THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT
BE  SOLD  OR  OFFERED  FOR  SALE  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION
STATEMENT  UNDER  THE  ACT  AND  ANY  APPLICABLE  STATE  SECURITIES  LAWS  OR AN
APPLICABLE  EXEMPTION  FROM  SUCH  REQUIREMENTS.

                           $32,826.96 PRINCIPAL AMOUNT

                                DERMISONICS, INC.

                8.0% CONVERTIBLE DEBENTURE DUE  NOVEMBER 17, 2005

     THIS DEBENTURE is issued by DERMISONICS, INC., a corporation duly organized
and  existing  under  the  laws  of  the State of Nevada (the "Company"), and is
designated as the Company's 8.0% Convertible Debenture Due November 17, 2005, in
an  aggregate  principal  amount  equal  to  Thirty-two  Thousand  Eight Hundred
Twenty-six  U.S.  Dollars  and  Ninety-six  U.S.  Cents  (U.S.  $32,826.96) (the
"Debenture").

     FOR  VALUE  RECEIVED,  the Company promises to pay to ALAN FEIN, 3000 Bronx
Park  East,  Bronx,  New  York  10467,  the  initial holder hereof, or its order
(including  successors-in-interest,  the  "Holder"),  the  principal  sum  of
Thirty-two  Thousand  Eight  Hundred Twenty-six U.S. Dollars and Ninety-six U.S.
Cents (U.S. $32,826.96) on a date one year from the execution date hereof, being
November 17, 2005 (the "Maturity Date") and to pay interest on the principal sum
outstanding  under  this  Debenture (the "Outstanding Principal Amount"), at the
rate  of  8.0%  per  annum.

     All  principal  and  interest  shall be due on the Maturity Date.  Interest
shall  accrue  daily  commencing  on  the  date  hereof and shall continue until
payment  in  full  of  all  amounts  due  under this Debenture.  The interest so
payable will be paid to the person in whose name this Debenture is registered on
the records of the Company regarding registration and transfers of the Debenture
(the "Debenture Register").  The Maturity Date may be extended at the discretion
of the Holder on a month-to-month basis for up to one year by written instrument
executed  by Holder.  Approval of any extension by Holder does not oblige Holder
to  approve  any  further  extension.

     The  principal of, interest on, and default payments (referred to below) in
respect  of  this  Debenture  are payable in such coin or currency of the United
States  as  of  the  time  of  payment is legal tender for payment of public and
private  debts,  at  the address last appearing on the Debenture Register of the
Company  as  designated  in  writing  by  the  Holder  hereof from time to time.

     This Debenture is subject to the following additional provisions:


                                        1
<PAGE>
     1.     DENOMINATION.  The  Debentures  are  exchangeable  for  an  equal
            ------------
aggregate  principal  amount  of  Debentures  of  different  denominations,  as
requested  by  the Holder surrendering the same.  No service charge will be made
for  such  registration  or  transfer  or  exchange.

     2.     TRANSFERS.  This  Debenture  may  be transferred or exchanged in the
            ---------
United  States  only  in  compliance with the Securities Act of 1933, as amended
(the  "Act")  and  applicable  state  securities  laws, or applicable exemptions
therefrom.  Prior to due presentment for transfer of this Debenture, the Company
may  treat  the  person  in  whose name this Debenture is duly registered on the
Company's  Debenture  Register  as the owner hereof for the purpose of receiving
payment as herein provided, whether or not this Debenture is overdue.

     3.     DEFINITIONS.  For  purposes  hereof  the following definitions shall
            -----------
apply:

          "Change  in  Control Transaction" shall mean the occurrence of (x) any
          ---------------------------------
consolidation  or  merger  of  the Company with or into any other corporation or
other  entity  or  person  (whether  or  not  the  Company  is  the  surviving
corporation),  or any other corporate reorganization or transaction or series of
related  transactions in which in excess of 50% of the Company's voting power is
transferred  through  a  merger,  consolidation,  tender  offer  or  similar
transaction,  or  (y)  any person (as defined in Section 13(d) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange Act")), together with its
affiliates and associates (as such terms are defined in Rule 405 under the Act),
beneficially  owns  or is deemed to beneficially own (as described in Rule 13d-3
under  the  Exchange Act without regard to the 60-day exercise period) in excess
of  50%  of  the  Company's  voting  power.

          "Closing  Date"  shall  mean  the  date  of  original issuance of this
          ---------------
Debenture.

          "Common  Stock"  shall  mean  the  common  stock  of  the  Company.
          ---------------

          "Conversion  Notice" shall have the meaning set forth in Section 4(d).
          --------------------

          "Conversion  Price"  shall have the meaning set forth in Section 4(b).
          -------------------

          "Holder  Conversion  Date" shall have the meaning set forth in Section
          --------------------------
5(c).

          "Trading  Day" shall mean a day on which the Common Stock is traded on
          --------------
the principal exchange on which the Common Stock has been listed (or any similar
organization  or  agency  succeeding  such  market  or  exchange's  functions of
reporting  prices).


                                        2
<PAGE>
     4.    CONVERSION AT THE OPTION OF THE HOLDER.  The Holder of this Debenture
           --------------------------------------
shall have the following conversion rights.

          (a)     Holder's  Right  to  Convert.  At  any  time  subsequent  to
                  ----------------------------
issuance, the Outstanding Principal Amount (plus accrued but unpaid interest and
default payments) under this Debenture shall be convertible in whole or in part,
at  the  option  of  the  Holder  hereof,  into  fully paid, validly issued, and
nonassessable  shares  of Common Stock.  If this Debenture is converted in part,
the  remaining  portion of this Debenture not so converted shall remain entitled
to  be  repaid  and  to  the  conversion  rights  provided  herein.

          (b)     Conversion Price for Holder Converted Shares.  The Outstanding
                  --------------------------------------------
Principal Amount (plus accrued but unpaid interest and default payments) of this
Debenture  that  is  converted  into shares of Common Stock at the option of the
Holder  shall be convertible into fully paid and non-assessable shares of Common
Stock  of the Company, at a conversion price equal to the lesser of (i) $.90 per
share  (as  adjusted  for  any stock splits, stock dividends and similar events)
(the  "Conversion Price"), or (ii) the number of shares of Common Stock equal to
60%  of  the  five-day average closing price of the Common Stock once the Common
Stock  has  exceeded  an  average  daily  trading volume of 100,000 shares for a
period  of  10  consecutive  trading  days  (the  "Reset  Conversion  Price").

          (c)     Mechanics  of  Conversion.  In order to convert this Debenture
                  -------------------------
(in  whole  or  in  part) into full shares of Common Stock, the Holder (i) shall
give  written notice in the form of Exhibit "1" hereto (the "Conversion Notice")
by facsimile to the Company at such office that the Holder elects to convert the
principal  amount  (plus  accrued  but  unpaid  interest  and  default payments)
specified  therein,  which  such  notice  and election shall be revocable by the
Holder at any time prior to its receipt of the Common Stock upon conversion, and
(ii)  as  soon as practicable after such notice, shall surrender this Debenture,
duly  endorsed, by either overnight courier or two-day courier, to the principal
office  of  the  Company;  provided,  however,  that  the  Company  shall not be
                           --------   -------
obligated  to  issue  certificates  evidencing  the  shares  of the Common Stock
issuable  upon  such  conversion  unless  either  the  Debenture  evidencing the
principal  amount  is  delivered to the Company as provided above, or the Holder
notifies  the Company that such Debenture(s) have been lost, stolen or destroyed
and  promptly  executes  an  agreement reasonably satisfactory to the Company to
indemnify the Company from any loss incurred by it in connection with such lost,
stolen or destroyed Debentures.  If a Holder is converting less than the maximum
number  of  shares it may convert under its Debenture, the Company shall reissue
the  Debenture  with  the  appropriate  remaining  principal  amount  as soon as
practicable  after  the  Company  shall  have  received the Holder's surrendered
Debenture.


                                        3
<PAGE>
               The  Company  shall  issue and deliver within one business day of
the  delivery  to  the  Company  of  such  Conversion  Notice, to such Holder of
Debenture(s)  at the address of the Holder, or to its designee, a certificate or
certificates  for the number of shares of Common Stock to which the Holder shall
be  entitled  as  aforesaid, together with a calculation of the Conversion Price
and  a  Debenture  or  Debentures  for  the  principal  amount of Debentures not
submitted for conversion.  The date on which the Conversion Notice is given (the
"Holder Conversion Date") shall be deemed to be the date the Company received by
facsimile  the  Conversion Notice, and the person or persons entitled to receive
the  shares  of  Common Stock issuable upon such conversion shall be treated for
all  purposes  as the record holder or holders of such shares of Common Stock on
such  date.

               In  lieu  of  delivering  physical  certificates representing the
Common  Shares  issuable  upon  conversion of Debentures, provided the Company's
transfer  agent  is  participating  in the Depository Trust Company ("DTC") Fast
Automated  Securities Transfer ("FAST") program, upon request of the holder, the
Company shall use its best efforts to cause its transfer agent to electronically
transmit  the  Common Shares issuable upon conversion or exercise to the Holder,
by  crediting  the account of Holder's prime broker with DTC through its Deposit
Withdrawal  Agent  Commission  ("DWAC")  system.  The  time periods for delivery
described  above  shall  apply  to  the electronic transmittals through the DWAC
system.  The  parties agree to coordinate with DTC to accomplish this objective.
The  conversions  pursuant to Sections 5 and 6 shall be deemed to have been made
immediately  prior  to the close of business on the Holder Conversion Date.  The
person  or  persons  entitled  to  receive  the Common Shares issuable upon such
conversion  shall be treated for all purposes as the record holder or holders of
such Common Shares at the close of business on the Holder Conversion Date.

          (d)     Limitations on Right to Convert.  In no event shall the Holder
                  -------------------------------
be  permitted  to  convert  principal of this Debenture in excess of that amount
upon  the  Conversion  of  which:

               (i)     the  number of Conversion Shares to be issued pursuant to
such  Conversion,  when  added  to  the  number of shares of Common Stock issued
pursuant  to  all prior Conversions of the Debenture, would exceed 19.99% of the
number  of  shares  of  Common Stock outstanding on the Closing Date (subject to
equitable  adjustment  from  time  to time for the events described in Section 5
below)  (the  "Cap  Amount"), except that such limitation shall not apply in the
               -----------
event  that the Company obtains the approval of the holders of a majority of the
Company's  outstanding Common Stock ("Stockholder Approval") for the issuance of
                                      --------------------
Common  Stock  in excess of the Cap Amount. In the event that, as a result of an
adjustment  or  reset  to  the  Conversion Price, the number of shares of Common
Stock  issuable upon conversion of the entire principal amount of this Debenture
outstanding  on  the  effective date of such adjustment or reset exceeds the Cap
Amount  (without  regard  to  any  other  limitations


                                        4
<PAGE>
on  such  Conversion  that  may  be imposed by the terms of this Debenture), the
Holder  shall  have the right, upon delivery of written notice to the Company at
any  time on or after the effective date of such adjustment or reset, to require
the  Company to redeem the amount of principal of this Debenture that the Holder
would  be  unable  to  convert as a result of the limitation imposed hereby at a
redemption  price equal to the amount of such principal plus all unpaid interest
                                                        ----
and  other amounts accrued on this Debenture.  Such redemption shall be effected
on  or  before  the  fifth Business Day following receipt by the Company of such
written  notice by delivery of immediately available funds in the amount of such
redemption price to the Holder.  In the event of a sale of other transfer of all
or any portion of this Debenture to a third party, such party shall be allocated
a  pro rata share of the Cap Amount and shall be deemed to assume the rights and
obligations  provided  by  the  terms  of  this  Section  4(e)(i);  or

               (ii)     (x)  the  number  of  Conversion  Shares  to  be  issued
pursuant  to  such  Conversion  plus  (y)  the  number of shares of Common Stock
                                ----
beneficially  owned  by  the Holder (other than Common Stock which may be deemed
beneficially  owned  except  for  being subject to a limitation on conversion or
exercise analogous to the limitation contained in this subsection (e)(ii)) would
exceed  9.99%  of  the  number  of  shares  of  Common  Stock  then  issued  and
outstanding,  it  being  the  intent  of the Corporation and the Holder that the
Holder not be deemed at any time to have the power to vote or dispose of greater
than 9.99% of the number of shares of Common Stock issued and outstanding at any
time.  Nothing  contained  herein  shall  be deemed to restrict the right of the
Holder  to  convert such excess principal amount at such time as such Conversion
will  not  violate  the  provisions  of this subsection (e)(ii). As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange  Act of 1934, as amended, and the rules thereunder.  To the
extent  that  the  limitation  contained in this subsection (e)(ii) applies, the
Company  may  rely  on  the  Holder's determination of whether principal of this
Debenture  is  convertible  pursuant  to the terms hereof, the Company having no
obligation  whatsoever  to verify or confirm the accuracy of such determination,
and  the  submission  of a Conversion Notice by the Holder shall be deemed to be
the  Holder's  representation  that  the  principal  amount specified therein is
convertible pursuant to the terms hereof.  The holders of Common Stock are to be
deemed  third-party  beneficiaries  of  the  limitation  imposed  hereby  and,
accordingly,  this  subsection  may  not  be  amended without the consent of the
holders  of a majority of the shares of Common Stock then outstanding; provided,
                                                                       --------
however,  that  the  Holder  shall  have  the  right, upon written notice to the
-------
Company,  to  waive  the provisions of this subsection (e)(ii) in the event that
(a)  a  Change  of  Control  Transaction  is  announced  or  effected  or  (b) a
Liquidation  Event  (as  defined  below)  occurs.

     5.     CONVERSION  UPON  MATURITY.
            --------------------------

          (a)     At the Maturity Date, the Outstanding Principal Amount of, and
all  accrued  and unpaid interest on, and default payments and all other amounts
owing


                                        5
<PAGE>
under,  all  Debentures  outstanding  at such time shall be paid in full in cash
without  notice  unless the Holder has elected to convert to Common Stock of the
Company  in  accordance  with  the  terms  of  the  Debentures.

          (b)     In  the event of conversion to Common Stock, the Company shall
issue  and deliver within 10 business days after delivery to the Company of this
Debenture,  or  after  receipt of the agreement and indemnification described in
Section 4(d) above, to the Holder of the Debenture at the address of the Holder,
or  to  its  designee, a certificate or certificates for the number of shares of
Common  Stock  to  which the Holder shall be entitled hereunder, together with a
calculation  of the Conversion Price.  The person or persons entitled to receive
the  shares  of  Common Stock issuable upon such conversion shall be treated for
all  purposes  as the record holder or holders of such shares of Common Stock on
the  Maturity  Date.

     6.     COMPANY'S  RIGHT  OF  REDEMPTION.  Notwithstanding  anything  to the
            --------------------------------
contrary  in  this  Agreement,  the  Company shall have the right to redeem this
Debenture  at  any time during the period after the Common Stock has exceeded an
average  daily  trading  volume of 100,000 shares for a period of 10 consecutive
trading  days until the Maturity Date, in whole or in part, on 15 business days'
notice  to the Holder, subject to the Holder's conversion rights being exercised
prior  to  the redemption date set forth in the redemption notice to the Holder.

     7.     STOCK  SPLITS;  DIVIDENDS;  ADJUSTMENTS;  REORGANIZATIONS.
            ---------------------------------------------------------

          (a)     If  the  Company,  at  any  time  while  the  Debentures  are
outstanding,  (i) shall pay a stock dividend or otherwise make a distribution or
distributions  on  any  equity  securities  (including investments or securities
convertible into or exchangeable for such equity securities) in shares of Common
Stock,  (ii)  issue  any  securities  payable  in  shares of Common Stock, (iii)
subdivide the outstanding shares of Common Stock into a larger number of shares,
(iv) combine outstanding shares of Common Stock into a smaller number of shares,
the  Conversion  Price  shall be multiplied by a fraction of which the numerator
shall  be the number of shares of Common Stock outstanding before such event and
of  which  the  denominator  shall  be  the  number  of  shares  of Common Stock
outstanding after such event.  Any adjustment made pursuant to this Section 8(a)
shall  become  effective immediately after the record date for the determination
of  shareholders  entitled  to  receive  such dividend or distribution and shall
become  effective  immediately  after  the  effective  date  in  the  case of an
issuance,  a  subdivision  or  a  combination.

          (b)     (1)     In  the  event  that  at any time or from time to time
after  the  Closing  Date,  the Common Stock issuable upon the conversion of the
Debentures is changed into the same or a different number of shares of any class
or  classes  of  stock,  whether  by  merger,  consolidation,  recapitalization,
reclassification  or  otherwise  (other


                                        6
<PAGE>
than  a subdivision or combination of shares or stock dividend or reorganization
provided  for elsewhere in this Section 7), then and as a condition to each such
event  provision  shall be made in a manner reasonably acceptable to the Holders
of  Debentures so that each Holder of Debentures shall have the right thereafter
to  convert  such  Debenture  into  the  kind  of  stock  receivable  upon  such
recapitalization,  reclassification  or  other  change  by  holders of shares of
Common  Stock,  all  subject  to further adjustment as provided herein.  In such
event,  the  formulae  set  forth  herein for conversion and redemption shall be
equitably adjusted to reflect such change in number of shares or, if shares of a
new  class  of  stock  are  issued,  to reflect the market price of the class or
classes of stock issued in connection with the above described transaction.

               (2)     If  at  any  time  or from time to time after the Closing
Date  there is a capital reorganization of the Common Stock, including by way of
a  sale  of  all or substantially all of the assets of the Company (other than a
recapitalization,  subdivision,  combination,  reclassification  or  exchange of
shares  provided  for  elsewhere  in  this  Section 7), then, as a part of and a
condition to such reorganization, provision shall be made in a manner reasonably
acceptable  to  the  Holders  of  the  Debentures  so  that  the  Holders of the
Debentures  shall  thereafter  be  entitled  to  receive  upon conversion of the
Debentures  the  number  of  shares  of stock or other securities or property to
which  a  holder  of  the  number  of  shares  of  Common Stock deliverable upon
conversion would have been entitled on such capital reorganization.

          (c)     Whenever  any  element  of  the  Conversion  Price is adjusted
pursuant  to Section 7(a) or (b), the Company shall promptly mail to each Holder
of  the  Debentures,  a  notice  setting  forth  the Conversion Price after such
adjustment  and  setting  forth  a  brief  statement of the facts requiring such
adjustment.

          (d)     In the event of any setting by the Company of a record date of
the  holders  of  any  class  of  securities  for the purpose of determining the
holders  thereof who are entitled to receive any dividend or other distribution,
any  security  or right convertible or exchangeable into or entitling the holder
thereof  to receive additional shares of Common Stock, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall deliver
to  each  Holder  of  Debentures  at  least  20 days prior to the date specified
therein,  a  notice  specifying the date on which any such record is to be taken
for the purpose of such dividend, distribution, security or right and the amount
and  character  of  such  dividend,  distribution,  security  or  right.

     8.     RESERVATION OF SHARES; FRACTIONAL SHARES.  The Company hereby agrees
            ----------------------------------------
that  at  all  times  there  shall be reserved for issuance and/or delivery upon
conversion  of this Debenture and issuance of Common Stock such number of shares
of  its  Common  Stock  (to  the  extent  determinable) as shall be required for
issuance  and  delivery upon conversion of this Debenture and issuance of Common
Stock.  No  fractional  shares  of


                                        7
<PAGE>
Common  Stock  or  scrip representing fractional shares of Common Stock shall be
issuable hereunder.  The number of shares of Common Stock that are issuable upon
any conversion shall be rounded up to the nearest whole share.

     9.     NO  REISSUANCE  OF  THE  DEBENTURE.  No  Debentures  acquired by the
            ----------------------------------
Company  by  reason  of  redemption,  purchase,  exchange  or otherwise shall be
reissued, and all such Debentures shall be retired.

     10.     WAIVERS  OF  DEMAND,  ETC.  The  Company  hereby  expressly  and
             -------------------------
irrevocably  waives  demand  and  presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of acceleration or intent
to  accelerate,  bringing  of suit and diligence in taking any action to collect
amounts  called  for hereunder and will be directly and primarily liable for the
payment  of all sums owing and to be owing hereon, regardless of and without any
notice,  diligence,  act or omission as or with respect to the collection of any
amount  called  for  hereunder.

     11.     REPLACEMENT  DEBENTURE.  In  the event that any Holder notifies the
             ----------------------
Company  that  its Debenture(s) have been lost, stolen or destroyed, replacement
Debenture(s)  identical in all respects to the original Debenture(s) (except for
registration  number  and  Outstanding  Principal Amount, if different than that
shown  on  the  original  Debenture(s)), shall be issued to the Holder, provided
that  the  Holder  executes  and delivers to the Company an agreement reasonably
satisfactory  to  the Company to indemnify the Company from any loss incurred by
it  in  connection  with  such  Debenture.

     12.     PAYMENT  OF  EXPENSES;  ISSUE TAXES.  The Company agrees to pay all
             -----------------------------------
debts  and  expenses,  including  attorneys'  fees, which may be incurred by the
Holder  in  enforcing  the  provisions  of  this Debenture and/or collecting any
amount  due  under  this Debenture or the Purchase Agreement.  The Company shall
pay  any  and  all  issue  and  other  taxes (excluding any income, franchise or
similar  taxes) that maybe payable in respect of any issue or delivery of shares
of  Common  Stock  on  conversion  of  any  Debenture  pursuant  hereto.

     13.     DEFAULTS/LIQUIDATED  DAMAGES.
             ----------------------------

          (a)     If  one or more of the following described "Events of Default"
shall  occur:

               (i)     (A)  The  Company  shall  default  in  the  payment  of
          principal,  interest  and  all other amounts due on this Debenture, or
          (B)  The  Company  shall  have  breached  or  be  in  breach  of  any
          representation, warranty, covenant or agreement made by the Company in
          the  Purchase  Agreement;  or


                                        8
<PAGE>
               (ii)     A trustee, liquidator or receiver shall be appointed for
          the  Company  or  for  a  substantial part of its property or business
          without  its  consent and shall not be discharged within 30 days after
          such  appointment;  or

               (iii)     Any  governmental  agency  or  any  court  of competent
          jurisdiction  at  the instance of any governmental agency shall assume
          custody  or  control  of  the  whole or any substantial portion of the
          properties  or assets of the Company and shall not be dismissed within
          30  days  thereafter;  or

               (iv)     Bankruptcy,  reorganization,  insolvency  or liquidation
          proceedings  or  other proceedings, or relief under any bankruptcy law
          or  any  law  for the relief of debt shall be instituted by or against
          the  Company  and,  if  instituted  against  the  Company shall not be
          dismissed  within 30 days after such institution, or the Company shall
          by  any  action  or answer approve of, consent to, or acquiesce in any
          such  proceedings  or admit to any material allegations of, or default
          in  answering  a  petition  filed  in  any  such  proceeding

then,  or  at  any time thereafter, and in each and every such case, unless such
----
Event  of  Default shall have been waived in writing by the Holder (which waiver
shall  not  be deemed to be a waiver of any subsequent default) at the option of
the  Holder  and  in  the  Holder's sole discretion, the Holder may consider the
Debenture  immediately  due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything herein or
in  any  other  instruments  contained  to the contrary notwithstanding, and the
Holder  may  immediately, and without expiration of any period of grace, enforce
any  and  all  of  the Holder's rights and remedies provided herein or any other
rights  or  remedies  afforded  by  law.  In  such event, the Debenture shall be
redeemed  at  a  redemption price per Debenture equal to 120% of the Outstanding
Principal  Amount of the Debenture, plus accrued but unpaid interest and default
payments on the Debenture at an interest rate of 13% as a default interest rate.

     14.     REGISTRATION  RIGHTS.
             --------------------

          (a)     As  used in this Debenture, the following terms shall have the
following  meanings:

               (i)     "Business  Day"  shall mean a day, Monday through Friday,
                        -------------
          on  which banks are generally open for business in New York, New York.

               (ii)     "Person" shall mean any person, individual, corporation,
                         ------
          limited liability company, partnership, trust or other nongovernmental


                                        9
<PAGE>
          entity  or  any  governmental  agency,  court, authority or other body
          (whether  foreign,  federal,  state,  local  or  otherwise).

               (iii)     The  terms  "register," "registered" and "registration"
                                      --------    ----------       ------------
          refer  to  the  registration effected by preparing and filing with the
          Securities  and  Exchange  Commission  (the  "SEC")  a  registration
          statement  in compliance with the Act, and the declaration or ordering
          by  the  SEC  of  the  effectiveness  of  such registration statement.

               (iv)     "Registrable  Securities"  shall  mean  The  term
                         -----------------------
          "Registrable  Securities"  shall  mean: (A) the Common Stock issued or
          issuable  upon  conversion of Holder's Debenture; and (B) Common Stock
          or  other  securities  of  the  Company  issued  (or issuable upon the
          conversion) as a dividend or other distribution with respect to Common
          Stock;  excluding  in  all  cases, however, any Registrable Securities
          sold  to  the  public  pursuant  to a registration under the Act or an
          applicable  exemption  therefrom.

               (v)     "Registration  Expenses" shall mean all expenses incurred
                        ----------------------
          by  the  Company  in  complying  with Section 14(b) hereof, including,
          without  limitation,  all registration, qualification and filing fees,
          printing  expenses,  escrow fees, fees and expenses of counsel for the
          Company,  blue  sky  fees  and expenses and the expense of any special
          audits  incident  to,  or  required  by,  any  such  registration (but
          excluding  the  aggregate  fees  of  legal  counsel  for all Holders).

          (b)     The  Company  shall  not  later  than  180 days after the date
hereof (the "Filing Date"), (i) use its reasonable best efforts to file with the
SEC  a registration statement (the "Registration Statement") with respect to the
resale of the Registrable Securities and use its reasonable best efforts to have
such  Registration  Statement declared effective by the SEC within 240 days from
the  date  hereof and (ii) cause such Registration Statement to remain effective
for  the  Registration  Period  (as  hereafter  defined).

          (c)     All  Registration  Expenses  incurred  in  connection with any
registration,  qualification,  exemption or compliance pursuant to Section 14(b)
shall  be  borne  by  the  Company.

          (d)     In  the  case of the registration, qualification, exemption or
compliance  effected  by  the  Company  pursuant  to this Debenture, the Company
shall,  upon  reasonable  request,  inform  Holder  as  to  the  status  of such
registration,  qualification,  exemption  and  compliance.  At  its  expense the
Company  shall:


                                       10
<PAGE>
               (i)     use  its  reasonable  best  efforts  to  keep  such
          registration,  and  any  qualification,  exemption or compliance under
          state securities laws which the Holders reasonably request the Company
          to  obtain,  continuously  effective  as to all Registrable Securities
          until the earlier of: (i) the Holder having completed the distribution
          of  the Registrable Securities described in the Registration Statement
          relating thereto; or (ii) with respect to any Holder, such time as all
          Registrable  Securities  then  held  by  such  Holder  may  be sold in
          compliance  with Rule 144 under the Act within any three-month period.
          The  period  of time during which the Company is required hereunder to
          keep  the  Registration  Statement  effective is referred to herein as
          "the  Registration  Period";

               (ii)     advise  the  Holder:

                    (A)     when  the  Registration  Statement  or any amendment
               thereto  has  been  filed  with the SEC and when the Registration
               Statement  or  any  post-effective  amendment  thereto has become
               effective;

                    (B)     of  any  request  by  the  SEC  for  amendments  or
               supplements  to  the  Registration  Statement  or  the prospectus
               included  therein  or  for  additional  information;

                    (C)     of  the  issuance  by  the  SEC  of  any  stop order
               suspending the effectiveness of the Registration Statement or the
               initiation  of  any  proceedings  for  such  purpose;

                    (D)     of  the  receipt  by the Company of any notification
               with  respect  to  the  suspension  of  the  qualification of the
               Registrable  Securities  included  therein  for  sale  in  any
               jurisdiction  or  the initiation or threatening of any proceeding
               for  such  purpose;  and

                    (E)     of  the  happening  of  any  event that requires the
               making  of  any  changes  in  the  Registration  Statement or the
               prospectus  so  that, as of such date, the statements therein are
               not  misleading and do not omit to state a material fact required
               to  be stated therein or necessary to make the statements therein
               (in the case of the prospectus, in the light of the circumstances
               under  which  they  were  made)  not  misleading;

               (iii)     make  every  reasonable effort to obtain the withdrawal
          of  any  order  suspending  the  effectiveness  of  any  Registration
          Statement  at  the  earliest  possible  time;

                                       11
<PAGE>
               (iv)     furnish  to Holder, without charge, at least one copy of
          such  Registration  Statement  and  any  post-effective  amendment  or
          supplement thereto, including financial statements and schedules, and,
          if  the  Holder  so requests in writing, all exhibits (excluding those
          incorporated  by  reference)  in  the  form  filed  with  the  SEC;

               (v)     during  the  Registration  Period,  deliver  to  Holder,
          without  charge,  a  reasonable  number  of  copies  of the prospectus
          included  in  such  Registration  Statement  and  any  amendment  or
          supplement  thereto  as Holder may reasonably request; and the Company
          consents  to  the  use,  consistent with the provisions hereof, of the
          prospectus  and  any  amendment or supplement thereto by the Holder in
          connection  with  the  offering and sale of the Registrable Securities
          covered  by  the  prospectus  and any amendment or supplement thereto;

               (vi)     during  the Registration Period, deliver to Holder, upon
          request,  (A)  a  copy  of  the full Registration Statement (excluding
          exhibits);  (B)  all  exhibits  excluded  by  the parenthetical to the
          immediately  preceding clause (A); and (C) such other documents as may
          be  reasonably  requested  by  the  Holder;

               (vii)     prior  to any public offering of Registrable Securities
          pursuant  to the Registration Statement, register or qualify or obtain
          an  exemption  for the offer and sale under the securities or blue sky
          laws  of  such jurisdictions as Holder reasonably requests in writing,
          provided  that  the Company shall not for any such purpose be required
          to  qualify generally to transact business as a foreign corporation in
          any jurisdiction where it is not so qualified or to consent to general
          service  of process in any such jurisdiction, and do any and all other
          acts  or  things reasonably necessary or advisable to enable the offer
          and  sale  in such jurisdictions of the Registrable Securities covered
          by  the  Registration  Statement;

               (viii)     cooperate  with  the  Holder  to facilitate the timely
          preparation  and  delivery  of  certificates  representing Registrable
          Securities  to be sold pursuant to the Registration Statement, free of
          any  restrictive  legends  to  the extent not required at such time as
          determined by the Company after consultation with legal counsel and in
          such denominations and registered in such names as Holder may request;

               (ix)     upon the occurrence of any event contemplated by Section
          14(d)(ii)(E)  above,  the  Company  shall  promptly  prepare  a
          post-effective amendment to the Registration Statement or a supplement
          to  the  related  prospectus,  or  file any other required document so
          that,  as  thereafter  delivered  to  purchasers  of  the  Registrable
          Securities  included  therein,  the


                                       12
<PAGE>
          prospectus will not include any untrue statement of a material fact or
          omit  to  state  any  material  fact  necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not  misleading;  and

               (x)     use its reasonable best efforts to comply in all material
          respects  with  all  applicable  rules and regulations of the SEC, and
          make  generally  available to the Holder not later than 45 days (or 90
          days if the fiscal quarter is the fourth fiscal quarter) after the end
          of  its  fiscal  quarter  in  which  the first anniversary date of the
          effective  date  of  the  Registration  Statement  occurs, an earnings
          statement  satisfying  the  provisions  of  Section  11(a) of the Act.

          (e)     [RESERVED].

          (f)     (i)     To  the  extent  permitted  by  law, the Company shall
indemnify  each  Holder, each underwriter of the Registrable Securities and each
person  controlling  such Holder and each such underwriter within the meaning of
Section  15 of the Act, with respect to which any registration, qualification or
compliance  has  been  sought  pursuant  to  this Debenture, against all claims,
losses, expenses, costs, damages and liabilities (or action in respect thereof),
including  any  of  the  foregoing  incurred  in  settlement  of any litigation,
commenced  or  threatened (subject to Section 14(f)(iii)  below), arising out of
or based on (i) any untrue statement (or alleged untrue statement) of a material
fact  contained  in any registration statement, prospectus or offering circular,
or  any  amendment  or  supplement  thereof,  incident to any such registration,
qualification  or  compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  not  misleading in light of the circumstances in which
they were made, or (ii) any violation or alleged violation by the Company of the
Act,  the  Exchange  Act, or any rule or regulation promulgated under the Act or
the  Exchange  Act,  and  shall  reimburse  each Holder, each underwriter of the
Registrable  Securities  and  each  person controlling such Holder and each such
underwriter,  for  reasonable  legal  and  other  expenses,  in  connection with
investigating  or defending any such claim, loss, damage, liability or action as
and  when  incurred;  provided  that the Company shall not be liable in any such
case  to  the extent that any untrue statement or omission or allegation thereof
is made in reliance upon and in conformity with written information furnished to
the  Company  by  or  on  behalf  of such Holder or underwriter and stated to be
specifically  for  use in preparation of such registration statement, prospectus
or offering circular; provided that the foregoing indemnity agreement is subject
to  the  condition  that,  insofar as it relates to any such untrue statement or
alleged untrue statement or omission or alleged omission made in the preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the
SEC  at  the time the registration statement becomes effective or in the amended
prospectus  filed  with  the  SEC  pursuant  to  Rule  424(b)  of  the


                                       13
<PAGE>
Act  or in the prospectus subject to completion under Rule 434 of the Act, which
together  meet  the  requirements  of  Section  10(a)  of  the  Act  (the "Final
Prospectus"),  such  indemnity  agreement  shall not inure to the benefit of any
such  Holder,  any such underwriter or any such controlling person, if a copy of
the Final Prospectus furnished by the Company to the Holder for delivery was not
furnished to the person or entity asserting the loss, liability, claim or damage
at  or  prior  to  the time such furnishing is required by the Act and the Final
Prospectus  would  have  cured  the  defect giving rise to such loss, liability,
claim  or  damage.  Notwithstanding  any  provision  herein to the contrary, the
Company  shall  reimburse  each  Holder,  upon  such  Holder's  demand,  for all
reasonably  necessary  expenses  and  costs  which  are  incurred,  as  and when
incurred,  by such Holder as a result of the indemnification claims described in
this  Section  14(f)(i).  Such  demand  may  be  made from time to time prior to
resolution  of  the  claim.

               (ii)     Holder will severally, if Registrable Securities held by
          such  Holder  are  included  in  the  securities  as  to  which  such
          registration, qualification or compliance is being effected, indemnify
          the  Company,  each of its directors and officers, each underwriter of
          the  Registrable  Securities  and each person who controls the Company
          and  each underwriter of the Registrable Securities within the meaning
          of Section 15 of the Act, against all claims, losses, expenses, costs,
          damages and liabilities (or actions in respect thereof), including any
          of  the  foregoing incurred in settlement of any litigation, commenced
          or threatened (subject to Section 14(f)(iii) below), arising out of or
          based  on  any  untrue  statement  (or  alleged untrue statement) of a
          material  fact  contained in any registration statement, prospectus or
          offering circular, or any amendment or supplement thereof, incident to
          any  such  registration,  qualification  or compliance or based on any
          omission  (or  alleged  omission)  to  state  therein  a material fact
          required  to  be  stated  therein  or necessary to make the statements
          therein  not  misleading  in  light of the circumstances in which they
          were  made,  and  will  reimburse  the  Company,  such  directors  and
          officers,  each  underwriter  of  the  Registrable Securities and each
          person controlling the Company and each underwriter of the Registrable
          Securities  for  reasonable  legal  and  any  other  expenses or costs
          reasonably  incurred in connection with investigating or defending any
          such  claim,  loss,  damage,  liability or action as incurred, in each
          case to the extent, but only to the extent, that such untrue statement
          or  omission  or  allegation  thereof is made in reliance upon, and in
          conformity with, written information furnished to the Company by or on
          behalf  of  the  Holder  and  stated  to  be  specifically  for use in
          preparation  of  such  registration  statement, prospectus or offering
          circular;  provided  that  the indemnity shall not apply to the extent
          that  such claim, loss, damage or liability results from the fact that
          a  current  copy  of  the prospectus or offering circular was not made
          available  to  the  Holder  and  such  current  copy  of


                                       14
<PAGE>
          the prospectus or offering circular would have cured the defect giving
          rise  to  such  loss,  claim,  expense,  costs,  damage  or liability.
          Notwithstanding  the  foregoing,  in no event shall a Holder be liable
          for  any  such claims, losses, expenses, costs, damages or liabilities
          in  excess  of  the proceeds received by such Holder in that offering,
          except  in  the  event  of  fraud  by  such  Holder.

               (iii)     Each  party  entitled  to  indemnification  under  this
          Section 14(f) (the "Indemnified Party") shall give notice to the party
          required  to  provide  indemnification  (the  "Indemnifying  Party")
          promptly  after  such  Indemnified  Party  has actual knowledge of any
          claim  as  to  which  indemnity  may  be  sought, and shall permit the
          Indemnifying  Party  to  assume  the  defense of any such claim or any
          litigation  resulting  therefrom,  provided  that  counsel  for  the
          Indemnifying  Party,  who  shall  conduct the defense of such claim or
          litigation, shall be approved by the Indemnified Party (whose approval
          shall  not  unreasonably  be  withheld), and the Indemnified Party may
          participate  in  such defense with its own counsel at such Indemnified
          Party's  expense  unless  the  named parties to any proceeding covered
          hereby  (including  any impleaded parties) include both the Company or
          any  others  the  Company  may  designate  and one or more Indemnified
          Persons,  and representation of the Indemnified Persons and such other
          parties  by  the  same counsel would be inappropriate due to actual or
          potential  differing interests between them, and provided further that
          the failure of any Indemnified Party to give notice as provided herein
          shall not relieve the Indemnifying Party of its obligations under this
          Debenture,  unless  such  failure  is  materially  prejudicial  to the
          Indemnifying  Party  in  defending  such  claim  or  litigation.  An
          Indemnifying Party shall not be liable for any settlement of an action
          or  claim effected without its written consent (which consent will not
          be  unreasonably  withheld).

               (iv)     If  the  indemnification  provided  for  in this Section
          14(f)  is  held by a court of competent jurisdiction to be unavailable
          to  an  Indemnified  Party with respect to any loss, liability, claim,
          damage,  cost  or  expense  referred to therein, then the Indemnifying
          Party,  in  lieu  of  indemnifying  such Indemnified Party thereunder,
          shall  contribute  to  the  amount paid or payable by such Indemnified
          Party  as  a  result  of  such loss, liability, claim, damage, cost or
          expense  in  such proportion as is appropriate to reflect the relative
          fault of the Indemnifying Party on the one hand and of the Indemnified
          Party  on  the  other  in  connection with the statements or omissions
          which resulted in such loss, liability, claim, damage, cost or expense
          as  well  as any other relevant equitable considerations. The relative
          fault  of  the  Indemnifying  Party  and  of  the


                                       15
<PAGE>
          Indemnified  Party  shall  be  determined by reference to, among other
          things,  whether  the untrue or alleged untrue statement of a material
          fact  or  the omission to state a material fact relates to information
          supplied  or which should have been supplied by the Indemnifying Party
          or  by  the  Indemnified  Party  and  the  parties'  relative  intent,
          knowledge, access to information and opportunity to correct or prevent
          such  statement  or  omission.

          (g)     With  a view to making available to the Holder the benefits of
certain  rules  and  regulations of the SEC which at any time permit the sale of
the Registrable Securities to the public without registration, the Company shall
use  its  reasonable  best  efforts:

               (i)     to  make  and keep public information available, as those
          terms  are  understood  and  defined in Rule 144 under the Act, at all
          times;

               (ii)     to  file with the SEC in a timely manner all reports and
          other  documents  required  of the Company under the Exchange Act; and

               (iii)     so long as a Holder owns any Registrable Securities, to
          furnish to such Holder upon any reasonable request a written statement
          by  the  Company as to its compliance with Rule 144 under the Act, and
          of the Exchange Act, and a copy of the most recent annual or quarterly
          report  of  the  Company,  and such other reports and documents of the
          Company  as  such  Holder may reasonably request in availing itself of
          any  rule  or regulation of the SEC allowing a Holder to sell any such
          securities  without  registration.

     15.     SAVINGS CLAUSE.  In case any provision of this Debenture is held by
             --------------
a  court of competent jurisdiction to be excessive in scope or otherwise invalid
or  unenforceable,  such  provision  shall  be  adjusted  rather than voided, if
possible,  so  that  it  is  enforceable to the maximum extent possible, and the
validity  and  enforceability of the remaining provisions of this Debenture will
not  in any way be affected or impaired thereby, and such provision shall remain
effective  in  all  other  jurisdictions.

     16.     ENTIRE AGREEMENT.  This Debenture and the agreements referred to in
             ----------------
this  Debenture  constitute  the  full  and  entire  understanding and agreement
between  the Company and the Holder with respect to the subject hereof.  Neither
this  Debenture  nor  any  term  hereof  may  be  amended, waived, discharged or
terminated  other  than  by  a  written instrument signed by the Company and the
Holder.

     17.     ASSIGNMENT,  ETC.  The  Holder  (but  not  the Company) may without
             -----------------
notice,  transfer  or  assign  this  Debenture  or  any  interest herein and may
mortgage,  encumber  or


                                       16
<PAGE>
transfer  any  of  its  rights  or interest in and to this Debenture or any part
hereof  and,  without limitation, each assignee, transferee and mortgagee (which
may  include  any  affiliate  of the Holder) shall have the right to transfer or
assign  its  interest.  Each  such assignee, transferee and mortgagee shall have
all  of the rights of the Holder under this Debenture.  The Company agrees that,
subject  to compliance with the Purchase Agreement, after receipt by the Company
of  written  notice of assignment from the Holder or from the Holder's assignee,
all  principal,  interest and other amounts which are then and thereafter become
due  under this Debenture shall be paid to such assignee at the place of payment
designated in such notice.  This Debenture shall be binding upon the Company and
its  successors  and affiliates and shall inure to the benefit of the Holder and
its  successors  and  assigns.

     18.     NO  WAIVER.  No  failure on the part of the Holder to exercise, and
             ----------
no  delay  in exercising any right, remedy or power hereunder shall operate as a
waiver  thereof,  nor  shall any single or partial exercise by the Holder of any
right,  remedy  or  power hereunder preclude any other or future exercise of any
other  right,  remedy  or  power.  Each  and every right, remedy or power hereby
granted  to  the  Holder  or  allowed  it  by  law  or  other agreement shall be
cumulative  and  not  exclusive of any other, and may be exercised by the Holder
from  time  to  time.

     19.     NOTICES.  The Company shall distribute to the Holders of Debentures
             -------
copies  of  all  notices,  materials,  annual  and  quarterly  reports,  proxy
statements, information statements and any other documents distributed generally
to  the  holders  of shares of Common Stock of the Company, at such times and by
such  method  as  such  documents are distributed to such holders of such Common
Stock,  but  shall  not  directly  or  indirectly  provide  material  non-public
information  to  the  Holder  without  such  Holder's  prior  written  consent.

     20.     MISCELLANEOUS.  Unless  otherwise  provided  herein,  any notice or
             -------------
other  communication  to  a  party  hereunder  shall be sufficiently given if in
writing  and  personally  delivered,  facsimiled  or  mailed  to  said  party by
certified  mail,  return  receipt  requested, at its address set forth herein or
such  other  address  as  either  may designate for itself in such notice to the
other  and  communications  shall be deemed to have been received when delivered
personally  or, if sent by mail or facsimile, then when actually received by the
party  to  whom it is addressed.  Whenever the sense of this Debenture requires,
words  in  the  singular  shall be deemed to include the plural and words in the
plural  shall  be  deemed  to  include  the  singular.  Section headings are for
convenience  only  and  shall  not  affect  the  meaning  of  this  document.

     21.     GOVERNING  LAW;  CONSENT  TO JURISDICTION.  This Debenture shall be
             -----------------------------------------
governed  by and construed and enforced in accordance with the laws of the State
of New York applicable to contracts to be executed and performed entirely within
such  state.  The  Company  (i)  hereby  irrevocably  submits  to  the exclusive
jurisdiction


                                       17
<PAGE>
of the state and federal court located in New York, New York for the purposes of
any  suit,  action or proceeding arising out of or related to this Debenture and
(ii)  hereby  waives,  and  agrees  not  to  assert  in any such suit, action or
proceeding,  any  claim that it is not personally subject to the jurisdiction of
such  court,  that  the suit, action or proceeding is brought in an inconvenient
forum  or  that  the  venue  of the suit, action or proceeding is improper.  The
Company  consents to process being served in any such suit, action or proceeding
by  mailing a copy thereof to such party as provided herein and agrees that such
service  shall  constitute  good  and  sufficient  service of process and notice
thereof.  Nothing  in  this  section  shall  affect  or limit any right to serve
process  in  any  other  manner  permitted  by  law.

     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  by  an  officer  thereunto  duly  authorized.


                                       DERMISONICS,  INC.



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


                                       Dated:
                                               ---------------------------------


                                       18
<PAGE>
                                   EXHIBIT "1"
            (Executed by Registered Holder to Convert the Debenture)

                                CONVERSION NOTICE

                                       FOR

                8.0% CONVERTIBLE DEBENTURE DUE NOVEMBER 17, 2005

     The  undersigned,  as Holder of the 8.0% Convertible Debenture Due November
17,  2005  of  DERMISONICS,  INC.  (the "Company"), in the outstanding principal
amount  of  U.S.  $32,826.96  (the  "Debenture"),  hereby  irrevocably elects to
convert  that portion of the outstanding principal amount of the Debenture shown
on  the  next  page  into  shares of Common Stock, $.01 par value per share (the
"Common Stock"), of the Company according to the conditions of the Debenture, as
of  the  date  written  below.  The  undersigned  hereby  requests  that  share
certificates  for  the  Common Stock to be issued to the undersigned pursuant to
this  Conversion  Notice  be  issued  in  the  name  of,  and  delivered to, the
undersigned  or  its designee as indicated below.  If shares are to be issued in
the  name  of  a person other than the undersigned, the undersigned will pay all
transfer  taxes  payable  with  respect  thereto.  No fee will be charged to the
Holder for any conversion, except for transfer taxes, if any.

Conversion Information:      Name of Holder:
                                              ----------------------------------
                                              (Print Name)


                             By:
                                  ----------------------------------------------
                                  (Signature)


                                  ----------------------------------------------
                                  (Title, if applicable)


                             Address of Holder:

                             ---------------------------------------------------


                             ---------------------------------------------------


                             Issue Common Stock to:
                                                     ---------------------------

                             At:
                                  ----------------------------------------------


                                  ----------------------------------------------


                                       19
<PAGE>
                             Electronically transmit and credit Common Stock to:


                             ---------------------------------------------------

                             At:
                                  ----------------------------------------------


                                  ----------------------------------------------

                             Date of Conversion:
                                                  ------------------------------

                             Applicable Conversion Price:
                                                           ---------------------


                THE COMPUTATION OF THE NUMBER OF COMMON SHARES TO
                 BE RECEIVED IS SET FORTH ON THE FOLLOWING PAGE.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                         COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED:


<S>                                                                                   <C>
A.  Outstanding Principal Amount converted:                                           $
                                                                                       -----------------
B.  Accrued, unpaid interest on Outstanding Principal Amount converted:               $
                                                                                       -----------------
C.  Default payments due Holder:                                                      $
                                                                                       -----------------

                                                                                    ----------------------

TOTAL DOLLAR AMOUNT CONVERTED (TOTAL OF A + B + C)                                    $
                                                                                       -----------------

                                                                                    ======================


CONVERSION PRICE:
                                                                                      $

Number of Shares of Common Stock   =    Total dollar amount converted       =         $
                                        -----------------------------                 ------------------
                                        Conversion Price                              $

NUMBER OF SHARES OF COMMON STOCK   =
                                        ---------------
</TABLE>


If  the  conversion  is not being settled by DTC, please issue and deliver _____
certificate(s) for shares of Common Stock in the following amount(s):


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Please issue and deliver _____ new Debenture(s) in the following amounts:


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                                       21