NEITHER  THIS  PROMISSORY  NOTE  NOR  THE  SECURITIES  INTO  WHICH  THIS NOTE IS
CONVERTIBLE  HAVE  BEEN  REGISTERED  UNDER  THE  U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY OTHER SECURITIES LAWS AND HAVE BEEN ISSUED
IN  RELIANCE UPON THE EXEMPTION FROM SUCH REGISTRATION CONTAINED IN REGULATION S
UNDER  THE  SECURITIES  ACT.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
NOT  BE  OFFERED, SOLD OR TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT  OR BENEFIT OF, ANY "U.S. PERSON" (AS SUCH TERM IS DEFINED IN REGULATION
S)  EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES  ACT.

                          CONVERTIBLE PROMISSORY NOTE

$156,094.17                                                   December ___, 2005

     FOR  VALUE  RECEIVED,  DERMISONICS,  INC.,  a  Nevada corporation having an
office  at  Four  Tower  Bridge,  200  Barr  Harbor  Drive,  West  Conshohoken,
Pennsylvania,  19428-2977  U.S.A. (the "Company"), hereby promises to pay to VEM
AKTIENBANK  AG),  an  Investment  Bank  which maintains its principal offices at
Rosental  5,  80331  Munchen,  Germany,  or  its duly registered assigns (each a
"Holder"),  on  December  31,  2007,  or earlier upon prepayment of this Note as
provided herein, the principal sum of One Hundred Fifty-six Thousand Ninety-four
Dollars  and  Seventeen Cents ($156,094.17), together with interest (computed on
the  basis  of a 360-day year of twelve 30-day months and compounded monthly) on
the  unpaid  principal  balance at the rate of ten percent (10%) per annum, from
the  date  hereof until the principal hereof and all interest thereon shall have
been  paid  at  Munchen,  Germany  or  at  such other point-of-payment as may be
designated  by  the  Holder  or  any  assignee  of  the  Holder  as provided for
hereunder.

     The  principal  amount of this Note and all accrued interest thereon may be
prepaid  by  the  Company, without premium or penalty, at any time upon ten (10)
day's prior written notice to the Holder.  Upon any prepayment of this Note, all
accrued  but unpaid interest on the principal amount shall be paid to the Holder
on  the  date  of  prepayment.  All payments hereunder shall be applied first to
interest  then  to  principal.

     All  payments of principal and interest shall be made in lawful currency of
the  United  States  of America in immediately available funds before 11:00 a.m.
New  York time on the due date thereof at the coordinates for the Holder on file
with  the  Company, or in such other manner or at such other place as the Holder
of  this  Note  designates  in  writing.


                                  Page 1 of 8
<PAGE>
     Subject to and in compliance with the provisions hereof, the Holder may, on
the  due  date  hereof  or  on any prepayment date hereunder, convert all or any
portion  of the outstanding principal balance of this Note as of such payment or
prepayment  date,  and all or any portion of the interest accrued hereon to such
date, into shares ("Conversion Shares") of the common stock, $.001 par value, of
the  Company (the "Common Stock"), at a conversion price equal to eighty percent
(80%) of the average closing bid price per share of Common Stock (as reported by
the  National  Quotation  Bureau,  Inc.)  during  the  five  (5)  trading  days
immediately  prior to any such conversion provided that, in any event, the total
number  of  Conversion  Shares which the Company may issue  to the Holder upon a
conversion  of  the  outstanding principal balance of this Note shall not exceed
three  hundred  thirty-two  thousand four hundred ten (332,410) shares of Common
Stock.  The  Holder hereof shall communicate its intention to convert all or any
portion  of the principal amount of this Note and all or any portion of interest
accrued through such conversion date by surrendering this Note, with the Form of
Notice  of Election to Convert attached hereto duly completed and signed, to the
Company  at  its  address  for  notice  set  forth  elsewhere  herein.

     In  the  event  of  a conversion by the Holder of all or any portion of the
outstanding  principal  balance  of  this Note and all or any portion of accrued
interest  thereon  into  shares  of the Common Stock, the Company will issue and
deliver  to  the Holder, as soon as practical after the Company's receipt of the
Notice  of Election a certificate evidencing the shares of Common Stock issuable
upon  any  such  conversion.

     If  the  Holder  elects to convert less than the entire principal amount of
this Note and interest accrued to the date of such conversion, the Company shall
issue  or  cause to be issued and delivered to the Holder, at its expense, a new
promissory  note  evidencing  the  outstanding amount of principal due hereunder
after  giving  effect  to  the  amount  applied  to  the  conversion, which such
promissory  note  shall, except as to the principal amount thereof, be identical
to  this  Note  in  all  respects.

The  Company  covenants that it will at all times reserve and keep available out
of  the aggregate of its authorized but unissued and otherwise unreserved Common
Stock,  solely  for  the  purpose of enabling it to issue Conversion Shares upon
conversion  of  this  Note  as  herein provided, the number of Conversion Shares
which are then issuable and deliverable upon the conversion of the entire amount
due  under  this  Note,  free  from  preemptive  rights  or any other contingent
purchase rights of persons other than the Holder. The Company covenants that all
Conversion Shares so issuable and deliverable shall, upon issuance in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.

     Except  as  provided  elsewhere herein, if the Company shall fail to make a
payment  of  principal  or interest when due and such failure shall continue for
ten  (10)


                                  Page 2 of 8
<PAGE>
days  after  notice of such failure; or shall make an assignment for the benefit
of  creditors,  file  a  petition  in  bankruptcy,  be  adjudicated insolvent or
bankrupt,  suffer an order for relief under any federal bankruptcy law, petition
or  apply  to  any  tribunal for the appointment of a custodian, receiver or any
trustee for the Company or any substantial part of its assets, or shall commence
any  proceeding  under any bankruptcy, reorganization, arrangement, readjustment
of  debt,  dissolution or liquidation law or statue of any jurisdiction, whether
now  or hereafter in effect; or if there shall have been filed any such petition
or  application,  or  any  such proceeding shall have been commenced against the
Company,  which remains undismissed, unstayed or unbonded for a period of thirty
(30)  days  or  more;  or  if the Company, by any act or omission shall indicate
consent  to,  approve  or  acquiescence  in  any  such  petition, application or
proceeding or the appointment of a custodian, receiver or any trustee for all or
any  substantial  part  of  its  properties,  or if the Company shall allow such
custodianship,  receivership,  or trusteeship to continue undischarged, unstayed
or  unbonded  for  a period of thirty (30) days or more, or the Company violates
any  term  or  provision  of  this Note and same remains uncured for a period of
thirty  (30)  days  after notice thereof by the Holder of this Note, then and in
any such event, the outstanding principal amount of this Note, together with all
accrued  and  unpaid  interest  thereon, shall be and become immediately due and
payable.

     Anything  contained  in  this  Note to the contrary notwithstanding, in the
event  this  Note is placed in default as a result of the Company's inability to
pay the amounts due hereunder when due, the Company shall have the right to cure
such  default  during the thirty (30) day period from its receipt of declaration
of  default.

     All  notices  and other communications provided for herein shall be sent by
registered  or certified mail, return receipt requested, or by personal delivery
or  via  a nationally recognized overnight courier to the Holder or the Company,
at  their  respective addresses as set forth herein, or to such other address as
to  which  either  party may advise the other by notice given in accordance with
this  provision.  All  such  notices  shall  be deemed given upon the earlier of
receipt  or  within  five  (5)  business  days of mailing if receipt is refused.

     Upon  notice  to  the Company as provided for hereinabove, the Holder shall
have  the  right  to  assign  this  Note.

     Notwithstanding  any other provision of this Note, interest under this Note
shall  not  exceed  the maximum rate permitted by law; and if any amount is paid
under  this  Note as interest in excess of such maximum rate, then the amount so
paid will not constitute interest but will constitute a prepayment on account of
the  principal  amount  of  this  Note.


                                  Page 3 of 8
<PAGE>
     All  payments  under  this  Note  shall be made without defense, set-off or
counterclaim,  free  and  clear  of  and  without deduction for any taxes of any
nature  now  or  hereafter  imposed.

     The  undersigned  agrees  to  pay  on demand all expenses of collecting and
enforcing this Note, including, without limitation, reasonable expenses and fees
of  legal  counsel,  court  costs  and  the  cost  of  appellate  proceedings.

     The  provisions  of  this Note shall in all respects be construed according
to,  and  the  rights  and  liabilities  of  the parties hereto and shall in all
respects  be  governed  by, the laws of the State of Nevada.  This Note shall be
deemed  a  contract  made  under  the  laws  of  the State of Nevada to be fully
performed  therein,  and the validity of this Note and all rights an liabilities
hereunder  shall be determined under the laws of said State without reference to
the  conflicts  of  laws  provisions  thereof.   For  purposes of any proceeding
involving  this  Note  or  any  of  the  obligations  of  the  undersigned,  the
undersigned  hereby  submits  to the non-exclusive jurisdiction of the courts of
the  State  of  Nevada  and  of  the  United States having jurisdiction in Clark
County,  State of Nevada, and agrees not to raise and waives any objection to or
defense  based  upon  the  venue  of  any  such  court  or  based upon forum non
conveniens.  The  undersigned agrees not to bring any action or other proceeding
with respect to this Note or with respect to any of its obligations in any other
court  unless  such  courts  of  the  State  of  Nevada and of the United States
determine  that  they  do  not  have  jurisdiction  in  the  matter.

     This  Note  may  be  amended  only  by a written instrument executed by the
Company  and  the  Holder.

     IN WITNESS WHEREOF, DERMISONICS, INC. has caused this Promissory Note to be
executed  in  its  corporate  name  by its President, thereunto duly authorized.

Dated: December     ,  2005
                 ---


                                   DERMISONICS,  INC.


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


                                  Page 4 of 8
<PAGE>
                      Form of Notice of Election to Convert

     The undersigned Holder hereby elects to convert $________ of the amount due
under  that  certain  promissory note made by Dermisonics, Inc. in the principal
amount  of  $156,094.17 dated December ___, 2005 (the "Note") into _____________
shares of Common Stock at a conversion price of $______ per share, calculated by
multiplying  the  average  closing  bid  price per share of the Common Stock (as
reported  by  the  National  Quotation Bureau, Inc.) during the five (5) trading
days  immediately prior to the date hereof multiplied by .80.  Capitalized terms
used  herein and not otherwise defined have the respective meanings set forth in
the  Note.

     In  connection  with  the  conversion  of  the Note, the undersigned hereby
represents,  warrants and covenants to, and agrees with, the Company as follows:

          (a)  The  undersigned understands and acknowledges that the Conversion
          Shares  have  not been and will not be registered under the Securities
          Act  and may not be offered or sold in the United States or to, or for
          the  benefit of, any "U.S. person" (as defined in Regulation S, a copy
          of  which  previously  has  been  delivered to the Holder), unless the
          Conversion  Shares  are  registered  under  the Securities Act or such
          offer  or  sale is made pursuant to an exemption from the registration
          requirements  of  the  Act.

          (b)  The  Conversion  Shares are being offered and sold by the Company
          pursuant  to  the  terms of the Note Agreement and Regulation S, which
          permits  the  transfer  of  the  Conversion  Shares  only to non "U.S.
          Persons"  in  "off-shore  transactions"  (as defined in Regulation S).

          (c)  The  Holder is not acquiring the Conversion Shares as a result of
          or  in  connection  with  any activity that would constitute "directed
          selling  efforts" (within the meaning given that term in Regulation S)
          in the United States and will not undertake any such "directed selling
          efforts"  in  connection  with  the  Conversion  Shares in the future.

          (d)  The  Holder  is  not  a  "U.S. Person," as defined in Rule 904 of
          Regulation  S.

          (e) The Holder was outside the United States at the time (i) the offer
          to  purchase  and the sale of the Conversion Shares was made, (ii) the
          buy  order  was  made  for the Conversion Shares and (iii) it executed
          this  Notice.

          (f) Unless registered under the Securities Act, the Holder agrees that
          any  offer,  sale or transfer of the Conversion Shares or any interest
          therein  to any non "U.S. Person" shall be made in accordance with the
          provisions  hereof, the Note and Regulation S, and that the Company is
          under  no  obligation  to


                                  Page 5 of 8
<PAGE>
          register  or  recognize  and  may  refuse  the transfer of any of such
          securities  by  the undersigned unless said offer, sale or transfer is
          made in accordance with the provisions hereof, the Note and Regulation
          S. The following provisions, among others which now exist or which may
          hereafter be enacted, apply to any proposed offer, sale or transfer of
          the  securities  to  a  non "U.S. Person;" provided, however, that the
          Company  may  refuse to register the transfer of any Conversion Shares
          despite a sale or transfer in conformity with the provisions described
          below  and  Regulation  S, if it reasonably believes that such sale or
          transfer  is being made in bad faith not in conformity with Regulation
          S:

               (i)  The  Holder  (and any subsequent holder of any of Conversion
          Shares  which are transferred in accordance with the provisions hereof
          and  Regulation  S)  must  certify  in writing that neither record nor
          beneficial  ownership  of  any  of  such  securities,  or any interest
          therein,  as  the  case may be, has been offered or sold in the United
          States  or  to  or  for  the  account  or  benefit of any U.S. Person.

               (ii)  Any  proposed  transferee  of  Conversion  Shares  must (A)
          certify  in  writing  that  it is not a U.S. Person and that it is not
          acquiring  such securities for the account or benefit of a U.S. Person
          or  if  such  transferee  is  a  U.S.  Person  that  it  acquired such
          securities  in  a  transaction that did not require registration under
          the  Act  and that it agrees to be bound by the restrictions on resale
          of any of such securities set forth herein and Regulation S; (B) agree
          in  writing  to  resell  such  securities  only in accordance with the
          provisions  hereof,  Regulation  S, pursuant to registration under the
          Securities  Act,  or  pursuant  to  an  available  exemption  from
          registration  and  must  agree  in  writing  not  to engage in hedging
          transactions  with  regard  to  any  of  such  securities  unless  in
          compliance  with  the  Securities Act; and (C) agree in writing to the
          placement  of  a  legend  on  the  certificate(s)  representing  such
          securities substantially in the form set forth in Section 2(g), below,
          and  to  the  placement  of  a  stop  transfer  on  the  Note  and the
          Conversions  Shares  on  the stock books and records maintained by the
          Company  or  its  transfer  agent.

          (g)  Legend  on  Certificates.  The  Conversion  Share are "restricted
          securities"  as  that  term  is  defined  in  Rule  144  ("Rule  144")
          promulgated  under  the  Securities  Act  and  are  subject  to  the
          restrictions on transfer imposed therein and pursuant to Regulation S.
          The  Holder  agrees  and  acknowledges that the Conversion Shares will
          bear  a  restrictive  legend  in  substantially  the  following  form:

     "THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN


                                  Page 6 of 8
<PAGE>
     REGISTERED  UNDER  THE  U.S.  SECURITIES  ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT") OR ANY OTHER SECURITIES LAWS AND HAVE BEEN ISSUED IN
     RELIANCE  UPON  THE  EXEMPTION  FROM  SUCH  REGISTRATION  CONTAINED IN
     REGULATION  S  UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY
     THIS  CERTIFICATE  MAY  NOT BE OFFERED, SOLD OR TRANSFERRED WITHIN THE
     UNITED  STATES  OR  TO,  OR  FOR  THE ACCOUNT OR BENEFIT OF, ANY "U.S.
     PERSON" (AS SUCH TERM IS DEFINED IN REGULATION S) EXCEPT IN ACCORDANCE
     WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE SECURITIES ACT
     OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES  ACT."

          (h) The Holder shall not engage in any activity for the purpose of, or
          which  may  reasonably be expected to have the effect of, conditioning
          the  market  in the United States for the Conversion Shares, or offer,
          sell or transfer the Conversion Shares, or any interest therein to, or
          for  the  account  of  benefit  of,  a  U.S.  Person.

          (i) The Holder will not, directly or indirectly, engage in any hedging
          transactions  (as  such  term  is  defined in the Securities Act) with
          respect to the Common Stock unless such transactions are in compliance
          with  the  Securities  Act.

          (xi)  If  the  Holder  publicly  re-offers  all  or  any  part  of the
          Conversion  Shares  in  the  United States, the Holder (and/or certain
          persons  who  participate  in  any such re-offer) may be deemed, under
          certain  circumstances,  to  be an "underwriter" as defined in Section
          2(11)  of  the  Act. If the Holder plans to make any such re-offer, it
          will  consult  with its counsel prior to any such re-offer in order to
          determine its liabilities and obligations hereunder, Regulation S, the
          Securities  Act  and  any  applicable  state  securities  laws.




Dated:          ,                     Name  of  Holder:
      ---------- -----

                                      (Print)
                                             -----------------------------

                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------


                                  Page 7 of 8
<PAGE>
                                      (Signature must conform in all respects
                                      to  name of holder as the specified  on
                                      the face of Warrant)


                                  Page 8 of 8