NEITHER  THIS  COMMON  STOCK PURCHASE WARRANT NOR THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT 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.

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

                                DERMISONICS, INC.

                      COMMON STOCK PURCHASE WARRANT NO. 69

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

Dated:  December  21,  2005

     DERMISONICS,  INC.,  a corporation organized and existing under the laws of
the  State of Nevada (the "Company"), hereby certifies that, for value received,
JAMES  LADNER  or his registered assigns (the "Holder"), is entitled, subject to
the  terms set forth below, to purchase from the Company up to a total of 75,000
shares  of Common Stock, $0.001 par value per share (the "Common Stock"), of the
Company  (each  such  share, a "Warrant Share" and all such shares, the "Warrant
Shares") at an exercise price equal to $1.00 per Warrant Share (hereinafter this
common  stock  purchase  warrant  is  referred  to  as  the  "Warrant"  or  the
"Warrants").  The Warrants shall be exercisable from the date hereof and through
and including December 21, 2007 (the "Expiration Date"). This Warrant is subject
to  the  following  additional  terms  and  conditions:

     1.     Registration  of  Warrant.  The Company shall register this Warrant,
            -------------------------
upon  records  to  be  maintained  by the Company for that purpose (the "Warrant
Register"),  in  the  name  of  the  record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner  hereof  for the purpose of any exercise hereof or any distribution to the
Holder,  and  for  all  other purposes, and the Company shall not be affected by
notice  to  the  contrary.

     1.     Registration  of  Transfers  and  Exchanges.
            -------------------------------------------

          (a)     The Company shall register the transfer of any portion of this
Warrant  in  the Warrant Register, upon surrender of this Warrant, with the Form
of  Assignment


                                     Page 1
<PAGE>
     attached  hereto  duly  completed and signed, to the Company at its address
for  notice  specified  in  Section  10  along with an opinion of counsel to the
Holder  reasonably  acceptable  to  the  Company  that such transfer may be made
without  compliance  with  Federal  and  state  securities  laws.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  Common  Stock,  in
substantially  the form of this Warrant (any such new warrant, a "New Warrant"),
evidencing  the  portion  of  this Warrant so transferred shall be issued to the
transferee  and  a  New Warrant evidencing the remaining portion of this Warrant
not  so  transferred,  if  any,  shall be issued to the transferring Holder. The
acceptance  of  the  New  Warrant  by the transferee thereof shall be deemed the
acceptance  of  such transferee of all of the rights and obligations of a holder
of  a  Warrant.

          (b)     This Warrant is exchangeable, upon the surrender hereof by the
Holder  to  the  office  of  the  Company at its address for notice specified in
Section  10  for one or more New Warrants, evidencing in the aggregate the right
to  purchase the number of Warrant Shares which may then be purchased hereunder.
Any  such  New  Warrant  will  be  dated  the  date  of  such  exchange.

     2.     Duration,  Exercise  and  Redemption  of  Warrants.
            --------------------------------------------------

          (a)     This  Warrant shall be exercisable by the registered Holder on
any business day before 5:00 P.M., New York City time, at any time and from time
to time on or after the date hereof, in accordance with the Vesting Schedule, to
and  including  the  Expiration  Date.  At  5:00 P.M., New York City time on the
Expiration  Date,  the portion of this Warrant not exercised prior thereto shall
be  and  become  void  and of no value.  This Warrant shall be redeemable by the
Company  as  provided  in  Section  4,  below.

          (b)     Subject  to  Sections  2(b)  and  6,  upon  surrender  of this
Warrant,  with  the  Form of Election to Purchase attached hereto duly completed
and signed, to the Company at its address for notice set forth in Section 10 and
upon  payment  of  the Exercise Price multiplied by the number of Warrant Shares
that  the  Holder  intends  to purchase hereunder, in lawful money of the United
States of America, in cash or by certified or official bank check or checks, all
as  specified  by  the  Holder  in the Form of Election to Purchase, the Company
shall promptly (but in no event later than three business days after the Date of
Exercise  (as  defined  herein))  issue  or  cause  to be issued and cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the Holder may designate, a certificate for the Warrant Shares issuable upon
such exercise.  Any person so designated by the Holder to receive Warrant Shares
shall  be  deemed to have become a holder of record of such Warrant Shares as of
the  Date  of  Exercise of this Warrant.  A "Date of Exercise" means the date on
which  the  Company shall have received (i) this Warrant (or any New Warrant, as
applicable),  with the Form of Election to Purchase attached hereto (or attached
to  such  New Warrant) appropriately completed and duly signed, and (ii) payment
of  the  Exercise  Price  for  the  number of Warrant Shares so indicated by the
holder  hereof  to  be  purchased.


                                     Page 2
<PAGE>
          (c)     This  Warrant shall be exercisable, either in its entirety or,
from  time to time, for a portion of the number of Warrant Shares.  If less than
all  of  the  Warrant  Shares  which  may  be  purchased  under this Warrant are
exercised  at  any  time,  the Company shall issue or cause to be issued, at its
expense,  a New Warrant evidencing the right to purchase the remaining number of
Warrant  Shares  for  which  no  exercise  has  been  evidenced by this Warrant.

     3.     Redemption  of Warrant.  The Warrants may be redeemed by the Company
            ----------------------
at  any  time  on  30  day's  written  notice  to the Holder at the last address
therefor  as  it  shall appear upon the Warrant Register at a price of $0.01 per
Warrant  commencing  immediately  after  the Registration Date provided that the
average  closing  bid  price  per  share of Common Stock for the 30 trading days
ending  five  days prior to the date of the redemption notice of the Warrants is
at  least  $4.00  per  share.

     4.     Payment  of Taxes.  The Company will pay all documentary stamp taxes
            -----------------
attributable  to  the  issuance  of  Warrant  Shares  upon  the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of  any certificates for Warrant Shares or Warrants in a name other than that of
the Holder, and the Company shall not be required to issue or cause to be issued
or  deliver  or cause to be delivered the certificates for Warrant Shares unless
or  until  the person or persons requesting the issuance thereof shall have paid
to  the  Company  the  amount  of  such  tax  or  shall  have established to the
satisfaction  of  the  Company that such tax has been paid.  The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring  this  Warrant  or  receiving  Warrant Shares upon exercise hereof.

     5.     Replacement  of Warrant.  If this Warrant is mutilated, lost, stolen
            -----------------------
or  destroyed,  the  Company  shall  issue or cause to be issued in exchange and
substitution  for  and  upon cancellation hereof, or in lieu of and substitution
for  this  Warrant,  a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
reasonably  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall  also  comply  with  such  other reasonable regulations and
procedures  and  pay such other reasonable charges as the Company may prescribe.

     6.     Reservation  of  Warrant Shares.  The Company covenants that it will
            -------------------------------
at  all  times reserve and keep available out of the aggregate of its authorized
but  unissued  Common  Stock,  solely  for  the  purpose of enabling it to issue
Warrant  Shares  upon exercise of this Warrant as herein provided, the number of
Warrant Shares which are then issuable and deliverable upon the exercise of this
entire  Warrant,  free  from  preemptive  rights  or any other actual contingent
purchase  rights  of  persons  other  than  the Holders (taking into account the
adjustments  and  restrictions  of  Section  8).  The Company covenants that all


                                     Page 3
<PAGE>
     Warrant  Shares  that  shall  be  so  issuable  and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be  duly  and  validly  authorized,  issued  and  fully paid and
nonassessable.

     7.     Certain  Adjustments.  The  Exercise  Price  and  number  of Warrant
            --------------------
Shares  issuable  upon  exercise  of this Warrant are subject to adjustment from
time  to  time as set forth in this Section 8.  Upon each such adjustment of the
Exercise  Price pursuant to this Section 8, the Holder shall thereafter prior to
the  Expiration  Date  be  entitled to purchase, at the Exercise Price resulting
from  such  adjustment, the number of Warrant Shares obtained by multiplying the
Exercise  Price  in effect immediately prior to such adjustment by the number of
Warrant  Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such  adjustment.

          (a)     If the Company, at any time while this Warrant is outstanding,
(i) shall pay a stock dividend or otherwise make a distribution or distributions
on  shares  of  its  Common  Stock  (as  defined below) or on any other class of
capital stock (and not the Common Stock) payable in shares of Common Stock, (ii)
subdivide  outstanding shares of Common Stock into a larger number of shares, or
(iii)  combine  outstanding  shares  of  Common  Stock  into a smaller number of
shares,  the  Exercise  Price  shall  be  multiplied  by a fraction of which the
numerator  shall  be  the  number  of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and of which the denominator shall
be  the  number  of  shares  of Common Stock (excluding treasury shares, if any)
outstanding  after  such  event.  Any  adjustment  made pursuant to this Section
shall  become  effective immediately after the record date for the determination
of  stockholders  entitled  to  receive  such dividend or distribution and shall
become  effective  immediately  after  the  effective  date  in  the  case  of a
subdivision  or  combination,  and  shall  apply  to successive subdivisions and
combinations.

          (b)     In  case  of  any  reclassification  of  the Common Stock, any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all or substantially all of the assets of the Company in which the
consideration  therefor  is  equity  or  equity  equivalent  securities  or  any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other securities or property, then the Holder shall have the right thereafter to
exercise  this  Warrant  only  into the shares of stock and other securities and
property  receivable  upon  or  deemed  to  be  held  by holders of Common Stock
following  such reclassification, consolidation, merger, sale, transfer or share
exchange,  and  the  Holder  shall  be  entitled upon such event to receive such
amount  of  securities or property of the Company's business combination partner
equal  to  the  amount of Warrant Shares such Holder would have been entitled to
had  such  Holder  exercised  this  Warrant  immediately  prior  to  such
reclassification,  consolidation, merger, sale, transfer or share exchange.  The
terms  of any such consolidation, merger, sale, transfer or share exchange shall
include  such terms so as to continue to give to the Holder the right to receive
the  securities  or  property  set


                                     Page 4
<PAGE>
     forth  in  this  Section  8(b)  upon  any  exercise  following  any  such
reclassification, consolidation, merger, sale, transfer or share exchange.

          (c)      If  the  Company,  at  any  time  while  this  Warrant  is
outstanding, shall distribute to all holders of Common Stock (and not to holders
of  this  Warrant) evidences of its indebtedness or assets or rights or warrants
to  subscribe  for  or  purchase  any  security  (excluding those referred to in
Sections  8(a), (b) and (d)), then in each such case the Exercise Price shall be
determined  by multiplying the Exercise Price in effect immediately prior to the
record  date  fixed  for  determination of stockholders entitled to receive such
distribution  by a fraction of which the denominator shall be the Exercise Price
determined  as  of  the  record date mentioned above, and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
a  nationally  recognized  or  major regional investment banking firm or firm of
independent  certified  public accountants of recognized standing (which, in all
events,  may be the firm that regularly examines the financial statements of the
Company)  (an  "Appraiser")  mutually selected in good faith by the holders of a
majority  in  interest  of  the  Warrants then outstanding and the Company.  Any
determination  made  by  the  Appraiser  shall  be  final.

          (d)     If, at any time while this Warrant is outstanding, the Company
shall  issue  or  cause  to be issued rights or warrants to acquire or otherwise
sell  or  distribute shares of Common Stock to all holders of Common Stock for a
consideration  per  share  less  than  the  Exercise Price then in effect, then,
forthwith  upon  such  issue or sale, the Exercise Price shall be reduced to the
price  (calculated  to  the  nearest  cent) determined by dividing (i) an amount
equal  to  the  sum  of  (A)  the  number  of shares of Common Stock outstanding
immediately  prior  to  such issue or sale multiplied by the Exercise Price, and
(B)  the  consideration, if any, received or receivable by the Company upon such
issue  or  sale  by  (ii) the total number of shares of Common Stock outstanding
immediately  after  such  issue  or  sale.

          (e)     For  the  purposes  of  this  Section 8, the following clauses
shall  also  be  applicable:

               (i)  Record Date.  In case the Company shall take a record of the
                    -----------
holders  of  its Common Stock for the purpose of entitling the holders of Common
Stock (A) to receive a dividend or other distribution payable in Common Stock or
in securities convertible or exchangeable into shares of Common Stock, or (B) to
subscribe for or purchase Common Stock or securities convertible or exchangeable
into  shares  of  Common  Stock, then such record date shall be deemed to be the
date  of  the  issue  or  sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution  or  the  date  of  the  granting  of such right of subscription or
purchase,  as  the  case  may  be.


                                     Page 5
<PAGE>
               (ii)  Treasury  Shares.  The  number  of  shares  of Common Stock
                     ----------------
outstanding  at  any given time shall not include shares owned or held by or for
the  account  of  the  Company,  and the disposition of any such shares shall be
considered  an  issue  or  sale  of  Common  Stock.

          (f)     All  calculations  under  this  Section 8 shall be made to the
nearest  cent  or  the  nearest  1/100th  of  a  share,  as  the  case  may  be.

          (g)     If:

               (i)  the  Company  shall  declare  a  dividend  (or  any  other
                    distribution)  on  its  Common  Stock;  or

              (ii)  the  Company  shall  declare  a  special  nonrecurring  cash
                    dividend  on  or  a  redemption  of  its  Common  Stock;  or

             (iii)  the  Company  shall authorize the granting to all holders of
                    the  Common  Stock  rights  or  warrants to subscribe for or
                    purchase  any shares of capital stock of any class or of any
                    rights;  or

              (iv)  the  approval  of  any  stockholders of the Company shall be
                    required  in  connection  with  any  reclassification of the
                    Common  Stock of the Company, any consolidation or merger to
                    which the Company is a party, any sale or transfer of all or
                    substantially  all  of  the  assets  of  the Company, or any
                    compulsory  share  exchange  whereby  the  Common  Stock  is
                    converted  into  other  securities,  cash  or  property;  or

               (v)  the  Company  shall  authorize  the  voluntary  dissolution,
                    liquidation  or  winding  up  of the affairs of the Company;

then the Company shall cause to be mailed to each Holder at their last addresses
as  they shall appear upon the Warrant Register, at least 30 calendar days prior
to  the  applicable  record  or  effective  date hereinafter specified, a notice
stating  (x)  the  date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be  taken,  the  date  as  of  which the holders of Common Stock of record to be
entitled  to such dividend, distributions, redemption, rights or warrants are to
be  determined  or  (y)  the date on which such reclassification, consolidation,
merger,  sale,  transfer  or  share  exchange is expected to become effective or
close,  and  the date as of which it is expected that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash  or  other  property  deliverable  upon such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding  up;  provided, however, that the failure to mail such notice or any
                  --------  -------
defect  therein  or  in the mailing thereof shall not affect the validity of the
corporate  action  required  to  be  specified  in  such  notice.


                                     Page 6
<PAGE>
     8.     Payment  of Exercise Price.  The Holder may exercise this Warrant by
            --------------------------
tendering  to  the Company cash or certified or official bank check or checks in
an  amount  calculated by multiplying the Exercise Price per share by the number
of  Warrant  Shares  the  Holder  desires  to  purchase.

     10.    Fractional  Shares.  The  Company  shall not be required to issue or
            ------------------
cause  to  be  issued fractional Warrant Shares on the exercise of this Warrant.
The  number  of full Warrant Shares which shall be issuable upon the exercise of
this  Warrant  shall be computed on the basis of the aggregate number of Warrant
Shares  purchasable on exercise of this Warrant so presented. If any fraction of
a  Warrant Share would, except for the provisions of this Section 9, be issuable
on  the  exercise  of this Warrant, the Company shall, at its option, (i) pay an
amount  in  cash equal to the Exercise Price multiplied by such fraction or (ii)
round  the  number  of  Warrant  Shares  issuable,  up to the next whole number.

     11.    Notices.  Any  and all notices or other communications or deliveries
            -------
hereunder  shall  be  in  writing and shall be deemed given and effective on the
earliest  of  (i)  the  date of transmission, if such notice or communication is
delivered  via  facsimile  at  the  facsimile telephone number specified in this
Section,  (ii)  the  business  day  following  the  date  of mailing, if sent by
internationally  recognized  overnight  courier  service,  or  (iii) upon actual
receipt  by the party to whom such notice is required to be given. The addresses
for  such  communications  shall  be:

          If to the Company:    DERMISONICS, INC.
                                c/o Bruce H. Haglund
                                2 Park Plaza, Suite 450
                                Irvine, California  92164
                                Facsimile Number: (949) 733-1188

          If to the Holder:     JAMES LADNER
                                Rigistrasse 3
                                CH-8802, Kilchberg, Switzerland
                                Facsimile Number:  44-281-2533

Either party may change the address and facsimile number to which notices are to
be  sent by delivering notice to the other party in accordance with this Section
11.

     12.    Warrant  Agent.
            --------------

          (a)     The  Company  shall serve as warrant agent under this Warrant.
Upon 30 days' notice to the Holder, the Company may appoint a new warrant agent.

          (b)     Any  corporation  into  which  the  Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the  Company


                                     Page 7
<PAGE>
     or  any  new warrant agent shall be a party or any corporation to which the
Company  or  any  new warrant agent transfers substantially all of its corporate
trust or shareholders services business shall be a successor warrant agent under
this  Warrant  without  any  further act. Any such successor warrant agent shall
promptly  cause notice of its succession as warrant agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder's last address as shown
on  the  Warrant  Register.

     13.    Miscellaneous.
            -------------

          (a)     This  Warrant  shall be binding on and inure to the benefit of
the  parties  hereto and their respective successors and permitted assigns. This
Warrant  may  be  amended  only in writing signed by the Company and the Holder.

          (b)     Subject to Section 12(a), above, nothing in this Warrant shall
be construed to give to any person or corporation other than the Company and the
Holder  any  legal  or equitable right, remedy or cause under this Warrant; this
Warrant  shall  be  for  the  sole  and exclusive benefit of the Company and the
Holder.

          (c)     This  Warrant  shall be governed by and construed and enforced
in  accordance  with  the internal laws of the State of Nevada without regard to
the  principles  of  conflicts  of  law  thereof.

          (d)     The  headings  herein  are  for  convenience  only,  do  not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of  the  provisions  hereof.

          (e)     In  case  any  one  or  more of the provisions of this Warrant
shall  be  invalid  or  unenforceable  in  any  respect,  the  validity  and
enforceability  of  the remaining terms and provisions of this Warrant shall not
in  any way be affected or impaired thereby and the parties will attempt in good
faith  to  agree  upon  a  valid  and  enforceable  provision  which  shall be a
commercially  reasonable  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate  such  substitute  provision  in  this  Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  authorized  officer  as  of  the  date  first  indicated  above.

                                        DERMISONICS, INC.


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


                                     Page 8
<PAGE>
                          FORM OF ELECTION TO PURCHASE


        (To be executed by the Holder to exercise the right to purchase
              shares of Common Stock under the foregoing Warrant)


To:  DERMISONICS,  INC.:

     In  accordance  with  the  Warrant  enclosed  with this Form of Election to
Purchase,  the  undersigned  hereby irrevocably elects to purchase [___________]
shares  of  Common  Stock  ("Common  Stock"),  $0.01  par  value  per  share, of
DERMISONICS,  INC.  and  encloses  herewith  $________  in  cash or certified or
official bank check or checks, which sum represents the aggregate Exercise Price
(as  defined  in  the Warrant) for the number of shares of Common Stock to which
this  Form  of  Election to Purchase relates, together with any applicable taxes
payable  by  the  undersigned  pursuant  to  the  Warrant.

     The  undersigned  requests that certificates for the shares of Common Stock
issuable  upon  this  exercise  be  issued  in  the  name  of

Print  name  and  address:
                               --------------------------------------

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

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

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


Print social security or
tax identification number:
                               --------------------------------------


     If  the  number of shares of Common Stock issuable upon this exercise shall
not  be  all  of the shares of Common Stock which the undersigned is entitled to
purchase  in accordance with the enclosed Warrant, the undersigned requests that
a  New  Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued  in  the  name  of  and  delivered  to:

Print  name  and  address:
                               --------------------------------------

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


<PAGE>
                               --------------------------------------

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


<PAGE>
Dated:                        Name  of  Holder:
      ---------------                          ---------------------------------

                         Signature:
                                            ------------------------------------

                         By (if entity):
                                            ------------------------------------

                         Name (if entity):
                                            ------------------------------------

                         Title (if entity):
                                            ------------------------------------

                         (Signature  must  conform  in  all  respects to name of
                         holder  as  specified  on  the  face  of  the  Warrant)


<PAGE>
           [To be completed and signed only upon transfer of Warrant]

     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
unto
     ---------------------------------------------------------------------------
the  right  represented  by  the within Warrant to purchase
                                                            --------------------
shares  of Common Stock of DERMISONICS, INC. to which the within Warrant relates
and  appoints the Secretary of DERMISONICS, INC. attorney to transfer said right
on  the  books  of  DERMISONICS,  INC.  with  full  power of substitution in the
premises.

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

                         Signature:
                                            ------------------------------------

                         By (if entity):
                                            ------------------------------------

                         Name (if entity):
                                            ------------------------------------

                         Title (if entity):
                                            ------------------------------------

                         (Signature  must  conform  in  all  respects to name of
                         holder  as  specified  on  the  face  of  the  Warrant)


Name  and  Address  of  Transferee:
                                   -------------------------------------

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

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


In  the  presence  of:

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