CONSULTING AGREEMENT

     AGREEMENT,  made this day 18th of October, 2004 by and between DERMISONICS,
INC.,  Four  Tower Bridge, 200 Bar Harbor Drive, West Conshohocken, Pennsylvania
19428-2977  (hereinafter  the  "Company"),  and  DD  INVESTMENT,  Kranichsteiner
Strasse 21, 06598 Frankfurt am Main, Germany (hereinafter the "Consultant").

     WHEREAS,  the Company desires to retain the Consultant to render consulting
services  in  connection  with  financial  and investor public relations and the
other  matters described herein in Germany 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
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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
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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
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will  render  advice  and  assistance  to  the  Company  on  public and investor
relations  related  matters  and  in  connection  therewith the Consultant shall
perform  and  render  the


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consulting services enumerated in Schedule A hereto.

ALL  DOCUMENTATION  CONCERNING  THE  COMPANY  PREPARED  BY  THE  CONSULTANT  IN
CONNECTION WITH HIS DUTIES AND OBLIGATIONS HEREUNDER, INCLUDING, BUT NOT LIMITED
TO,  DUE  DILIGENCE  REPORTS,  CORPORATE  PROFILE, FACT SHEETS, AND 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.     Time  of Essence.  The parties agree that time is of the essence and
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the  Consultant shall take all steps reasonably required to expedite the listing
of the Company's common stock, par value $0.01 per share ("Common Stock") on the
Frankfurt  and  Berlin  Stock  Exchanges.

     3.     Nonexclusive  Engagement;  Extent  of  Services.
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          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.

     4.     Confidentiality.  The  Consultant  will  not,  either  during  his
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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 his 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  his  representatives.

C.   OBLIGATIONS OF THE COMPANY

     1.     Compensation.
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          a.     Cash Retainer. For the period of one year beginning on the date
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hereof,  the  Company  will  pay  a monthly cash retainer of EUR 3,000.00 to the
Consultant  payable on the 1st day of each month commencing on November 1, 2004.

          b.     Issuance  of  Stock.  Subject  to  the  provisions  of  Section
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D.2(iv)  hereof,  the  Company shall issue to the Consultant or his designees an
aggregate  of  400,000  fully  paid  and non-assessable shares (the "Shares") of
Common Stock pursuant to the provisions of Section 4(2) of the Securities Act of
1933,  as  amended  (the  "Securities  Act").

     2.     Reimbursement  of  Expenses.  Consultant  shall  not  be entitled to
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reimbursement  for  any  costs  or expenses incurred on or for the behalf of the
Company  in  connection  with  the  performance  of  his  duties  hereunder.

D.   REPRESENTATIONS, WARRANTIES AND COVENANTS

     1.     Representations  and  Warranties of the Company.  The Company hereby
represents and warrants to the undersigned as follows:

               (i)     Corporate Organization; Etc.  The Company is a
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corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has full corporate power and authority to carry on
its business as it is now being conducted and to own the properties and assets
it now owns.

               (ii)     Authorization; Enforcement.  The Company has the
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requisite corporate power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry out its
obligations hereunder.  The execution and delivery of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of the Company.  This
Agreement when duly executed and delivered by the Company in accordance with the
terms hereof shall constitute the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.

               (iii)     No Violation.  Neither the execution and delivery of
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this Agreement nor the consummation of the transactions contemplated hereby will
violate any provision of the Articles of Incorporation or By-Laws of the Company
as currently in effect.


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               (iv)     Valid Issuance of the Shares.  The Shares being issued
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hereunder are validly issued and outstanding, fully paid and non-assessable, and
will not be subject to any pre-emptive or similar rights.

     2.     Representations,  Warranties  and  Covenants of the Consultant.  The
Consultant  hereby represents, warrants and covenants to the Company as follows:

               (i)     Authorization; Enforcement.  The Consultant has the
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requisite power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out his obligations
hereunder.  The execution and delivery of this Agreement by the Consultant and
the consummation by him of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Consultant.  This
Agreement when duly executed and delivered by the Consultant in accordance with
the terms hereof shall constitute the legal, valid and binding obligation of the
Consultant enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.

               (ii)     Transfer Restrictions.  The undersigned acknowledges and
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understands that the Shares constitute "restricted securities" under the
Securities Act and have not been registered under the Securities Act in reliance
upon a specific exemption therefrom.  In this connection, the undersigned
understands that subject to the restrictions on transfer and other
specifications set forth below.

                    (A)     The  Consultant  is acquiring the Shares for his own
account, for investment purposes only and not with a view toward their resale or
distribution.

                    (B)     The Consultant acknowledges and agrees that (i) the
Shares may be disposed of only 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 thereof and (ii) in
connection with any transfer of any Shares other than pursuant to an effective
registration statement, the Company may require the transferor thereof to
provide to the Company with an opinion of counsel selected by the transferor,
the form and substance of which opinion shall be reasonably satisfactory to the
Company, to the effect that such transfer does not require registration under
the Securities Act.

                    (C)     The Consultant agrees to the imprinting, so long as
is required by this Section D.2(ii), of a legend on the certificates evidencing
the Shares in


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substantially the following form:

     THESE  SECURITIES  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  AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
     THE  TRANSFEROR  TO  SUCH  EFFECT,  THE  SUBSTANCE  OF  WHICH SHALL BE
     REASONABLY  ACCEPTABLE  TO  THE  COMPANY.

                    (D)     The Consultant acknowledges and agrees with the
Company that the Company shall not be obligated to recognize or register any
transfer of Shares made by the undersigned in a transaction that does not comply
with the provisions of this Agreement and the undersigned hereby agrees to
indemnify and hold the Company, its officers, director, agents, affiliates and
each other person, if any, who controls the Company, within the meaning of
Section 15 of the Securities Act, and any other registered owner of the
securities of the Company, harmless from and against any and all damages,
losses, liabilities, costs and expenses (including all costs incurred in
prosecuting such rights and reasonable attorneys' fee), which it or they may
incur in investigating, preparing, or defending against any litigation commenced
or threatened, or any claim whatsoever, arising out of or based upon any
transfer of the Shares made by the undersigned that does not conform to the
requirements of this Agreement.

                    (E)     The Company and the Consultant have concurrently
entered into a Registration Rights Agreement, a copy of which is attached hereto
as Exhibit "A," covering the Shares.

E.   MISCELLANEOUS

     1.     Entire  Agreement.  This  Agreement  contains  the  entire agreement
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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.


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     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.

     3.     Governing  Law.  This  Agreement  has  been  made  in  and  shall be
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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
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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
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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
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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
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inserted for convenience only and shall not be deemed to constitute part of this
agreement or to affect the construction hereof.

     8.     Notices.  Any  and all notices or other communications or deliveries
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required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and effective on the earliest of (a) the date of transmission, if
such  notice or communication is delivered via facsimile at the facsimile number
specified  in  this  Section  prior  to  6:30  p.m.


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(New York City time) on a Business Day (as defined below), (b) the next Business
Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified in this Section on a day that is
not  a Business Day or later than 6:30 p.m. (New York City time) on any Business
Day,  (c)  the  Business  Day  following  the  date  of mailing, if sent by U.S.
nationally  recognized  overnight courier service, or (d) upon actual receipt by
the  party  to whom such notice is required to be given.  Any notice to be given
hereunder  shall  be given in writing.  For purposes of this Agreement, the term
"Business  Day"  shall  mean  any  day except Saturday, Sunday and any day which
shall  be  a federal legal holiday or a day on which banking institutions in the
State  of  Nevada are authorized or required by law or other governmental action
to  close.    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:    Second Stage Ventures, Inc.
                                        2 Park Plaza, Suite 450
                                        Irvine, California 92614
                                        Attn.:  Bruce H. Haglund
                                        Facsimile:  (949) 733-1188

               with a copy to:          Ruffa & Ruffa, P.C.
                                        150 East 58th Street, 33rd  Floor
                                        New York, NY  10155
                                        Attn.:  William P. Ruffa, Esq.
                                        Facsimile:  (212) 759-7696

          (b) If to the Consultant, to: DD Investment
                                        Kranichsteiner Str. 21
                                        06598 Frankfurt am Main
                                        Germany
                                        Facsimile:  49 69 6062 9641

or  such  other  address  as may be designated in writing hereafter, in the same
manner,  by  such  party.

     9.     Execution.  This  Agreement  may  be  executed  in  two  or  more
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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.


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

DERMISONICS,  INC.                           DD  INVESTMENT


By:                                          By:
     -------------------------                    -------------------------
     Bruce  H.  Haglund,                          Alexander  Holtermann,
     Chairman                                     President


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