AGREEMENT AND MUTUAL RELEASE

     1.  PARTIES.   This  Agreement is entered into on September 22, 2005 by and
between  GARY  M. SCOTT ("SCOTT"), an individual residing in Munich, Germany, on
the  one  hand,  and DERMISONICS, INC. ("DERMISONICS"), a Nevada corporation, on
the  other  hand.

     2.  DEFINITIONS.  The  following  terms  shall  have the meanings set forth
below  when  used  in  this  Agreement:

         2.1  "Agreement"  shall  mean  this  Agreement  and  Mutual  Release,
together  with  the  exhibits  attached  hereto.

         2.2  "Claims"  shall  mean  any  and  all  claims,  demands,  rights,
agreements,  contracts,  options,  covenants,  representations,  warranties,
promises,  undertakings,  actions,  suits,  causes  of  action,  obligations,
controversies,  debts,  costs, expenses (including but not limited to attorneys'
fees),  accounts, damages, judgments, losses and liabilities of whatever kind or
nature,  fixed  or  contingent,  in  law,  equity or otherwise, whether known or
unknown,  whether  or  not  apparent  or concealed that relate to the conduct of
business  by  DERMISONICS and SCOTT in furtherance of the business and prospects
of  DERMISONICS  and  the  actions  of  SCOTT  and  DERMISONICS relative to such
business  activities  that  exist  as  of  the  Effective  Date.

         2.3  "Dispute"  shall  mean  any  controversy,  dispute,  or  claim of
whatever  nature  arising  out  of,  in  connection  with, or in relation to the
interpretation,  performance  or  breach  of  this Agreement, including, but not
limited  to,  any controversy, dispute, or claim based on contract, tort, or any
federal,  state, or local statute, law, order, ordinance, or regulation, whether
seeking  equitable  or  legal  relief  of  any  kind  or  nature.

         2.4  "Effective  Date,"  for  accounting and all other purposes, shall
mean  September  22,  2005.

         2.5  "Note"  shall  mean  that  certain Promissory Note dated June 30,
2004  executed  by  DERMISONICS  in  favor  of  SCOTT in the principal amount of
$500,000.

         2.6  "Release"  shall  mean  the mutual general releases to be entered
into  by and between SCOTT, on the one hand, and DERMISONICS, on the other hand.

     3.  RECITALS.  This  Agreement  is  entered  into  with  reference  to  the
following  facts,  the  truthfulness  and  accuracy  of which the parties hereby
acknowledge:

         3.1  DERMISONICS  is  in  default  of  the  Note.


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         3.2  DERMISONICS  owes  SCOTT  $60,000 in accordance with the terms of
the  Consulting  Agreement  between  the  parties  dated  December  3, 2004 (the
"Consulting  Fee."

         3.3  A  controversy  may  exist  between  the  parties  concerning the
Claims;  however,  neither  party has filed a complaint or taken any other court
action  with  respect  to  such  controversy.

     4.  ACKNOWLEDGEMENT  OF  AMOUNTS  DUE.  SCOTT  hereby  acknowledges  that
DERMISONICS  owes  him,  as  of  the  date  hereof,  a  total  of $653,880.00 in
principal,  accrued  interest,  and  extension  fees  to  fully  repay the Note.
DERMISONICS  acknowledges  that  it  owes  SCOTT $60,000 for the Consulting Fee,
which  will  be  repaid  out  of  the  proceeds  of  the  next investment by VEM
Aktienbank  AG  within  24  hours  of DERMISONICS receiving good funds from such
investment.

     5.  WIRE TRANSFER OF AMOUNT DUE. DERMISONICS hereby represents that it will
wire  $653,880.00  upon  the  receipt  of  an executed copy of this Agreement by
SCOTT;  however, the parties acknowledge that this Agreement will be of no force
or  effect if DERMISONICS does not wire $653,880.00 to the account designated by
SCOTT  within  24  hours  after  the  Effective  Date.

     6.  MUTUAL  GENERAL  RELEASES.

         6.1  RELEASE  OF  SCOTT BY DERMISONICS.  In consideration  of the terms
and  provisions  of  this  Agreement,  DERMISONICS,  and each of their officers,
directors, employees, successors, heirs, representatives, affiliates, executors,
attorneys,  administrators,  accountants,  and all other related individuals and
entities  (the  "Dermisonics  Parties"),  if  any,  shall  and do hereby forever
relieve,  release,  and  discharge  SCOTT  and  his  successors,  heirs,
representatives, affiliates (including but not limited to Ronald L. Pellegrini),
executors,  attorneys,  administrators, accountants, employees, from any and all
Claims;  provided,  however, neither this Section 6.1 nor any other term of this
Agreement  shall  release  SCOTT from any Disputes for breach of this Agreement.
This  Release  includes,  but  is not limited to, all Claims arising directly or
indirectly  from  SCOTT's  involvement  with  DERMISONICS.

         6.2   RELEASE  OF  DERMISONICS  AND  CERTAIN  GUARANTORS BY SCOTT.  In
consideration  of  the  terms  and  provisions  of this Agreement, SCOTT and his
successors,  heirs,  representatives,  affiliates  (including but not limited to
Ronald  L.  Pellegrini),  executors,  attorneys,  administrators,  accountants,
employees,  does  hereby  forever  relieve,  release,  and discharge each of the
Dermisonics Parties from any and all Claims other than DERMISONICS obligation to
pay  the  Consulting  Fee  as  set  forth  in Section 4 above, which release and
discharge  shall  include  the  release  and  discharge  of  any  and


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all personal guarantees of the Note made by those certain guarantors referred to
in  the  Note.

          6.3  SECTION  1542  OF  THE CALIFORNIA CIVIL CODE.  The parties hereto
expressly  waive any and all rights under California Civil Code Section 1542, or
any  other  federal,  state, or local statutory rights or rules or principles of
common  law  or equity similar to Section 1542 similar provision. Thus, no party
may  invoke  the  benefits  of Section 1542 or any similar provision in order to
prosecute  or  assert  in  any  manner any Claims released under this Agreement.
Section  1542  provides  as  follows:

          "A  general  release  does  not  extend  to claims which the
          creditor  does  not know or suspect to exist in his favor at
          the  time  of  executing  the release, which if known by him
          must  have  materially  affected  his  settlement  with  the
          debtor."

          6.4  DISCOVERY  OF  ADDITIONAL  FACTS.  The  parties  expressly  and
knowingly  acknowledge  that,  after  the  execution of this Agreement, they may
discover  facts different from or in addition to those that each party now knows
or  believes  to  be true with respect to the Claims released in this Agreement.
Nonetheless,  each  party agrees that this Agreement shall be and remain in full
force  and  effect in all respects, notwithstanding such different or additional
facts.  It  is  the  intention  hereby  fully, finally and forever to settle and
release  the  Claims  released  herein.  In  furtherance  of such intention, the
releases  given  in  this  Agreement  shall  be and remain in effect as full and
complete  releases  of  such Claims, notwithstanding the discovery by any of the
parties  of  the  existence  of  any  additional or different Claims or of facts
relating  to the Claims.  Similarly, in entering into this Agreement, each party
assumes  the  risk  of  misrepresentations, concealment, or mistakes, and if any
party  should  subsequently  discover  that  any  fact such party relied upon in
entering  into  this Agreement was untrue, that any fact was concealed from such
party,  or  that  such  party's understanding of the facts or law was incorrect,
such  party  shall not be entitled to set aside the mutual releases provided for
herein  or  be  entitled  to  recover  any  damages  on that account. The mutual
releases  set  forth  in  this Agreement are intended, pursuant to the advice of
independently  selected legal counsel, to be final and binding between and among
the  parties  thereto  regardless  of  any allegations of misrepresentations, or
promises  made without the intention of performance, or concealment of facts, or
mistake  of  fact  or  law  or  of  any  other  circumstances  whatsoever.

         6.5  COVENANT  NOT TO SUE.  Except as required to enforce the terms of
this  Agreement  or to the extent required by law, DERMISONICS, on the one hand,
and  SCOTT,  on  the other hand, each agree not to bring, or to induce or assist
any  person  or  entity  to  bring, any Claim, action, or proceeding released or
dismissed  under this Agreement. The parties each agree that this Agreement is a
bar  to  bringing,  inducing or assisting, except to the extent required by law,
any  such  Claim,  action,  or  proceeding,


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and  that each shall indemnify and hold the other harmless, from and against any
Claims  arising  out  of  or connected with a breach of this Section 6.5 of this
Agreement.

         6.6  NON-ASSIGNMENT  OF  CLAIMS.  DERMISONICS,  on  the  one hand, and
SCOTT,  on  the other hand, represent and warrant that he or it has not assigned
or  transferred  any  portion of the Claims released under this Agreement to any
other  person  or  entity,  and  that  no other person or entity has any lien or
interest  in  any  such  Claims. DERMISONICS, on the one hand, and SCOTT, on the
other  hand, shall indemnify each other and defend and hold each other harmless,
from and against any and all Claims arising out of or connected with a breach of
this Section 6.6 of this Agreement or any Claim arising out of or connected with
any  such  prior  assignment  or  transfer  (or any such purported assignment or
transfer).

         6.7  NON-DISPARAGEMENT  COVENANT;  CONFIDENTIALITY  OF AGREEMENT.  The
parties  hereto  each  agree  that he or it, as the case may be, will not in any
manner publish or make any written or oral statement concerning any of the other
parties  to  this  Agreement,  and  their  officers,  directors,  employees, and
stockholders  that is derogatory, denigrating, or creates any negative inference
concerning another party and any personal, business, or other dealings he or it,
as  the  case may be, may have had with another party.  The parties agree that a
breach of the terms of this Section 6.7 will constitute a material breach of the
terms  of  this Agreement excusing further performance by the damaged party and,
because of the difficulty in establishing the damages that may result therefrom,
will  justify  the  imposition  of liquidated damages of $50,000 per occurrence.
The  parties  agree  that  the  terms of this Agreement are confidential and the
parties covenant that they will not disclose the terms of this Agreement or show
this  Agreement  to  anyone  other than their respective attorneys, accountants,
auditors,  spouses, and/or governmental agencies if compelled by any such agency
to disclose the terms of this Agreement.  Notwithstanding the foregoing, nothing
herein  shall  inhibit  a  party  from  complying with a legal order to disclose
information  about  another  party.

     7.  MISCELLANEOUS  TERMS.

         7.1  WAIVERS.     No  modification,  amendment or waiver of any of the
provisions  contained  in the Agreement, or any future representations, promise,
or  condition  in  connection with the subject matter of the Agreement, shall be
binding  upon  any  party  to the Agreement unless made in writing and signed by
such  party  or  by  a  duly  authorized  officer  or  agent  of  such party. No
alteration, modification or impairment will be implied by reason of any previous
waiver,  extension  of time, or delay or omission in exercise of rights or other
indulgence.

         7.2  AMENDMENTS;  SUPPLEMENTS.  This  Agreement  may  be  amended  or
supplemented  at  any  time  by  the  mutual  written  consent of the respective
parties.


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         7.3  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
agreement  between  the parties hereto with respect to the subject matter hereof
and  supersedes  all  prior  agreements  and  understandings,  oral and written,
between  the  parties  hereto  with  respect  to  the  subject matter hereof. No
representation, warranty, promise, inducement or statement of intention has been
made by any party which is not embodied in this Agreement, and no party shall be
bound  by,  or  be  liable  for,  any alleged representation, warranty, promise,
inducement  or  statement  of  intention  not  embodied  herein  or  therein.

         7.4  BINDING  EFFECT;  BENEFITS.  This  Agreement  shall  inure to the
benefit of and be binding upon the parties hereto and their respective permitted
successors  and assigns. Notwithstanding anything contained in this Agreement to
the  contrary,  nothing  in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto or their respective permitted
successors  and  assigns, any rights, remedies, obligations or liabilities under
the  Agreement.

         7.5  ASSIGNABILITY.  Neither  this  Agreement  nor any of the parties'
rights  hereunder  shall be assignable by DERMISONICS or SCOTT without the prior
written  consent  of  the  other.

         7.6  NOTICES.  Any  notice or the delivery of any item to be delivered
by  a  party  hereto shall be delivered personally or by commercial express mail
service  (e.g.  FedEx,  UPS,  DHL),  postage  prepaid,  next-day  delivery.  Any
personal delivery made shall be deemed to have been made upon the execution of a
receipt  for  the  item  to  be delivered by the party to whom delivery is made.
Delivery  by  commercial  express mail service shall be deemed to have been made
when  delivered  by  such  service  to  the  party  to whom addressed.  All such
deliveries  shall be made to the following addresses, or such other addresses as
the  parties may have instructed the others in accordance with the provisions of
this  Section:

          (a)     If  to  SCOTT:             Gary  M.  Scott
                                             Schumannstrasse  1
                                             81679  Munich,  Germany

          (b)     If  to  DERMISONICS:       Dermisonics,  Inc.
                                             c/o  Bruce  H.  Haglund
                                             2  Park  Plaza,  Suite  450
                                             Irvine,  California  92614   USA

Any party may change his or its address for purposes of this paragraph by giving
the other party written notice of the new address in the manner set forth above.

         7.7  SEVERABILITY.  The  validity,  legality  or enforceability of the
remainder  of  the provisions in any of this Agreement will not be affected even
if  one  or


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more  of the provisions of this Agreement will be held to be invalid, illegal or
unenforceable  in  any  respect.

         7.8  GOVERNING  LAW; JURISDICTION. This Agreement have been negotiated
and  entered  into in the State of California, and all questions with respect to
this Agreement and the rights and liabilities of the parties will be governed by
the  laws  of  that  state,  regardless  of  the  choice  of  laws provisions of
California  or  any  other  jurisdiction.

         7.9  ATTORNEYS'  FEES.  If  any  proceeding or litigation is commenced
(including  any proceedings in a bankruptcy court) between the parties hereto or
their  Representatives concerning any provision of this Agreement, or the rights
and  duties  of  any  person or entity thereunder, solely as between the parties
hereto  or  their successors, the party or parties prevailing in such proceeding
will  be  entitled to the reasonable attorneys' fees and expenses of counsel and
court  costs or arbitration incurred by reason of such litigation or proceeding.

      (The remainder of this page is intentionally blank.  The signature page
                                    follows.)

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.


---------------------------------------
GARY  M.  SCOTT


DERMISONICS,  INC.


By:
     ----------------------------------
     Bruce  H.  Haglund,  Chairman


AGREED  AND  ACCEPTED  AS  TO  SECTION  6:


----------------------------------------
RONALD  L.  PELLEGRINI


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