DNAprint Genomics (DNAG)

[geob]

In order to complete future acquisitions and to provide working capital for us,
on September 28, 2004, we entered into an Investment Agreement and a
Registration Rights Agreement with Dutchess Private Equities Fund, II, L.P.,
("Dutchess", or the "Investor") a Delaware limited partnership. The agreement
will require us to register a sufficient number of shares that we will then
issue to Dutchess in return for up to $35 million in cash over a two-year
period. The Company will be required to seek additional shareholder approval for
a restructuring of the capital stock of the Company in order to use fully the
Dutchess facility in order to continue operations and complete acquisitions.

We evaluated a number of other investment vehicles, including private placement
through venture capital sources and concluded that not only were the terms and
conditions prohibitive to our Company but they also brought high equity
dilution. The Dutchess Agreement provided the lowest dilution (dependent upon
our share price) with the fewest restrictions.

A FAIR DEAL---GEO