CONSULTING AGREEMENT

     THIS  AGREEMENT  is entered into as of the 3rd day of Decemberber, 2004, by
and  between  DERMISONICS, INC., a Nevada corporation having its principal place
of  business  at  Four  Tower  Bridge,  200 Bar Harbor Drive, West Conshohocken,
Pennsylvania  19428-2977  (hereinafter  the  "Company"),  and  ADIL  SALEH,  an
individual  having an address at 1569 Topaz Court, Coquitlam, BC V3E 2Z9, Canada
("SALEH"),  in  accordance  with  the  following  terms  and  conditions:

                                    RECITALS:

     WHEREAS,  the  Company desires to engage SALEH as an independent contractor
and  to  retain  his  professional  consulting  services  with  respect  to  the
development of business of the Company upon the terms and conditions hereinafter
set  forth;  and

     WHEREAS,  SALEH desires to provide such consulting services to the Company;

     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 12 months, terminable by either
party  on 30 days' written notice.  This Agreement shall terminate automatically
upon  the  death  of  SALEH.

     1.2     If  the  Company  terminates  this Agreement prior to September 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, the
Company  shall  issue to SALEH a total of 150,000 common stock purchase warrants
(the  "Warrants") to purchase shares of the Company's common stock at a price of
$2.00  per  share,  expiring  on September 30, 2007, a copy of which is attached
hereto  and  incorporated herein by this reference as Exhibit "A."  The Warrants
shall  vest and be exercisable in accordance with the following schedule: 50,000
Warrants  shall vest on March 31, 2005, an additional 50,000 Warrants shall vest
on  June 30, 2005, and the remaining 50,000 Warrants shall vest on September 30,
2006.  If the Company terminates this Agreement prior to September 30, 2006, all
of  the  unvested Warrants shall immediately become vested.  If SALEH terminates
this  Agreement prior September 30, 2005, any unvested Warrants shall be forfeit
by  him  and  be  canceled.


                                Page 1 of Three
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     2.2     SALEH  shall  devote  such  productive business time to perform the
tasks relating to the development of the Company as are outlined in Exhibit "B,"
a copy of which is attached hereto and incorporated herein by this reference and
which  may  be  updated  from  time  to  time  by  the  parties.  SALEH shall be
responsible  for  giving his best efforts in the performance of the services set
forth  in Exhibit "B," but shall determine the timing, method, detail, and means
for the performance of such services. SALEH may represent, perform services for,
and  be  employed  by  such  other  clients  as  SALEH sees fit so long as SALEH
performs  such  services  contemplated  in Exhibit "B" and so long as such other
clients  are  not  engaged  in  businesses  in  competition  with  the  Company.

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

3.   COVENANT  NOT  TO  COMPETE.

     During this Agreement, SALEH shall not, without the express written consent
of  the  Company,  engage in any activity competitive with and/or adverse to the
Company'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,  SALEH  may  make  passive
investments  in  companies  which  might  be  in  a competitive business or have
competitive  business  practices  with  that  of  the  Company.

4.   NON-TRANSFERABILITY.

     The  performance of services under this Agreement shall not be transferable
or  assignable by SALEH without the prior written consent of the Company, 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.


                                Page 2 of Three
<PAGE>
7.   ENTIRE  AGREEMENT.

     This  Agreement supersedes any and all Agreements, whether oral or written,
between  the  parties  hereto,  with  respect  to the engagement of SALEH by the
Company 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.

     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.

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


-----------------------------------
ADIL  SALEH



                                Page 3 of Three
<PAGE>
                                   EXHIBIT "A"

                              CONSULTING AGREEMENT


                             TASKS TO BE PERFORMED:

Provide  consultation  concerning organization and structure, business strategy,
product  development,  and  product  distribution.



AGREED  AND  ACCEPTED:


-----------------------------------
ADIL  SALEH

Date:  December  3,  2004



DERMISONICS,  INC.


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

Date:  December 3, 2004


                                Page 4 of Three
<PAGE>