at the rate most recently in effectpursuant to paragraph 4(a) hereof, or (ii) such amount as is required to bepaid under the laws of the Province of Ontario, Canada.  

        **7.****Changein Control.** Within six months of the occurrence of a “change in control” ofDerma U.S. (defined below), Employee may, but shall have no obligation to,tender his resignation and receive severance compensation as provided inparagraph 6 above to the same extent as if Derma U.S. or Derma Canada hadterminated Employee without cause as of the date of Employee’s          resignation. For purposes of this paragraph, a “change in control”          shallmean a change in ownership of stock possessing greater than fifty percent (50%)of the total combined voting power of all classes of stock entitled to vote ofDerma U.S.  

        **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 Derma U.S. or Derma Canada, withoutcause, either terminates Employee’s employment or fails to renew thisAgreement upon expiration 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 Derma U.S. of which Employee may be          possessed shall be extended to the expiration thereof as set forth in theoption instrument.  

        **INWITNESS WHEREOF**, this Agreement has been executed by Derma U.S. and Derma Canada andEmployee as of the date first hereinabove written.