AGREEMENT

AGREEMENT

between

(1) DNA Print genomics, Inc., 900 Cocoanut Avenue, Sarasota, FL 34236, USA

referred to as the Purchaser

and

(2) Heidelberg Innovation BioScience Venture II GmbH & Co. KG, represented by

Heidelberg Innovation Fonds Management GmbH, Neuenheimer Feld 581, 69120

Heidelberg,

referred to as BSV II

(3) Heidelberg Innovation Parallel-Beteiligungs GmbH & Co. KG a.A. represented

by Heidelberg Innovation Fonds Management GmbH Neuenheimer Feld 581, 69120

Heidelberg

referred to as HIPB and together with BSV II as Sellers

Preamble

Biofrontera AG is a German stock corporation registered with the commercial

register of the local court Cologne under HRB 49717, with its principle office

at Hemmelrather Weg 201, 51377 Leverkusen, Germany (the Biofrontera AG).

As of the signing of this agreement BSVII holds 314,178 preferred shares class B

and HIPB holds 169,173 preferred shares class B in Biofrontera AG. Further,

BSVII and/or HIPB intend to purchase 191,520 preferred shares class A and

231,587 preferred shares class B in Biofrontera AG from 3i Group Investments

Limited Partnership (the 3i). Biofrontera AG intends - with the consent of the

holders of the preferred shares class A and B and the consent of Biofrontera

AG's general meeting - to convert all preferred shares class A and B into common

shares. All shares held by BSVII and HIPB together, including shares acquired

from 3i, now and after the conversion of the preferred shares class A and B into

common shares are referred to as the Shares.

Biofrontera AG's management board with the consent of the supervisory board has

issued 60,000 convertible bonds with the nominal value of EUR 1.00 of each

convertible bond pursuant to the authorisation of Biofrontera AG's general

meeting dated 18 September 2004 (the Convertible Bonds). As of the signing of

this agreement, BSVII holds 22,000 Convertible Bonds and HIPB holds 5,500

Convertible Bonds. Further, BSVII and/or HIPB intend to purchase 15,000

Convertible Bonds from 3i. Each Convertible Bond entitles the bearer to convert

the Convertible Bond into one preferred share class B of Biofrontera AG.

Biofrontera AG intends - with the consent of the bearer of the Convertible Bonds

and the consent of Biofrontera AG's general meeting - to amend the conditions of

the Convertible Bonds so that each Convertible Bonds entitles the bearer to

convert one Convertible Bond into one common share of Biofrontera AG. All

Convertible Bonds held by BSVII and HIPB together, including Convertible Bonds

acquired from 3i, now and after the amendment to the conditions of the

Convertible Bonds are referred to as the H-Convertible Bonds.

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On 18 September 2004 Biofrontera AG as borrower and 3i, BSVII, HIPB, TechnoMedia

Kapitalbeteiligungsgesellschaft Koln mbH and Professor Dr. Detlev Riesner as

lenders entered into a loan agreement, under which the lenders undertook to

grant EUR 1,200,000 to Biofrontera AG of which EUR 150,000 were only to be

granted to the Company at the sole discretion of the lenders (the 1. Loan

Agreement). Pursuant to the 1. Loan Agreement BSVII granted to Biofrontera AG a

loan in the amount of EUR 357,500 of which EUR 22,000 were paid in settlement of

the issue price of the H-Convertible Bonds issued to BSVII. Pursuant to the 1.

Loan Agreement HIPB granted to Biofrontera AG a loan in the amount of EUR

192,500 of which EUR 5,500 were paid in settlement of the issue price of the

H-Convertible Bonds issued to HIPB. Any and all rights and obligations of BSVII

under the 1. Loan Agreement (in particular its repayment claim of EUR 335,500)

are collectively referred to as the 1. BSVII-Loan. Any and all rights and

obligations of HIPB under the 1. Loan Agreement (in particular its repayment

claim of EUR 187,000) are collectively referred to as the HIPB-Loan. BSVII

and/or HIPB intend to purchase all rights and obligations of 3i under the 1.

Loan Agreement, in particular its repayment claim of EUR 247,500 vis-a-vis the

Company (3i's rights and obligations under the 1. Loan Agreement collectively

referred to as the 3i Loan).

On 13 March 2005 Biofrontera AG as borrower, BSVII, TechnoMedia

Kapitalbeteiligungsgesellschaft Koln GmbH and Professor Dr. Detlev Riesner as

lenders and the remaining shareholders of Biofrontera AG as of 13 March 2005

entered into loan agreement, under which the lenders undertook to grant EUR

550,000 to Biofrontera AG (the 2. Loan Agreement). Pursuant to the 2. Loan

Agreement BSVII granted to Biofrontera AG a loan in the amount of EUR 306,000.

Any and all rights and obligations of BSVII under the 2. Loan Agreement (in

particular its repayment claim of EUR 306,000) are collectively referred to as

the 2. BSVII-Loan. The 1. and 2. BSVII-Loan, the HIPB-Loan and the 3i Loan are

referred to as the Loans.

Each of the Sellers intends to waive vis-a-vis the shareholders of Biofrontera

AG its rights pursuant to the Loans, subject to the acceptance of Biofrontera

AG, and to subscribe for newly issued common shares in Biofrontera AG in return

for the waiver (the Conversion). The Sellers intend to subscribe for 57,767

newly issued common shares for the 1.BSVII-Loan, 52,449 newly issued common

shares for the 2.BSVII-Loan, 14,441 newly issued common shares for the HIPB-Loan

and 39,388 newly issued common shares for the 3i Loan (together the New Shares).

BSVII and HIPB are parties to a shareholders' agreement dated 5 July 2005 (the

Shareholders' Agreement), which is fully known to all of the parties hereto.

Words in capital letters not defined in this Agreement shall have the meaning

ascribed to them in the Shareholders' Agreement.

Biofrontera AG intends to issue convertible bonds up to the aggregated nominal

value of EUR 20,000,000. The corresponding shareholders' resolutions

substantially in the form of Error! Reference source not found. shall be passed

at a shareholders' meeting on 5 July 2005 (the P-Convertible Bonds).

1. UNDERTAKING OF THE PURCHASER

1.1 Subject to Subclauses 1.4 to 1.7 the Purchaser undertakes vis-a-vis each

of the Sellers to purchase the Shares, the New Shares and the

H-Convertible Bonds from the Sellers under the terms and condition as set

out substantially in Annex 1 (the Purchase Agreement). The parties agree

that the final Purchase Agreement shall specify which and how many Shares,

New Shares (or Loans, as the case may be) and H-Convertible Bonds will be

sold and transferred by which of the Sellers and that each of the Sellers

guarantees severally the warranties for the Shares, New Shares (or Loans,

as the case may be) and the H-Convertible Bonds. If and to the extent that

the Sellers did not effect the Conversion of their Loans as described in

the Preamble and subject to Subclauses 1.4 to 1.7 the Purchaser undertakes

vis-a-vis the Sellers to purchase the Loans for the purchase price of the

New Shares.

1.2 If and to the extent that Shareholders exercise their right of first

refusal pursuant to clause 6 of the Shareholders' Agreement and purchase

some but not all parts of the Shares or New Shares the Purchaser

undertakes - subject to Subclauses 1.4 to 1.7 - vis-a-vis each of the

Sellers to purchase the remaining Shares or New Shares under the terms and

conditions as set out substantially in the Purchase Agreement.

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1.3 If and to the extent that B Investors exercise their Tag-Along Right

pursuant to clause 7 of the Shareholders' Agreement the Purchaser

undertakes - subject to Subclauses 1.4 to 1.7 - vis-a-vis each of the

Sellers to purchase the number of shares of the Exercising B Investors as

provided for in clause 7 of the Shareholders' Agreement instead of the

relevant number of the Shares and New Shares and the remaining Shares and

New Shares under the terms and conditions as set out substantially in the

Purchase Agreement.

1.4 The purchase prices for the Shares, New Shares and the H-Convertible Bonds

as stipulated in Annex 1 shall be adjusted if and to the extent that the

purchase price per share, per Convertible Bond and per New Share

subscribed for in connection with waiving the 3i Loan paid by the Sellers

to 3i respectively is lower than set forth in Annex 1.

1.5 The Sellers shall only be entitled to exercise their rights pursuant to

Subclauses 1.1, 1.2 and 1.3 if Biofrontera AG will not have issued

P-Convertible Bonds in the aggregated amount of at least EUR 10,000,000 by

31 December 2005.

1.6 The Sellers shall only be entitled to exercise their rights pursuant to

Subclauses 1.1 to 1.5 jointly. Subject to Subclauses 1.2 and 1.3 the

Sellers shall only be entitled to exercise their rights pursuant to

Subclauses 1.1 to 1.5 with regard to all Shares, New Shares (or Loans, as

the case may be) and all H-Convertible Bonds.

1.7 The Sellers must notify the Purchaser of the exercise of their rights

pursuant to this Clause in written within the period of 1 January 2006

until 14 January 2006 (inclusive). The receipt of the notice by the

Purchaser is conclusive. The Purchaser acknowledges that such exercise is

subject to the right of first refusal under clause 6 and the Tag-Along

Right under clause 7 of the Shareholders' Agr