0001088020-06-000030 Sample Contracts

SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of April __, 2006 (the “Amendment”), is entered into by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Lender”), and DERMA SCIENCES, INC. a Pennsylvania Corporation (“Derma”), and SUNSHINE PRODUCTS, INC., a Missouri Corporation (“Sunshine” and together with Derma, individually and collectively, “Borrower”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

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SUBORDINATION AGREEMENT
Subordination Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This Subordination Agreement is made as of April __, 2006 by and among Derma Sciences, Inc., a Pennsylvania Corporation (“Borrower”), Western Medical, Ltd, a New Jersey corporation (“Subordinated Creditor”), and CapitalSource Finance LLC (“Senior Lender”).

COLLATERAL ASSIGNMENT OF ASSET PURCHASE AGREEMENT
Collateral Assignment of Asset Purchase Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • Maryland

THIS COLLATERAL ASSIGNMENT OF ASSET PURCHASE AGREEMENT (this “Assignment”), dated to be effective as of April ___, 2006, is by DERMA SCIENCES, INC., a Pennsylvania corporation (“Derma”), in favor of CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Lender”).

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