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 John E. Yetter, CPA (“Employee”). 

        **WHEREAS**,Employee is currently employed by Employer as its Vice President and Chief FinancialOfficer 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.** Employerhereby employs Employee, and Employee agrees to be employed by Employer, as Employer’sVice President and Chief Financial Officer with such duties appropriate to his office asmay be assigned, from time to time, by the President and Chief Executive Officer ofEmployer and upon the terms and conditions hereinbelow set forth.  

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

        **3.****Timeand 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 Two Hundred      Twenty-Five Thousand Seven HundredFifty Dollars  ($225,750) 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 March 31, 2010unless sooner terminated pursuant to Sections 6 or 7 hereinbelow or unless renewed orextended by mutual agreement of the parties hereto.  

        **6.****Severance.** Inthe event that Employer, without cause, either terminates the Employment of Employee orfails to renew this Agreement upon expiration hereof, Employer shall pay to Employeeseverance compensation in the amount of six months’ base compensation, from the dateof said termination or expiration, as applicable, at the rate most recently in effectpursuant 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, tender hisresignation from Employer and receive severance compensation as provided in paragraph 6above to the same extent as if Employer had terminated Employee without cause as of thedate of Employee’s resignation. For purposes of this paragraph, a “change incontrol”          shall mean a change in ownership of stock possessing greater thanfifty percent (50%) of the total combined voting power of all classes of stock entitledto vote of Employer.  

        **8.****CompensationSubject to IRC Section 409A.** If, and to the extent, any portion of the severancecompensation payable hereunder exceeds the amount immediately payable upon separationfrom service under Internal Revenue Code Section 409A(a)(2) and regulations thereunder(such compensation, “Excess 409A(a)(2) Compensation”), then no portion of theExcess 409A(a)(2) Compensation shall be payable prior to the earlier of (i) the Employee’sdate of death, or (ii) the date which is six months after the date of the Employee’sseparation from service.  

        **9.****OptionExercise Extension.** In the event that Employer, without cause, either terminatesEmployee’s employment or fails to renew this Agreement upon expiration hereof, or inthe event Employee tenders his resignation upon a “change in control,” thenthe period to exercise any option to purchase the securities of Employer ofwhich Employee may be possessed shall be extended to the expiration thereof asset forth in the option instrument.  

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