EXHIBIT "A"

                              CONSULTING AGREEMENT

     THIS  AGREEMENT is entered into as of the 3rd day of December, 2004, by and
between  DERMISONICS,  INC.,  a  Nevada  corporation  ("DERMISONICS"  or  the
"Company"),  Four  Tower  Bridge,  200  Bar  Harbor  Drive,  West  Conshohocken,
Pennsylvania  19428-2977,  and  GARY  SCOTT,  an  individual  whose  address  is
Schumannstrasse  1,  81679  Munich,  Germany  ("SCOTT"),  in accordance with the
following  terms  and  conditions:

                                    RECITALS:

     WHEREAS,  DERMISONICS  desires to engage SCOTT as an independent contractor
and  to retain his professional consulting services with respect to organization
and structure, business strategy, product development, and product distribution,
at  the  request  and  under  the  direction  of  the Chief Executive Officer of
DERMISONICS,  upon  the  terms  and  conditions  hereinafter  set  forth;  and

     WHEREAS,  DERMISONICS  desires  to  appoint  SCOTT  as  the  Chairman  of
DERMISONICS'  Business  Advisory  Council;  and

     WHEREAS, SCOTT desires to provide consulting services to DERMISONICS as are
outlined in the foregoing recitals, as agreed to from time to time, and to serve
as the Chairman of DERMISONICS' Business Advisory Council;

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

1.   TERM.

     1.1  The  term  of  this Agreement shall be 36 months, terminable by either
party  on  30 days' written notice. This Agreement shall terminate automatically
upon  the  death  of  SCOTT.

     1.2 If DERMISONICS terminates this Agreement prior to June 30, 2005, all of
the  common  stock  purchase  warrants  referred  to  in  Section  2 below shall
immediately  become  exercisable.

2.   COMPENSATION; COMMITMENT OF TIME AND EFFORT; INDEPENDENT CONTRACTOR.

     2.1  In  return  for  the  consulting  services  to  be provided hereunder,
DERMISONICS  shall  issue  to  SCOTT  a total of 2,300,000 common stock purchase
warrants  (the "Warrants") to purchase shares of the Company's common stock at a


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price of $2.00 per share, expiring on December 31, 2007. The Warrants shall vest
and  be  exercisable in accordance with the following schedule: 575,000 Warrants
shall  be  vested  immediately,  an  additional  575,000  Warrants shall vest on
December  31, 2004, an additional 575,000 Warrants shall vest on March 31, 2005,
and  the  remaining 575,000 Warrants shall vest on June 30, 2005. If DERMISONICS
terminates  this  Agreement prior to June 30, 2005, all of the unvested Warrants
shall  immediately  become vested. If SCOTT terminates this Agreement prior June
30,  2005,  any  unvested  Warrants shall be forfeit by him and be canceled. The
Warrants,  when  vested, shall be transferable to third parties; however, in the
event of SCOTT's death prior to the vesting of all of the Warrants, all unvested
Warrants  shall  be  exercisable  by  his  estate.

     2.2  Further,  in  return  for  the  consulting  services  to  be  provided
hereunder,  DERMISONICS  shall  pay  to  SCOTT  a non-refundable retainer fee of
$60,000.00  due  and  payable  $30,000.00 at such time as DERMISONICS has raised
$750,000  in  new  capital  after the date hereof and $30,000.00 at such time as
DERMISONICS  raised a total of $1,000,000 in new capital after the date hererof.
If  DERMISONICS  terminates  this  Agreement  prior to June 30, 2005, all of the
unpaid  balance  of the retainer fee referred to herein shall be immediately due
and  payable  to  SCOTT.

     2.3  SCOTT  shall devote such productive business time to perform the tasks
relating  to the Business Advisory Council, organization and structure, business
strategy,  product  development,  and product distribution of DERMISONICS as are
agreed  to  from  time  to  time  by the parties. SCOTT shall be responsible for
giving  his best efforts in the performance of the services, but shall determine
the  timing,  method,  detail,  and  means for the performance of such services.
SCOTT may represent, perform services for, and be employed by such other clients
as  SCOTT  sees  fit so long as SCOTT performs such services as agreed to and so
long  as  such  other  clients are not engaged in businesses in competition with
DERMISONICS.

     2.4 SCOTT shall be responsible for the payment of all taxes as are required
with  respect to consulting fees for services paid by DERMISONICS to SCOTT as an
independent  contractor.

     2.5  SCOTT  agrees  to  prepare  a  budget for his estimated expenses to be
submitted  to  DERMISONICS from time to time for written approval by DERMISONICS
of  such  expenses  prior to SCOTT incurring them. SCOTT shall be reimbursed for
all  reasonable  expenses  incurred  by  SCOTT in connection with SCOTT's duties
hereunder  upon  presentation  by  SCOTT to DERMISONICS of an expense report and
adequate  records  or  other  documentation substantiating the expenditures, not
less  frequently  than monthly. Any such amounts incurred but not approved shall
be SCOTT's responsibility. The fact that DERMISONICS may not reimburse SCOTT for
an  expense is not an indication that the expense was not incurred on its behalf
or  in  connection  with  DERMISONICS'  business.

3.   COVENANT NOT TO COMPETE.


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     During this Agreement, SCOTT shall not, without the express written consent
of  DERMISONICS,  engage  in  any  activity  competitive  with and/or adverse to
DERMISONICS's (whether alone, as a partner, or as an officer, director, employee
or  shareholder of any other corporation, or a trustee or fiduciary or any other
representative of any other entity). However, SCOTT may make passive investments
in  companies  which  might  be  in  a  competitive business or have competitive
business  practices  with  that  of  DERMISONICS.


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4.   NON-TRANSFERABILITY.

     The  performance of services under this Agreement shall not be transferable
or  assignable by SCOTT without the prior written consent of DERMISONICS, at its
sole  discretion.

5.   NOTICES.

     All  notices,  requests,  demands  and other communications provided for by
this  Agreement  shall be in writing and (unless otherwise specifically provided
herein) shall be deemed to have been given at the time when mailed by commercial
express  mail service (e.g. FedEx, UPS, or DHL), addressed as stated above or to
such changed address as such party may have fixed by notice.

6.   PARTIAL INVALIDITY.

     If  any  provision  in  this  Agreement  is  held  by  a court of competent
jurisdiction  to  be  invalid,  void,  or unenforceable the remaining provisions
shall  nevertheless  continue in full force and effect without being impaired or
invalidated  in  any  way.

7.   ENTIRE AGREEMENT.

     This  Agreement supersedes any and all Agreements, whether oral or written,
between  the  parties  hereto,  with  respect  to  the  engagement  of  SCOTT by
DERMISONICS  as  a  consultant  and contains all of the covenants and Agreements
between the parties with respect to the rendering of such services in any manner
whatsoever.  Each  party to this Agreement acknowledges that no representations,
inducements,  promises or agreements, orally or otherwise, have been made by any
party,  or  anyone acting on behalf of any party, which are not embodied herein,
and  that  no  other  agreement,  statement  or  promise  with  respect  to such
engagement  not  contained  in  this  Agreement  shall  be valid or binding. Any
modification  of  this  Agreement will be effective only if it is in writing and
signed  by  all  the  parties  hereto.

8.   ATTORNEYS' FEES.

     If any action in law or equity, including an action for declaratory relief,
is  brought  to  enforce  or  interpret  the  provisions  of this Agreement, the
prevailing  party  shall  be  entitled  to  reasonable  attorneys' and technical
consultants' fees and costs, which may be set by the court in the same action or
in  a  separate action brought for that purpose, in addition to any other relief
to  which  that  party  may  be  entitled.

9.   GOVERNING LAW.


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     This  Agreement  will  be  governed by and construed in accordance with the
laws of the State of Nevada, and venue for resolving any dispute concerning this
Agreement  will  be  exclusively  in  the County of Orange, State of California.


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10.  BINDING  NATURE.

     This  Agreement  shall  be  binding  upon  and  inure to the benefit of the
parties  hereto  and  their  respective  representatives,  heirs, successors and
assigns.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  above  written.

DERMISONICS,  INC.


By:
   -------------------------------               -------------------------------
   Bruce H. Haglund, Chairman                    GARY M. SCOTT


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