Exhibit 10.41

# REGISTRATION RIGHTS
AGREEMENT

THIS
REGISTRATION RIGHTS AGREEMENT (Agreement) made this ___ day of January, 2005,
by and between Derma Sciences, Inc., a Pennsylvania corporation with offices located at
214 Carnegie Center, Suite 100, Princeton, New Jersey, 08540 (Derma Sciences
or the Company) and _________________________ (Purchaser).

This
Agreement is made pursuant to the Purchase Agreement of even date herewith between the
Company and the Purchaser (the Purchase Agreement). In order to induce the
Purchaser to enter into the Purchase Agreement, the Company has agreed to provide for the
benefit of the Purchaser and any subsequent holders of Registrable Securities (as defined
below), the registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing under the Purchase Agreement.

The
parties hereby agree as follows:

1.       
          Definitions. As used in this Agreement, the following capitalized terms
          shall have the following meanings:

Closing
Date: Has the meaning such term is given in the Purchase Agreement.

Common
Stock: The shares of common stock, par value $.01 per share, of the Company comprising the Units described in the Purchase
Agreement.

Effective
Date: The date that the Resale Registration Statement is declared effective by the SEC.

Exchange
Act: The Securities Exchange Act of 1934, as amended from time to time.

Holder:
Each beneficial holder from time to time of Registrable Securities.

Indemnified
Holder: See Section 6(a).

NASD:
National Association of Securities Dealers, Inc.

Person:
An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

Prospectus:
The prospectus included in any Registration Statement, as supplemented by any prospectus
supplement and as amended by all amendments, including post-effective amendments and all
material incorporated by reference in such prospectus.

Registrable
Securities: The Common Stock and Warrant Shares; provided that the Common Stock and
Warrant Shares cease to be Registrable Securities when they (i) have been effectively
registered under Section 5 of the Securities Act and disposed of in accordance with

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any Registration Statement, (ii) have been distributed to the public pursuant
to Rule 144 under the Securities Act (Rule 144) (or any similar provisions then in force) or (iii) are eligible for
distribution to the public by the Holder pursuant to Rule 144(k) (or any similar provisions then in force).

Registration
Expenses: See Section 5.

Registration
Statement: Any registration statement of the Company which, in accordance with Section
3 hereof, covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, and all exhibits and all material
incorporated by reference in such Registration Statement.

Securities
Act: The Securities Act of 1933, as amended from time to time.

SEC:
The Securities and Exchange Commission.

Units:
Securities consisting of one share of Common Stock and one Warrant described in the Purchase Agreement

Warrant
Shares: The shares of common stock, par value $0.01 per share, issuable upon exercise
of the Warrants comprising the Units described in the Purchase Agreement.

2.       
          Securities Subject to this Agreement. Each Holder from time to time shall
          be entitled to the benefits of this Agreement. A Person is deemed to be a Holder
          whenever such Person is the beneficial owner of Registrable Securities. The
          Company is entitled to treat the record holder of Registrable Securities as
          beneficial owner of Registrable Securities unless otherwise notified by the
          Holder thereof.

3.       
          Resale Registration; Timing of Filing; Effectiveness and Period of Usability;
          LiquidatedDamages. Subject to the provisions of Section 4 hereof, the
          Company shall file, not later than 30 days after the date of the last to be
          executed of the purchase agreements between the Company and the Additional
          Purchasers described in section 2.3 of the Purchase Agreement, and use its best
          efforts to cause to be declared effective not later than 120 days after the date
          of the last to be executed of the aforesaid purchase agreements (such date, the
          Effective Date), a Registration Statement on any appropriate form
          under the Securities Act for all the Registrable Securities such as to permit
          the public resale of the Registrable Securities. In the event the Company fails
          to cause the Registration Statement to be declared effective by the aforesaid
          Effective Date, then the Company shall pay to each Holder, as liquidated damages
          and not as a penalty, on the Effective Date and each monthly anniversary thereof
          until the Registration Statement is declared effective, an amount equal to 1.5%
          of the aggregate purchase price paid by such Holder for the Units. Provided,
          however, if as of the Effective Date the Registration Statement has not yet been
          declared effective, the effective Date shall be extended for the following
          periods: (a) such periods as the SEC has under consideration responses of the
          Company to its comments relative to the registration statement, and (b) such
          periods, not to exceed 20 days each, following the SECs responses to the
          filing by the Company of pre-effective amendments to the registration statement.

The
Company agrees to use its best efforts to keep the Registration Statement continuously
effective and usable for resale of Registrable Securities until the date which is two (2)
years (the Effectiveness Period) after the date upon which the Commission
declares the Registration Statement effective or such shorter period which shall terminate
when all the Registrable Securities covered by such Registration Statement have been sold
pursuant to such Registration Statement or when all Registrable Securities otherwise have
been sold pursuant to Rule 144 or are freely tradeable in essentially the same manner as
contemplated in Section 4 below. The Effectiveness Period shall be extended, day for day,
by the length of any black out periods declared pursuant to section 4(l)
hereof.

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4.       
          Registration Procedures. In connection with the Companys obligation
          to file a Registration Statement as provided in Section 3 hereof, the Company
          will as expeditiously as possible:

| | (a)       
               before filing a Registration Statement or Prospectus or any amendments or
               supplements thereto, furnish to the Holders covered by such Registration
               Statement a copy of all such documents proposed to be filed, which documents
               will be subject to the review of such Holders, and the Company will not file any
               Registration Statement or amendment thereto or any Prospectus or any supplement
               thereto to which the Holders of a majority of the Registrable Securities covered
               by such Registration Statement shall reasonably object (provided that the
               Company may assume, for the purposes of the foregoing that any Holder has no
               objection if the Company has not received notice from such Holder within five
               business days after delivery of such documents to such Holder);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               prepare and file with the SEC such amendments and post-effective amendments to
               the Registration Statement, and such supplements to the Prospectus, as may be
               required by the rules, regulations or instructions applicable to the
               registration form utilized by the Company or by the Securities Act or rules and
               regulations thereunder or otherwise necessary to keep the Registration Statement
               effective for the applicable period and cause the Prospectus as so supplemented
               to be filed pursuant to Rule 424 under the Securities Act; and comply with the
               provisions of the Securities Act with respect to the disposition of all
               securities covered by such Registration Statement during the applicable period
               in accordance with the intended methods of disposition by the sellers thereof
               set forth in such Registration Statement or supplement to the Prospectus;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               notify the Purchaser and the Holders promptly, and confirm such advice in
               writing,
| | ---------------------------------------------------------------------------------------------------------------------------

| | (1)       
               when the Prospectus or any Prospectus supplement or post-effective amendment has
               been filed, and, with respect to the Registration Statement or any
               post-effective amendment, when the same has become effective,
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               of the issuance by the SEC of any stop order suspending the effectiveness of the
               Registration Statement or the initiation of any proceedings for that purpose,
               and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (3)       
               of the receipt by the Company of any notification with respect to the suspension
               of the qualification of the Registrable Securities for sale in any jurisdiction
               or the initiation or threatening of any proceeding for such purpose;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               make every reasonable effort to obtain the withdrawal of any order suspending
               the effectiveness of the Registration Statement at the earliest possible moment;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               furnish, without charge, to the Purchaser and, upon request, each Holder, at
               least one conformed copy of the Registration Statement and any post-effective
               amendment thereto, including financial statements and schedules, all documents
               incorporated therein by reference and all exhibits (including those incorporated
               by reference);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               deliver to the Purchaser and each Holder without charge, as many copies of the
               Prospectus (including each preliminary prospectus) and any amendment or
               supplement thereto as such Persons may reasonably request; the Company consents
               to the use of the Prospectus or any amendment or supplement thereto by the
               Purchaser and each Holder in connection with the offering and sale of the
               Registrable Securities covered by the Prospectus or any amendment or supplement
               thereto;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               use its reasonable efforts to cause the Registrable Securities covered by the
               Registration Statement to be registered with or approved by such governmental
               agencies or authorities as may be necessary to enable the Holders thereof to
               consummate the disposition of such Registrable Securities in such jurisdictions
               as the Holders may reasonably specify in response to inquiries to be made by the
               Company, provided that the Company will not be required to qualify generally to
               do business in any jurisdiction where it is not then so qualified or to take any
               action which would subject it to general service of process in any such
               jurisdiction where it is not then so subject;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               if any event shall occur as a result of which it is necessary, in the opinion of
               counsel for the Company, to amend or supplement the Prospectus in order to make
               the Prospectus not misleading in the light of the circumstances existing at the
               time it is delivered by a Holder, prepare a supplement or post-effective
               amendment to the Registration Statement or the related Prospectus or any
               document incorporated therein by reference or file any other required document
               so that, as thereafter delivered to the Holders, the Prospectus will not contain
               an untrue statement of a material fact or omit to state any material fact
               necessary to make the statements therein not misleading;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               obtain a CUSIP number for all Registrable Securities (unless already obtained),
               not later than the Effective Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               make available for inspection during normal business hours by a representative
               of the Holders of a majority of the Registrable Securities and any attorney or
               accountant retained by such representative, all financial and other records,
               pertinent corporate documents and properties of the Company, and cause the
               Companys officers, directors and employees to supply all information
               reasonably requested by such Holders or any such attorney or accountant in
               connection with the Registration Statement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | provided that all such records,
               information or documents shall be kept confidential by such Persons unless
               disclosure of such records, information or documents is required by court or
               administrative order or is generally available to the public other than as a
               result of disclosure in violation of this Section 4(j);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               otherwise use its best efforts to comply with all applicable rules and
               regulations of the SEC, and make generally available to its security holders an
               earnings statement satisfying the provisions of Section 11(a) of the Securities
               Act (in accordance with Rule 158 thereunder or otherwise), no later than 45 days
               after the end of the 12-month period (or 90 days, if such period is a fiscal
               year) beginning with the first month of the Companys first fiscal quarter
               commencing after the Effective Date, which statements shall cover said 12-month
               period;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)       
               if at any time an event of the kind described in Section 4(h) shall occur,
               notify the Purchaser and the Holders that the use of the Prospectus must be
               discontinued (the Company will not declare any such black-out
               periods in excess of twenty business days during any twelve month period, unless
               otherwise required); and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               on or prior to the date the Registration Statement is declared effective by the
               SEC, cause all of the Common Stock to be listed for trading on the Boston Stock
               Exchange (or on any other national securities exchange) and the OTC Bulletin
               Board.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Each
Holder as to which any registration is being effected agrees, as a condition to the
registration obligations with respect to such Holder provided herein, to furnish to the
Company such information regarding the distribution of such Registrable Securities as the
Company may from time to time reasonably request in writing.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Each
Holder agrees by acquisition of such Registrable Securities that, upon receipt of any
notice from the Company described in Section 4(l), such Holder will forthwith discontinue
disposition of Registrable Securities until such Holders receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until it is
advised in writing by the Company (which notice the Company shall give as promptly as
possible), that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the Prospectus,
and, if so directed by the Company, such Holder will deliver to the Company (at the
Companys expense) all copies, other than permanent file copies then in such
Holders possession, of the Prospectus covering such Registrable Securities current
at the time of receipt of such notice.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.       
          Registration Expenses.All of the following expenses (Registration
          Expenses) incident to the Companys performance of or compliance with
          this Agreement will be borne by the Company, regardless of whether the
          Registration Statement becomes effective:

| | (a)       
               all registration, filing and listing fees;
| | --------------------------------------------------------------------

| | (b)
        fees and expenses of counsel acceptable to the
Holders of a majority of the Registrable Securities for compliance with securities or blue sky laws;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c)       
               the Companys printing, messenger, telephone and delivery expenses;
| | ---------------------------------------------------------------------------------------------

| | (d)       
               fees and disbursements of counsel for the Company;
| | ----------------------------------------------------------------------------

| | (e)       
               fees and disbursements of all independent certified public accountants of the
               Company (including the expenses of any special audit necessary to satisfy the
               requirements of the Securities Act); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               fees and expenses associated with any NASD filing required to be made in
               connection with the Registration Statement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company will, in any event, pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in connection
with the listing of the securities to be registered on the Boston Stock Exchange and the
OTC Bulletin Board.

6.       
          Indemnification and Contribution.

(a)       
          Indemnification by the Company. The Company agrees to indemnify and hold
          harmless each Holder, its officers, directors, employees and agents and each
          Person who controls such Holder within the meaning of either Section 15 of the
          Securities Act or Section 20 of the Exchange Act (each such person being
          sometimes hereinafter referred to as an Indemnified Holder) from and
          against all losses, claims, damages, liabilities and expenses (including
          reasonable costs of investigation and legal expenses) arising out of or based
          upon any untrue statement or alleged untrue statement of a material fact
          contained in any Registration Statement or Prospectus or in any amendment or
          supplement thereto or in any preliminary prospectus, or arising out of or based
          upon any omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein not misleading;
          provided, however, that the Company will not be liable in any such case to the
          extent that any such losses, claims, damages, liabilities or expenses arise out
          of or are based upon any untrue statement or alleged untrue statement or
          omission or alleged omission thereof based upon information furnished in writing
          to the Company by such Holder or its agent expressly for use therein; provided
          further, that the Company shall not be liable in any such case to the extent
          that any such loss, claim, damage, liability or expense arises out of or is
          based upon an untrue statement or alleged untrue statement or omission or
          alleged omission in the Prospectus, if such untrue statement or alleged untrue
          statement, omission or alleged omission was completely corrected in an amendment
          or supplement to the Prospectus and if, having previously been furnished by or
          on behalf of the Company with copies of the Prospectus as so amended or
          supplemented, such Holder thereafter fails to deliver such Prospectus as so
          amended or supplemented, prior to or concurrently with the sale of a Registrable
          Security to the person asserting such loss, claim, damage, liability or expense
          who purchased such Registrable Security which is the subject thereof from such
          Holder. This indemnity will be in addition to any liability which the Company
          may otherwise have.

If
any action or proceeding (including any governmental investigation or inquiry) shall be
brought or asserted against any Indemnified Holder in respect of which indemnity may be
sought from the Company, such Indemnified Holder shall promptly notify the Company in
writing (but the omission to so notify the Company shall not relieve it of any liability
that it may have against

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any Indemnified Holder otherwise than under this subsection), and
the Company shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Holder and the payment of all expenses.
Indemnified Holders shall have the right, collectively, to employ their own counsel in any
such action and to participate in the defense thereof, but the fees and expenses of such
counsel shall be the expense of the Indemnified Holders unless (a) the Company has agreed
to pay such fees and expenses or (b) the Company shall have failed to assume the defense
of such action or proceeding and have failed to employ counsel reasonably satisfactory to
the Indemnified Holders in any such action or proceeding or (c) the named parties to any
such action or proceeding (including any impleaded parties) include the Indemnified
Holders and the Company, and the Indemnified Holders shall have been advised by counsel
that there may be one or more legal defenses available to the Indemnified Holders which
are different from or additional to those available to the Company (in which case, if the
Indemnified Holders notify the Company in writing that they elect to employ their own
counsel at the expense of the Company, the Company shall not have the right to assume the
defense of such action or proceeding on behalf of the Indemnified Holders, it being
understood, however, that the Company shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or proceedings in the
same jurisdiction arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm of attorneys (together
with appropriate local counsel) at any time for the Indemnified Holders which firm shall
be designated in writing by the Indemnified Holders representing at least a majority of
the aggregate principal amount of the outstanding Registrable Securities). Any such fees
and expenses payable by the Company shall be paid to the Indemnified Holders entitled
thereto as incurred by the Indemnified Holders. The Company shall not be liable for any
settlement of any such action or proceeding effected without its written consent, but if
settled with its written consent, or if there be a final judgment for the plaintiff in any
such action or proceeding, the Company agrees to indemnify and hold harmless the
Indemnified Holders from and against any loss or liability by reason of such settlement or
judgment.

(b)       
          Indemnification by Holder. Each Holder agrees to indemnify and hold
          harmless the Company, its respective directors and officers and each Person, if
          any, who controls the Company within the meaning of either Section 15 of the
          Securities Act or Section 20 of the Exchange Act to the same extent as the
          foregoing indemnity from the Company to such Holder, but only with respect to
          information relating to such Holder furnished in writing by such Holder
          expressly for use in any Registration Statement or Prospectus, or any amendment
          or supplement thereto, or any preliminary prospectus. In case any action or
          proceeding shall be brought against the Company or its respective directors or
          officers or any such controlling person, in respect of which indemnity may be
          sought against a Holder, such Holder shall have the rights and duties given the
          Company, and the Company or its respective directors or officers or such
          controlling person shall have the rights and duties given to each holder by the
          preceding paragraph. In no event shall the liability of any Holder hereunder be
          greater in amount than the dollar amount of the proceeds received by such Holder
          upon the sale of the Registrable Securities giving rise to such indemnification
          obligation.

(c)       
          Contribution. If the indemnification provided for in this Section 6 is
          unavailable to an indemnified party under Section 6(a) or Section 6(b) hereof
          (other than by reason of exceptions provided in those Sections) in respect of
          any losses, claims, damages, liabilities or expenses referred to therein, then
          each applicable indemnifying party, in lieu of

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indemnifying such indemnified
          party, shall contribute to the amount paid or payable by such indemnified party
          as a result of such losses, claims, damages, liabilities or expenses, (i) in
          such proportion as is appropriate to reflect the relative benefits received by
          the Company from the sale of the Common Stock to the Purchaser pursuant to the
          Purchase Agreement on the one hand and each Holder from the offering of the
          Registrable Securities by such Holder, on the other hand, or (ii) if the
          allocation provided by clause (i) above is not permitted by applicable law, in
          such proportion as is appropriate to reflect not only the relative benefits
          referred to in clause (i) above but also the relative fault of the Company on
          the one hand and each Holder on the other in connection with the statements or
          omissions that resulted in such losses, claims, damages, or liabilities, as well
          as the other relevant equitable considerations. The relative benefits received
          by the Company on the one hand and each Holder on the other shall be deemed to
          be in the same proportion as the aggregate amount paid by the Purchaser to the
          Company pursuant to the Purchase Agreement for the Registrable Securities
          purchased by such Holder that were sold pursuant to the Registration Statement
          bears to the difference (the Difference) between the amount such
          Holder paid for the Registrable Securities that were sold pursuant to the
          Registration Statement and the amount received by such Holder from such sale.
          The relative fault shall be determined by reference to, among other things,
          whether the untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates to information
          supplied by the Company or the particular Holder and the parties relative
          intent, knowledge, access to information and opportunity to correct or prevent
          such untrue statement or omission. The Company and the Holders agree that it
          would not be just and equitable if contributions pursuant to this Section 6(c)
          were to be determined by pro rata allocation or by any other method of
          allocation that does not take account of the equitable consideration referred to
          in the first sentence of this Section 6(c). The amount paid by an indemnified
          party as a result of the losses, claims, damages or liabilities referred to in
          the first sentence of this Section 6(c) shall be deemed to include any legal or
          other expenses reasonably incurred by such indemnified party in connection with
          investigation or defending against any action or claim that is the subject of
          this Section 6(c). Notwithstanding the provisions of this Section 6(c), each
          Holder shall not be required to contribute any amount in excess of the amount by
          which the Difference exceeds the amount of any damages that such Holder has
          otherwise been required to pay by reason of such untrue or alleged untrue
          statement or omission or alleged omission. No person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the Securities Act),
          shall be entitled to contribution from any person who was not guilty of such
          fraudulent misrepresentation.

7.       
          Rule 144 and Rule 144A. For so long as the Company is subject to the
          reporting requirements of Section 13 or 15 of the Exchange Act, the Company
          covenants that it will file the reports required to be filed by it under the
          Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and
          regulations adopted by the SEC thereunder. If the Company is not subject to the
          reporting requirements of Section 13 or 15 of the Exchange Act, the Company also
          covenants that it will provide the information required pursuant to Rule
          144A(d)(4) under the Securities Act upon the request of any Holder which
          continue to be restricted securities within the meaning of Rule
          144(a)(3) under the Securities Act and it will take such further action as any
          holder of such Registrable Securities may reasonably request, all to the extent
          required from time to time to enable such holder to sell its Registrable
          Securities without registration under the Securities Act within the limitation
          of the exemptions provided by (a) Rule 144 under the Securities Act, as such
          Rule may be amended from time to time, so long as such provision does not
          require the public filing of information relating to the Company which the
          Company is

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not otherwise required to file, (b) Rule 144A under the Securities
          Act, as such Rule may be amended from time to time, or (c) any similar rule or
          regulation hereafter adopted by the SEC that does not require the public filing
          of information relating to the Company. Upon the request of any Holder, the
          Company will deliver to such Holder a written statement as to whether it has
          complied with such requirements.

8.
Miscellaneous.

(a)       
          No Inconsistent Agreements. The Company will not on or after the date of
          this Agreement enter into any agreement with respect to their securities which
          is inconsistent with the rights granted to the Holders in this Agreement or
          otherwise conflicts with the provisions hereof. The rights granted to the
          Holders hereunder do not in any way conflict with and are not inconsistent with
          the rights granted to the holders of the Companys securities under any
          such agreements.

(b)       
          Adjustments Affecting Registrable Securities. The Company will not take
          any action, or permit any change to occur, with respect to the Registrable
          Securities which would adversely affect the ability of the Holders to include
          such Registrable Securities in a registration undertaken pursuant to this
          Agreement.

(c)       
          Amendments and Waivers. The provisions of this Agreement, including the
          provisions of this sentence, may not be amended, modified or supplemented, and
          waivers or consents to departures from the provisions hereof may not be given
          unless the Company has obtained the written consent of Holders of a majority of
          the Registrable Securities.

(d)       
          Notices. All notices, requests, consents and other communications
          hereunder shall be by telecopier, with a copy being mailed by a nationally
          recognized overnight express courier, and shall be deemed given when receipt is
          acknowledged by transmit confirmation report, and shall be delivered as
          addressed as follows:

| | (1)       
               if to a Purchaser, at the most current address given by the Purchaser to the
               Company in accordance with the provisions of this Section 8(d) which address
               initially is as set forth at the head of this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               if to a Holder, at its address of record as indicated on the books of the
               transfer agent and registrar for the Registrable Securities; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               if to the Company, initially at its address set forth at the head of this
               Agreement and thereafter at such other addresses notice of which is given in
               accordance with the provisions of this Section 8(d).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)       
          Successors and Assigns. This Agreement shall inure to the benefit of and
          be binding upon the successors and assigns of each of the parties, including
          without limitation and without the need for an express assignment, subsequent
          Holders.

(f)       
          Counterparts. This Agreement may be executed in any number of
          counterparts and by the parties hereto in separate counterparts, each of which
          when so executed

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shall be deemed to be an original and all of which taken
          together shall constitute one and the same agreement.

(g)       
          Headings. The headings in this Agreement are for convenience of reference
          only and shall not limit or otherwise affect the meaning hereof.

(h)       
          Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the Commonwealth of Pennsylvania (without reference
          to its rules as to conflicts of law) and the federal law of the United States of
          America.

(i)       
          Severability. In the event that any one or more of the provisions
          contained herein, or the application thereof in any circumstance, is held
          invalid, illegal or unenforceable, the validity, legality and enforceability of
          any such provision in every other respect and of the remaining provisions
          contained herein shall not be affected or impaired thereby.

(j)       
          Entire Agreement. This Agreement is intended by the parties as a final
          expression of their agreement and intended to be a complete and exclusive
          statement of the agreement and understanding of the parties hereto in respect of
          the subject matter contained herein. There are no restrictions, promises,
          warranties or undertakings, other than those set forth or referred to herein
          with respect to the registration rights granted by the Company with respect to
          the securities sold pursuant to the Purchase Agreement. This Agreement
          supersedes all prior agreements and understandings between the parties with
          respect to such subject matter.

9.       
          Counterparts. This Agreement may be executed in two or more counterparts,
          each of which shall constitute an original, but all of which, when taken
          together, shall constitute but one instrument, and shall become effective when
          one or more counterparts have been signed by one party hereto and delivered to
          the other party. Facsimile signatures are considered to be originals and shall
          have the same effect.

[Signatures on next
page]

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IN
WITNESS WHEREOF, the Purchaser and Company have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above written.

| | COMPANY:                                  
| | ------------------------------------------
| | DERMA SCIENCES, INC.                      
| | By:____________________________           
| | Edward J. Quilty                          
| | President and Chief Executive
     Officer
| | PURCHASER:                                
| | _______________________________           
| | _______________________________           
| | (Additional Signature if Joint Ownership) 
|

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