CONSULTING AGREEMENT

     AGREEMENT,  made this day 18th of October, 2004 by and between Dermisonics,
Inc.,  having  its  principal  place  of  business at Four Tower Bridge, 200 Bar
Harbor  Drive,  West  Conshohocken,  Pennsylvania  19428-2977  (hereinafter  the
"Company")  and  Ananda  Capital  Partners, Inc. a Florida corporation having an
address at 8018 Mizner Lane, Boca Raton FL 33433 (hereinafter the "Consultant").

     WHEREAS,  the  Company  desires  to  retain  the  Consultant for consulting
services  in connection with financial and investor public relations and related
matters in the United States and the Consultant desires to provide such services
as  set  forth  herein.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  set  forth herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties, intending to
be  legally  bound,  agree  as  follows:

A.   CONSULTATION

     1.     Consultant.  The  Company hereby retains the Consultant to render to
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the  Company  the  consulting services as described in Section B hereof, and the
Consultant  hereby  accepts  such  assignment  upon  the  terms  and  conditions
hereinafter  set  forth.

     2.     Independent  Relationship.  The  Consultant  shall  provide  the
            -------------------------
consulting  services  required  to  be  rendered  by  it  hereunder solely as an
independent contractor and nothing contained herein shall be construed as giving
rise  to  an  employment  or  agency relationship, joint venture, partnership or
other  form  of  business  relationship.

     3.     No  Authority  to  Obligate the Company.  Without the consent of the
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board  of  directors or appropriate officer of the Company, the Consultant shall
have  no  authority  to  take,  nor  shall  it  take,  any  action committing or
obligating  the  Company  in  any  manner,  and it shall not represent itself to
others  as  having  such  authority.

     4.     Term.  The  term  of  the  Consultant's  consultation to the Company
            ----
hereunder  shall  commence  as of the date hereof and shall extend for a term of
one  year.

B.   OBLIGATIONS  OF  THE  CONSULTANT

     1.     Consulting  Services.  During the term of this Agreement, Consultant
            --------------------
will render advice and assistance to the Company on business related matters and
in  connection  therewith  the  Consultant  shall:


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          a.     Establish  a financial public relations methodology designed to
increase  awareness  of  the  Company  within  the  investment  community.

          b.     Assist  the  Company  in  the  accurate  communication  and
dissemination  of  its  business  plan  as  well  as  other relevant information
provided  by  the  company  to  the  financial  marketplace.

          c.     Expose the Company to a broad network of active retail brokers,
financial  analysts,  institutional  fund managers, private investors and active
financial  newsletter  writers.

          d.     Assist the Company in obtaining financial institution coverage.

          e.     Assist  the  Company  in  preparing the Company's due diligence
reports,  corporate  profile  and  fact  sheets  for  the  investment community.

          f.     Assist  the  Company  in  preparing investment conferences with
financial  institutions  or  individual  investors.

          g.     Conduct telemarketing campaigns to the investment community and
brokerage  community and conduct teleconferences, Company executive(s), brokers,
financial  analysts,  fund  managers  and  other  interested  participants.

          h.     Assist the Company in the preparation of all press releases and
coordinate the release thereof by way of a Company paid account with PR NewsWire
or  BusinessWire.

          i.     Create,  build and continually enhance an email database of all
brokers,  investors,  analysts and media contacts who have expressed an interest
in  receiving  on-going  information  on  the  Company.

          j.     E-mail  press releases, corporate announcements, broker updates
and  Company  news  developments to the Consultant's e-mail database of brokers,
institutional  fund  managers,  financial  analysts  and industry professionals.

          k.     Serve  as  the  Company's  external  publicist  and endeavor to
obtain  media coverage relating to the Company in both trade and industry press,
on  local  and  national  radio  and/or  TV  programming,  in subscription-based
financial  newsletters,  and  on  the  worldwide  web.

          l.     Introduce  the  Company  to  various  fund  managers  and
institutional  investors.


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ALL  OF  THE FOREGOING CONSULTANT PREPARED DOCUMENTATION CONCERNING THE COMPANY,
INCLUDING,  BUT  NOT  LIMITED TO, DUE DILIGENCE REPORTS, CORPORATE PROFILE, FACT
SHEETS,  AND  QUARTERLY  NEWSLETTERS,  SHALL  BE PREPARED BY THE CONSULTANT FROM
MATERIALS  SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY THE COMPANY IN
WRITING  PRIOR  TO  DISSEMINATION  BY  THE  CONSULTANT.

     2.   Nonexclusive  Engagement;  Extent  of  Services.
          -----------------------------------------------

          a.     The  parties  agree  that the consultation contemplated by this
Agreement  is  a nonexclusive engagement and that the Consultant now renders and
may  continue  to render consulting services to other companies which may or may
not  conduct  activities  similar  to  those  of  the  Company.

          b.     The  Consultant will devote such time and effort to the affairs
of  the  Company  as  the Consultant deems reasonable and adequate to render the
consulting  services contemplated by this Agreement.  The Consultant's work will
not  include any services that constitute the rendering of any legal opinions or
performance  of  work  that  is  in  the  ordinary  purview  of certified public
accountants.

     3.     Confidentiality.  The  Consultant  will  not,  either  during  its
            ---------------
engagement  by  the  Company  pursuant  to  this  Agreement or at any other time
thereafter,  disclose,  use  or  make  known  for  its or another's benefit, any
confidential  information,  knowledge,  or  data  of  the  Company or any of its
affiliates  in  any way acquired or used by the Consultant during its engagement
by  the Company.  Confidential information, knowledge or data of the Company and
its  affiliates  shall not include any information which is or becomes generally
available to the public other than as a result of a disclosure by the Consultant
or  its  representatives.

C.   OBLIGATIONS  OF  THE  COMPANY.

     1.   Compensation.
          ------------

          Subject to the provisions of Section b, below, in consideration of the
services  to be rendered by the Consultant hereunder, the Company shall issue to
the  Consultant  or  his  designees  an  aggregate  of  100,000  fully  paid and
non-assessable  shares  (the  "Shares")  of the common stock of the Company, par
value  $0.01  per  share.

          b.     In  connection  with,  and in consideration of, the issuance of
the  Shares  to the Consultant, the Consultant hereby agrees with and represents
and  warrants  to  the  Company  as  follows:


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               i.     The  Consultant  is  acquiring  the  Shares  for  the
undersigned's  own  account,  for  investment  purposes only and not with a view
toward  their  resale  or  distribution.

               ii.     The Consultant understands that the Shares are not freely
transferable  and will not be freely transferable for an extended period of time
and  that,  as a consequence thereof, the undersigned may have extremely limited
opportunities  to  dispose  of the Shares.  The Consultant understands that Rule
144  of  the Securities Act of 1933, as amended (the "Act") permits the transfer
of "restricted securities" of the type herein involved under certain conditions,
but  the Company may not in the future meet the conditions to the application of
Rule 144, including, inter alia, the condition that current detailed information
concerning  the  Company  be  publicly  available.

               iii.     The  Consultant  will  not  transfer  any  of the Shares
either  (a)  in the absence of an effective registration under the Act and state
securities  laws  ("Laws"),  or  (b)  without obtaining an opinion of an counsel
reasonably  acceptable  to  the  Company,  which opinion shall be addressed, and
satisfactory in form and substance, to the Company and its counsel, stating that
the  transaction  is  exempt  from  the registration requirements of the Act and
Laws.

               iv.     Until  freely  transferable,  the  Company  may refuse to
authorize  any  transfer  by the Consultant of any of the Shares if the proposed
transferee  does  not make written representations and agreements to the Company
and  the undersigned in form and substance similar to those contained herein, or
if  any  circumstances  are  present  which  reasonably  indicate  that  such
transferee's  representations  are  not  accurate.

               v.     A  stop  transfer  order  will be entered on the Company's
records  respecting  the  Shares and a restrictive legend will be affixed to the
certificate evidencing the Shares substantially in the following form:

     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR  THE
     SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
     REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED (THE
     "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
     PURSUANT  TO  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT  OR  PURSUANT  TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
     NOT  SUBJECT  TO,  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
     AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


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In addition, the Company shall be entitled to imprint the certificate evidencing
the  Shares  with  any  State  legend,  if  required.

               vi.     The  Consultant agrees to save, hold harmless, defend and
indemnify  the  Company  from  any claims, liabilities, or nonperformance by the
undersigned  of  any  representation,  warranty  or  agreement contained in this
letter.

               vii.     The  Consultant  and  the  Company  have  simultaneously
entered into the Registration Rights Agreement dated October 18, 2004, a copy of
which  is  attached  hereto  as  Exhibit  "A."

     2.   Reimbursement  of  Expenses.
          ---------------------------

          a.     Out-of-Pocket  Expenses.  The  Company  shall  reimburse  the
                 -----------------------
Consultant  for  actual  out-of-pocket  expenses  including, but not limited to,
facsimile,  postage,  printing, photocopying, and entertainment, incurred by the
Consultant  without  the prior consent of the Company and in connection with the
performance  by  the  Consultant  of its duties hereunder in amounts up to three
hundred  dollars  ($300)  per  month.  The prior consent of the Company shall be
required for reimbursement of expenses in excess of three hundred dollars ($300)
per  month.

          b.     Travel  and  Related Expenses.  The Company shall reimburse the
                 -----------------------------
Consultant  for  the  costs  of  all travel and related expenses incurred by the
Consultant  in  connection  with  the  performance  of  its  services hereunder,
provided  that  all such costs and expenses have been authorized, in advance, by
the  Company.

          c.     General.  Expenses  shall  be  due  and payable when billed and
                 --------
after  they  have  been  incurred.

D.   MISCELLANEOUS.

     1.     Entire  Agreement.  This  Agreement  contains  the  entire agreement
            -----------------
between  the parties with respect to the engagement of Consultant by the Company
as  a  consultant  and supersedes and replaces any and all prior understandings,
agreements  or correspondence between the parties relating to the subject matter
hereof.

     2.     Modification  and  Waiver.  No supplement, modification or amendment
            -------------------------
of  this  Agreement  shall  be  binding  unless  executed in writing by both the
parties  hereto.  No  waiver  of  any  other  provisions  hereof (whether or not
similar)  shall be binding unless executed in writing by both the parties hereto
nor shall such waiver constitute a continuing waiver.


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     3.     Governing  Law.  This  Agreement  has  been  made  in  and  shall be
            --------------
interpreted  according  to the laws of the State of Nevada without any reference
to  the  conflicts  of  laws  rules  thereof.  The  parties hereto submit to the
jurisdiction  of  the  courts  of  Clark  County  in the State of Nevada for the
purpose of any actions or proceedings that may be required to enforce any of the
provisions  of  this  agreement.

     4.     Successors  and  Assigns.  This Agreement shall inure to the benefit
            ------------------------
of  and  be binding upon the Company and its successors and assigns and upon the
Consultant  and  the  Consultant's  successors  and  assigns.

     5.     Severability.  If  any  provision  or  provisions  of this agreement
            ------------
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

          a.     the  validity,  legality  and  enforceability  of the remaining
provisions of this Agreement (including, without limitation, each portion of any
Section  of  this  Agreement  containing  any such provision held to be invalid,
illegal  or unenforceable) shall not in any way be affected or impaired thereby;
and

          b.     to  the  fullest  extent  possible,  the  provisions  of  this
Agreement  (including,  without  limitation, each portion of any Section of this
agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable)  shall be construed so as to give effect to the intent manifested
by  the  provision  held  invalid,  illegal  or  unenforceable.

     6.     Further  Assurances.  From  and  after the execution and delivery of
            -------------------
this  Agreement,  upon  request  of  either  party, the other shall do, execute,
acknowledge  and deliver all such further acts, assurances and other instruments
and papers as may be required to carry out the transactions contemplated by this
agreement.

     7.     Headings.  The  headings  of  the  paragraphs  of this agreement are
            --------
inserted for convenience only and shall not be deemed to constitute part of this
agreement  or  to  affect  the  construction  hereof.

     8.     Notices.  Any  notice  to  be  given  hereunder  shall  be  given in
            -------
writing.  All  notices  under  this  Agreement  shall  be  either hand delivered
receipt  acknowledged,  or  sent by registered or certified mail, return receipt
requested  as  follows:

          (a) If to the Company, to:    Dermisonics, Inc.
                                        2 Park Plaza, Suite 450
                                        Irvine, California 92614
                                        Attn.: Bruce H. Haglund
                                        Facsimile No.: (949) 733-1188


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                with a copy to:         Ruffa & Ruffa, P.C.
                                        150 East 58th Street,33rd Floor
                                        New York, NY 10155
                                        Attn.: William P. Ruffa, Esq.
                                        Facsimile No.: (212) 759-7696

          (b) If to the Consultant, to: Ananda Capital Partners, Inc.
                                        8018 Mizner Lane
                                        Boca Raton, FL 33433
                                        Facsimile No.: (561) 477-7649
                                        Attn: Miron Leshem

                with a copy to:         Blank Rome
                                        1200 N Federal Hwy
                                        Boca Raton FL 33431
                                        Attn.: Bruce Rosetto, Esq.
                                        Facsimile No.: (561) 417-8186

All  such  notices shall be deemed given when delivered, if personally delivered
as  aforesaid,  or  within  five  business  days  after  mailing,  as aforesaid.

     9.     Execution.  This  Agreement  may  be  executed  in  two  or  more
            ---------
counterparts,  all  of which when taken together shall be considered one and the
same  agreement and shall become effective when counterparts have been signed by
each  party  and  delivered  to  the  other party, it being understood that both
parties  need not sign the same counterpart.  In the event that any signature is
delivered  by  facsimile  transmission,  such signature shall create a valid and
binding  obligation  of  the  party  executing  (or  on  whose
behalf such signature is executed) the same with the same force and effect as if
such  facsimile  signature  page  were  an  original  thereof.

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

DERMISONICS, INC.                         ANANDA CAPITAL PARTNERS, INC.


By:
     --------------------------           ------------------------------
     Bruce H. Haglund, Chairman           Miron Leshem, President


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