"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

$10,000.00                                                     December 21, 2005

FOR  VALUE RECEIVED, DERMISONICS, INC., a Nevada corporation having an office at
Four  Tower  Bridge,  200  Bar  Harbor  Drive,  West Conshohocken, Pennsylvania,
19428-2977  U.S.A.  (the  "Company"), hereby promises to pay to John Varghese at
Zurich,  Switzerland,  or  his  duly  registered  assigns  (each a "Holder"), on
December  21,  2007  ("Maturity"),  or  earlier  upon prepayment of this Note as
provided  herein,  the  principal  sum  of US $10,000.00, together with interest
(computed on the basis of a 364-day year) on the unpaid principal balance at the
rate  of  12%  per  annum,  payable  on the first anniversary of the Note and at
Maturity.

     The  principal  amount of this Note and all accrued interest thereon may be
prepaid  by  the  Company  upon  60 day's prior written notice to the Holder and
payment  of  a  prepayment penalty equal to two months' interest, subject to the
Holder's  conversion  rights.  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.
California  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.

     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


                                        1
<PAGE>
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,  $.005 par value, of the
                                                         -----
Company  (the  "Common  Stock"), at a conversion price equal to the lesser of US
$1.00  or  80% of the average closing bid price per share of Common Stock during
           ---
the  10 trading days immediately prior to any such conversion. 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 10
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,


                                        2
<PAGE>
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 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 30
days  or  more,  or  the Company violates any term or provision of this Note and
same  remains uncured for a period of 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  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  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.

     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.


                                        3
<PAGE>
     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 21, 2005


                                   DERMISONICS, INC.


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


                                        4
<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 $_______ dated ________________, 2005 (the "Note") into _____________
shares  of  Common Stock at a conversion price of the lesser of $1.00 or $______
per  share, calculated by multiplying the average closing bid price per share of
the Common Stock during the 10 trading days immediately prior to the date hereof
multiplied by .90.  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


                                        5
<PAGE>
          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 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


                                        6
<PAGE>
          form:

     "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT 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."

          (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)
                                              ----------------------------


                                        7
<PAGE>
                                       By:
                                          --------------------------------
                                       Name:
                                            ------------------------------
                                       Title:
                                             -----------------------------

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


                                        8