Dermisonics, Inc
EXHIBIT 10.39
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>9
<FILENAME>doc8.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>
                          REGISTRATION RIGHTS AGREEMENT

          THIS  REGISTRATION  RIGHTS  AGREEMENT (this "Agreement") dated October
18,  2004,  is  made  by  and among DERMISONICS, INC., a Nevada corporation (the
"Company"), and ANANDA CAPITAL PARTNERS, INC. (the "Holder").

     Capitalized  terms  not  defined  herein shall have the meaning ascribed to
such  terms  in  the  Subscription  Agreement.

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  the  Company and the Holder are parties to a Consulting Agreement
dated  the  date hereof pursuant to which the Company has agreed to issue to the
Holder  100,000  shares  of  Common  Stock  (the  "Shares");  and

     WHEREAS,  the Holder and the Company hereby agree that this Agreement shall
govern the rights of the Holder to cause the Company to register the Shares, and
certain  other  matters  set  forth  herein.

     NOW, THEREFORE, THE PARTIES HERBY AGREE AS FOLLOWS:

1.   Certain  Definitions

     (a)     Definitions.  For  purposes  of this Agreement, the following terms
             -----------
shall  have  the  meaning  ascribed  to  them  below:

          The  terms  "Affiliate"  means,  with respect to any Person, any other
                       ---------
Person  that directly or indirectly controls or is controlled by or under common
control  with such Person.  For the purposes of this definition, "control," when
                                                                  -------
used  with  respect  to any Person, means the possession, direct or indirect, of
the  power  to  direct  or cause the direction of the management and policies of
such  Person, whether through the ownership of voting securities, by contract or
otherwise;  and  the  terms of "affiliated," "controlling" and "controlled" have
                                ----------    -----------       ----------
meanings  correlative  to  the  foregoing.

          "Business Day" means any day except Saturday, Sunday and any day which
           ------------
shall  be a legal holiday or a day on which banking institutions in the State of
Nevada  generally  are authorized or required by law or other government actions
to  close.

          "Common  Stock"  means the Common Stock of the Company, par value $.01
           -------------
per  share.

          "Effectiveness  Period"  means  a  date which is three years after the
           ---------------------
date that a Registration Statement is declared effective by the SEC.


                                     Page 1
<PAGE>
          "Exchange  Act" means the Securities Exchange Act of 1934, as amended.
           -------------

          "Filing  Date"  means  March  31,  2005.
           ------------

          "Holder" or "Holders" means the holder or holders, as the case may be,
           ------      -------
from time to time of Registrable Securities.

          "Indemnified  Party"  shall  have  the  meaning  set  forth in Section
           ------------------
2.05(c).

          "Indemnifying  Party"  shall  have  the  meaning  set forth in Section
           -------------------
2.05(c).

          "Losses"  shall  have  the  meaning  set  forth  in  Section  2.05(a).
           ------

          "Nevada  Courts"  shall  have  the  meaning set forth in Section 4.09.
           --------------

          "Person"  means  an  individual  or  corporation,  partnership, trust,
           ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint  stock company, government (or an agency or subdivision thereof)
or  other  entity  of  any  kind.

          "Proceeding" means an action, claim, suit, investigation or proceeding
           ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

          "Prospectus"  means  the  prospectus  included  in  the  Registration
           ----------
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities  Act),  as amended or supplemented by any prospectus supplement, with
respect  to  the  terms  of  the  offering  of  any  portion  of the Registrable
Securities  covered  by the Registration Statement, and all other amendments and
supplements  to  the  Prospectus,  including  post-effective amendments, and all
material  incorporated by reference or deemed to be incorporated by reference in
such  Prospectus.

          "Registrable  Securities"  means  the  Shares.
           -----------------------

          "Registration Statement" means the registration statement contemplated
           ----------------------
by  either  Section  2(a)  or  3(a),  including  the  Prospectus, amendments and
supplements  to  such  registration  statement or Prospectus, including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by  reference  or  deemed  to  be incorporated by reference in such registration
statement.

          "SEC"  means  the  United  States  Securities and Exchange Commission.
           ---

          "Securities  Act"  means  the  Securities  Act  of  1933,  as amended.
           ---------------


                                     Page 2
<PAGE>
     The  plural  of  any  defined term shall have a meaning correlative to such
defined  term.

2.   Piggyback  Registrations.

     (a)     If,  at  any  time, the Company proposes or is required to register
any of its equity securities under the Securities Act (other than a registration
statement  on Form S-8 or Form S-4, or their successors, or any other form for a
similar  limited purpose, or any registration statement covering only securities
proposed  to  be  issued  in  exchange  for  securities  or  assets  of  another
corporation),  whether  for  its  own  account  or the account of other security
holders,  the Company shall give prompt written notice of its intention to do so
to  each  of the Holders of Registrable Securities.  Upon the written request of
any Holder, made within 15 days following the receipt of any such written notice
(which  request  shall  specify  the  maximum  number  of Registrable Securities
intended  to  be  disposed  of  by  such  Holder  and  the  intended  method  of
distribution  thereof), the Company shall use, subject to Sections 2(b) and 2(d)
hereof,  its  best efforts to cause all such Registrable Securities, the Holders
of  which have so requested the registration thereof, to be registered under the
Securities  Act  (with  the securities which the Company at the time proposes to
register)  to permit the sale or other disposition by the Holders (in accordance
with  the intended method of distribution thereof) of the Registrable Securities
to  be  so  registered.  There  is no limitation on the number of such piggyback
registrations  pursuant to the preceding sentence which the Company is obligated
to  effect.

     (b)     Abandonment  or  Delay. If, at any time after giving written notice
of  its  intention  to register any equity securities and prior to the effective
date  of  the registration statement filed in connection with such registration,
the  Company  shall  determine  for  any  reason  not  to  register  or to delay
registration  of  such equity securities, the Company may, at its election, give
written  notice  of  such  determination to all Holders of record of Registrable
Securities  and  (i)  in  the  case of a determination not to register, shall be
relieved  of its obligation to register any Registrable Securities in connection
with  such  abandoned registration, without prejudice, however, to the rights of
Holders  under  Section 3, and (ii) in the case of a determination to delay such
registration  of  its  equity  securities,  shall  be  permitted  to  delay  the
registration  of such Registrable Securities for the same period as the delay in
registering  such  other  equity  securities.

     (c)     Holder's  Right  to  Withdraw.  Any  Holder shall have the right to
withdraw  its  request  for  inclusion  of  its  Registrable  Securities  in any
registration  statement  pursuant  to this Section 2 by giving written notice to
the Company of its request to withdraw; provided, however, that (i) such request
must  be  made  in  writing  prior  to  the  earlier  of  the  execution  of the
underwriting agreement or the execution of the custody agreement with respect to
such  registration  and  (ii)  such  withdrawal  shall be irrevocable and, after
making  such  withdrawal,  a  Holder  shall  no longer have any right


                                     Page 3
<PAGE>
to  include  Registrable  Securities  in  the  registration  as  to  which  such
withdrawal  was  made.

     (d)     Cutbacks.  If the managing underwriter of any underwritten offering
shall  inform the Company by letter of its belief that the number of Registrable
Securities requested to be included in a registration under this Section 2 would
materially adversely affect such offering, then the Company will include in such
registration,  first,  the  securities  being  sold  by  the  Company  in  such
registration,  and  second,  the  Registrable  Securities to be included in such
registration  to the extent of the number and type, if any, which the Company is
so  advised can be sold in (or during the time of) such offering, pro rata among
the  Holders requesting to participate in such offering pursuant to this Section
2  in accordance with the number of Registrable Shares held by, or issuable upon
exercise  of  Warrants  held by, each such Holder.  For purposes of this Section
2(d),  for  any  selling shareholder which is a holder of Registrable Securities
and  which  is  a partnership or corporation, the partners, retired partners and
shareholders  of  each  holder,  or  the  estates and family members of any such
partners  and  retired  partners  and  any  trusts for the benefit of any of the
foregoing  persons shall be deemed to be a single "selling shareholder", and any
pro-rata  reduction  with  respect  to such "selling shareholder" shall be based
upon  the  aggregate  amount of shares carrying registration rights owned by all
entities  and  individuals included in such "selling shareholder", as defined in
this  sentence.

     (e)     In  the  case  of  a  filing of a Registration Statement under this
Section  2,  the  Company  shall  use its best efforts to keep such Registration
Statement  continuously  effective  under  the  Securities  Act  during  the
Effectiveness Period; provided, however, that the Company shall not be deemed to
                      --------  -------
have  used  its best efforts to keep the Registration Statement effective during
the Effectiveness Period if it voluntarily takes any action that would result in
the  Holders  not  being able to sell the Registrable Securities covered by such
Registration  Statement  during  the Effectiveness Period, unless such action is
required  under  applicable  law  or  the  Company  has  filed  a post-effective
amendment  to  the  Registration  Statement  and  the  SEC  has  not declared it
effective.

3.   Mandatory  Registration.

     (a)     If  the  Company  has  not  undertaken  the  registration  of  all
Registrable  Securities  pursuant  to Section 2, above, then, on or prior to the
Filing  Date  the  Company  shall  prepare  and file with the SEC a Registration
Statement  covering  any  and  all  Registrable  Securities  not  covered  in  a
registration  statement filed pursuant to Section 2.  The Registration Statement
shall be on Form SB-2 (or, if, for any reason, the Company does not register the
resale  of  the  Registrable Securities on Form SB-2, the Registration Statement
shall  be  on  such  other  appropriate  form  in  accordance with the Rules and
Regulations  promulgated  under  the Securities Act).  The Company shall use its
best  efforts to cause the Registration Statement to be declared effective under
the  Securities


                                     Page 4
<PAGE>
Act  as  promptly  as  possible  after the filing thereof and shall use its best
efforts  to  keep  such  Registration Statement continuously effective under the
Securities  Act  during  the  Effectiveness  Period; provided, however, that the
                                                     --------  -------
Company  shall  not  be  deemed  to  have  used  its  best  efforts  to keep the
Registration  Statement  effective  during  the  Effectiveness  Period  if  it
voluntarily  takes any action that would result in the Holders not being able to
sell  the  Registrable  Securities covered by such Registration Statement during
the Effectiveness Period, unless such action is required under applicable law or
the  Company  has filed a post-effective amendment to the Registration Statement
and  the  SEC  has  not  declared  it  effective.

     (b)     Right  to  Postpone  or  Interrupt  the  Effective  Date  of  the
Registration  Statement.  The  Company will be entitled to postpone or interrupt
the  effective  date of the Registration Statement filed in connection with such
registration  (and  the  use of the prospectus contained therein) if the Company
determines,  in  its  best  judgment, after consultation with counsel, that such
Registration  Statement would require the premature announcement of any material
financing,  acquisition,  corporate  reorganization  or other material corporate
transaction  or  development  involving  the  Company  which,  in  the Company's
reasonable  determination,  would  be materially detrimental to the interests of
the  Company and all of its stockholders.  Any such postponement or interruption
will  be  for  a  minimum  period  reasonably  required  to avoid such premature
disclosure.  The  Company  promptly will give the Holders written notice of such
postponement  or  interruption.

4.     Obligations  of  the  Company.  Whenever required under this Agreement to
       -----------------------------
affect the registration of any Registrable Securities, the Company shall:

     (a)     Prepare  and  file  with  the SEC a Registration Statement (and any
additional  Registration  Statements  as  may  be  required)  and  cause  the
Registration  Statement  to  become  effective  and remain effective as provided
herein.

     (b)     (i) Prepare and file with the Commission such amendments, including
post-effective  amendments,  to  a Registration Statement as may be necessary to
keep  the  Registration  Statement  continuously  effective as to the applicable
Registrable  Securities  for  the  Effectiveness  Period; (ii) cause the related
Prospectus  to be amended or supplemented by any required Prospectus supplement,
and  as  so  supplemented  or  amended  to be filed pursuant to Rule 424 (or any
similar  provisions  then  in force) promulgated under the Securities Act; (iii)
respond  as  promptly  as practicable to any comments received from the SEC with
respect  to  the  Registration  Statement  or any amendment thereto and promptly
provide  the Special Counsel true and complete copies of all correspondence from
and  to the SEC relating to the Registration Statement; and (iv) comply with the
provisions  of  the  Securities  Act  and  the  Exchange Act with respect to the
disposition  of all Registrable Securities covered by the Registration Statement
during  the  applicable  period  in  accordance  with  the  intended  methods of


                                     Page 5
<PAGE>
disposition by the Holders thereof set forth in the Registration Statement as so
amended  or  in  such  Prospectus  as  so  supplemented.

     (c)     Notify  the  Holders immediately (and, in the case of (i)(A) below,
not  less  than five days prior to such filing): (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is
proposed  to be filed; (B) when the SEC comments in writing on such Registration
Statement  and  (C)  with  respect  to  the  Registration  Statement  or  any
post-effective  amendment,  when  the  same  has  become  effective; (ii) of any
request  by  the  SEC  or  any other Federal or state governmental authority for
amendments  or  supplements  to  the Registration Statement or Prospectus or for
additional  information;  (iii)  of  the  issuance  by the SEC of any stop order
suspending  the  effectiveness of the Registration Statement covering any or all
of  the  Registrable  Securities  or  the  initiation of any Proceeding for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the  suspension  of  the qualification or exemption from qualification of any of
the  Registrable  Securities  for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event  that makes any statement made in the Registration Statement or Prospectus
or  any  document incorporated or deemed to be incorporated therein by reference
untrue  in  any  material  respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus  or other documents so that, in the case of
the  Registration  Statement  or the Prospectus, as the case may be, it will not
contain  any  untrue  statement of a material fact or omit to state any material
fact  required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

     (d)     Use  its  best  efforts  to  avoid  the issuance of, or, if issued,
obtain  the  withdrawal  of  (i)  any  order  suspending  the effectiveness of a
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of  any  of  the  Registrable  Securities  for sale in any
jurisdiction,  at  the  earliest  practicable  moment.

     (e)     Upon  the  occurrence of any event contemplated by Section 4(c)(v),
as  promptly  as  practicable,  prepare  a  supplement or amendment, including a
post-effective  amendment,  to  a  Registration Statement or a supplement to the
related  Prospectus  or  any  document incorporated or deemed to be incorporated
therein  by  reference,  and  file  any  other  required  document  so  that, as
thereafter  delivered,  neither  the  Registration Statement nor such Prospectus
will  contain an untrue statement of a material fact or omit to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.

     (f)     Furnish  to  the  Holders  such  numbers of copies of a prospectus,
including  a  preliminary prospectus, in conformity with the requirements of the
Act,  and  such  other  documents  as  they  may  reasonably request in order to
facilitate  the  disposition  of  Registrable  Securities  owned  by  them.


                                     Page 6
<PAGE>
     (g)     Prior  to  any  public  offering of Registrable Securities, use its
best  efforts  to  register or qualify or cooperate with the selling Holders and
any  underwriters  in  connection  with  the  registration  or qualification (or
exemption  from  such  registration  or  qualification)  of  such  Registrable
Securities  for  offer  and  sale  under the securities or Blue Sky laws of such
jurisdictions  as  any  Holder  or underwriter requests in writing, to keep each
such registration or qualification (or exemption therefrom) effective during the
Effectiveness  Period  and  to  do any and all other acts or things necessary or
advisable  to  enable  the  disposition in such jurisdictions of the Registrable
Securities  covered  by  a  Registration  Statement; provided, however, that the
                                                     --------  -------
Company  shall  not  be  required  to  qualify  generally  to do business in any
jurisdiction  where it is not then so qualified or to take any action that would
subject  it  to  general service of process in any such jurisdiction where it is
not  then  so  subject  or  subject  the Company to any material tax in any such
jurisdiction  where  it  is  not  then  so  subject.

     (h)     In  the  event  of any underwritten public offering, enter into and
perform  its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering.  Each Holder participating
in such underwriting shall also enter into and perform its obligation under such
an  agreement.

     (i)     Notify  each  Holder  of  Registrable  Securities  covered  by such
registration  statement  at  any  time  when  a  prospectus  relating thereto is
required  to be delivered under the Securities Act of the happening of any event
as  a result of which the prospectus included in such registration statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances than
existing.

     (j)     Cause all such Registrable Securities registered pursuant hereunder
to  be  listed on each securities exchange on which similar securities issued by
the  Company  are  then  listed.

     (k)     Provide  a  transfer  agent  and  registrar  for  all  Registrable
Securities  registered  pursuant  hereunder  and  a  CUSIP  number  for all such
Registrable  Securities,  in each case not later than the effective date of such
registration.

     (l)     Cooperate  with  the  Holders  and  any  managing  underwriters  to
facilitate  the  timely  preparation  and  delivery of certificates representing
Registrable  Securities  to  be sold pursuant to a Registration Statement and to
enable such Registrable Securities to be in such denominations and registered in
such  names  as  any  such managing underwriters or Holders may request at least
three  Business  Days  prior  to  any  sale  of  Registrable  Securities.


                                     Page 7
<PAGE>
     (m)     Upon  the  occurrence of any event contemplated by Section 4(c)(v),
as  promptly  as  practicable,  prepare  a  supplement or amendment, including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus  or  any  document incorporated or deemed to be incorporated
therein  by  reference,  and  file  any  other  required  document  so  that, as
thereafter  delivered,  neither  the  Registration Statement nor such Prospectus
will  contain an untrue statement of a material fact or omit to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.

     (n)     In  the case of an Underwritten Offering, enter into such customary
agreements  on  terms  which  are customary in connection with such transactions
(including  an  underwriting  agreement  in  form,  scope  and  substance  as is
customary  in  Underwritten  Offerings)  and  take  all  such  other  actions in
connection  therewith  (including  those  reasonably  requested  by any managing
underwriters  and  the Holders of a majority of the Registrable Securities being
sold)  in  order  to  expedite or facilitate the disposition of such Registrable
Securities,  and  whether  or not an underwriting agreement is entered into, (i)
make  such  representations and warranties to such Holders and such underwriters
as  are  customarily  made  by  issuers  to  underwriters in underwritten public
offerings,  and  confirm the same if and when requested; (ii) obtain and deliver
copies thereof to each Holder and the managing underwriters, if any, of opinions
of  counsel  to the Company and updates thereof addressed to each selling Holder
and  each such underwriter, in form, scope and substance reasonably satisfactory
to  any  such  managing underwriters covering the matters customarily covered in
opinions  requested  in  Underwritten Offerings and such other matters as may be
reasonably  requested  by  underwriters;  (iii)  immediately  prior  to  the
effectiveness  of  the  Registration Statement or at the time of delivery of any
Registrable  Securities  sold  pursuant  thereto  (at  the  option  of  the
underwriters),  obtain  and  deliver  copies  to  the  Holders  and the managing
underwriters,  if  any,  of  "cold comfort" letters and updates thereof from the
independent  certified public accountants of the Company (and, if necessary, any
other  independent certified public accountants of any subsidiary of the Company
or  of  any  business acquired by the Company for which financial statements and
financial  data  is,  or  is  required  to  be,  included  in  the  Registration
Statement),  addressed  to  each  Person  and  in such form and substance as are
customary  in  connection  with  Underwritten Offerings; (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions and
procedures  no  less  favorable  to the selling Holders and the underwriters, if
any, than those set forth in Section 10 (or such other provisions and procedures
acceptable  to  the  managing underwriters, if any, and holders of a majority of
Registrable  Securities  participating  in  such  Underwritten Offering; and (v)
deliver  such  documents  and certificates as may be reasonably requested by the
Holders  of a majority of the Registrable Securities being sold and any managing
underwriters  to  evidence  the  continued  validity  of the representations and
warranties made pursuant to clause 4(l)(i) above and to evidence


                                     Page 8
<PAGE>
compliance with any customary conditions contained in the underwriting agreement
or  other  agreement  entered  into  by  the  Company.

     (o)     Comply  with  all  applicable  rules and regulations of the SEC and
make  generally  available to its security holders earning statements satisfying
the  provisions  of  Section  11(a) of the Securities Act and Rule 158 not later
than  45  days after the end of any 12-month period (or 90 days after the end of
any  12-month  period if such period is a fiscal year) (i) commencing at the end
of  any  fiscal quarter in which Registrable Securities are sold to underwriters
in  a firm commitment or best efforts Underwritten Offering and (ii) if not sold
to  underwriters  in  such an offering, commencing on the first day of the first
fiscal  quarter  of  the  Company  after  the effective date of the Registration
Statement,  which  statement  shall  cover said 12-month period, or such shorter
periods  as  is  consistent  with  the  requirements  of  Rule  158.

5.   Covenants  of  the  Holder.
     --------------------------

     (a)     It shall be a condition precedent to the obligations of the Company
to take any action pursuant to Section 2 or Section 3 hereof with respect to the
Registrable  Securities  of any selling Holder that such Holder shall furnish to
the  Company  such information regarding itself, the Registrable Securities held
by  it,  and  the  intended method of disposition of such securities as shall be
required  to  effect  the  registration of such Holder's Registrable Securities.

     (b)     Each  Holder  agrees  by  its  acquisition  of  such  Registrable
Securities  that  (i) it will not offer or sell any Registrable Securities under
the  Registration  Statement  until  it has received copies of the Prospectus as
then amended or supplemented as contemplated in Section 4(g) and notice from the
Company  that  such  Registration  Statement  and  any post-effective amendments
thereto  have  become  effective as contemplated by Section 4(b) and (c) it will
comply  with  the  prospectus  delivery  requirements  of  the Securities Act as
applicable  to it in connection with sales of Registrable Securities pursuant to
the  Registration  Statement.

     (c)     Each  Holder  agrees  by  its  acquisition  of  such  Registrable
Securities  that, upon receipt of a notice from the Company of the occurrence of
any  event  of  the  kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or
4(c)(v),  such Holder will forthwith discontinue disposition of such Registrable
Securities  until  such  Holder's  receipt  of  the  copies  of the supplemented
Prospectus  and/or  amended Registration Statement contemplated by Section 4(j),
or  until it is advised in writing (the "Advice") by the Company that the use of
                                         ------
the  applicable  Prospectus  may  be  resumed, and, in either case, has received
copies of any additional or supplemental filings that are incorporated or deemed
to  be  incorporated  by reference in such Prospectus or Registration Statement.

     (d)     Each  Holder  agrees  that  upon any sale of Registrable Securities
pursuant  to  the  Registration Statement that it shall so advise the Company of
such  sale  by


                                     Page 9
<PAGE>
delivering  to  the  Company a completed and executed copy of the Notice of Sale
Letter,  a  copy  of  which  is  attached  hereto  as  Exhibit  A.

     (e)     Each  Holder  agrees  that  for  so  long  as  it  owns Registrable
Securities, it will comply with the provisions of Section 9 of the Exchange Act,
and the rules promulgated thereunder, with respect to transactions involving the
Common  Stock.

     (f)     Each  Holder  agrees  that  for  so  long  as  it  owns Registrable
Securities,  it  will  comply  with  Regulation  M  under  the  Exchange Act, if
applicable

6.   Expenses  of  Registration.
     --------------------------

     (a)     Expenses  of  Mandatory  Registration.  All  expenses  other  than
             -------------------------------------
underwriting  discounts  and  commissions  incurred  in  connection  with
registrations,  filings  or  qualification  pursuant  to  Section  3,  including
(without  limitation) all registration, filing and qualification fees, printers;
and  accounting fees,; provided, however, that the Company shall not be required
to pay for any expenses of any registration proceeding begun pursuant to Section
3  if  the  registration request is subsequently withdrawn at the request of the
Holders  of  a majority of the Registrable Securities to be registered (in which
case  all  participating  holders  shall  bear  such  expenses).

     (b)     Expenses  of  Company Registration.  The Company shall bear and pay
             ----------------------------------
all  expenses  incurred  in  connection  with  any  registration,  filing  or
qualification  of  Registrable  Securities  with  respect  to  the registrations
pursuant  to  Section 2 for each Holder (which right may be assigned as provided
in  Section  11),  including  (without limitation) all registration, filing, and
qualification  fees,  printers  and  accounting  fees  relating or apportionable
thereto,  but  excluding  underwriting  discounts  and  commissions  relating to
Registrable  Securities.

7.     Underwriting  Requirements.  In connection with any offering involving an
       --------------------------
underwriting  of shares of the Company's capital stock, the Company shall not be
required  under  Section  2  to  include  any of the Holder's securities in such
underwriting  unless  they  accept  the terms of the underwriting as agreed upon
between  the  Company and the underwriter(s) selected by it (or by other persons
entitle  to  select  the  underwriters).

8.     Delay  of Registration.  No Holder shall have any right to obtain or seek
       ----------------------
an  injunction  restraining  or  otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or
implementation  of  this  Agreement.

9.     Reports  under  the Exchange Act.  With a view to making available to the
       --------------------------------
Holders the benefits of Rule 144 promulgated under the Act and any other rule or
regulation of


                                    Page 10
<PAGE>
the  SEC  that may at any time permit a Holder to sell securities of the Company
to  the  public  without registration or pursuant to a registration on Form S-3,
the  Company  agrees  to:

     (a)     make  and  keep  public  information  available, as those terms are
understood  and  defined  in  SEC Rule 144, at all times after 90 days after the
effective  date  of  the  Registration  Statement  filed  by the Company for the
offering  of  the  Registrable  Securities;

     (b)     file  with  the  SEC  in  a  timely  manner  all  reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

     (c)     furnish  to  any Holder, so long as the Holder owns any Registrable
Securities,  forthwith  upon request (i) a written statement by the Company that
it  has complied with the reporting requirements of SEC Rule 144, the Securities
Act  and  the  Exchange  Act  (at  any  time after it has become subject to such
reporting  requirements),  or that it qualifies as a registrant whose securities
may  be  resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a
copy of the most recent annual or quarterly report of the Company and such other
reports  and documents so filed by the Company, and (iii) such other information
as  may be reasonably requested in availing any Holder of any rule or regulation
of the SEC which permits the selling of any such securities without registration
or  pursuant  to  such  form.

10.   Indemnification
      ---------------

     (a)     Indemnification by the Company.  The Company shall, notwithstanding
             ------------------------------
any  termination of this Agreement, indemnify and hold harmless each Holder, the
officers,  directors, agents (including any underwriters retained by such Holder
in  connection  with  the  offer  and  sale of Registrable Securities), brokers,
investment  advisors and employees of each of them, each Person who controls any
such  Holder  (within the meaning of Section 15 of the Securities Act or Section
20  of  the  Exchange  Act) and the officers, directors, agents and employees of
each such controlling Person, to the fullest extent permitted by applicable law,
from  and against any and all losses, claims, damages, liabilities, settlements,
judgments,  costs  (including,  without  limitation,  costs  of  preparation and
reasonable  attorneys' fees) and expenses (collectively, "Losses"), as incurred,
                                                          ------
arising  out  of  or  relating  to  any  untrue or alleged untrue statement of a
material  fact  contained  in  the Registration Statement, any Prospectus or any
form  of  prospectus  or  in  any  amendment  or  supplement  thereto  or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission  of  a material fact required to be stated therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in  light of the circumstances under which they were made)
not  misleading,  except to the extent, but only to the extent, that such untrue
statements  or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by or on


                                    Page 11
<PAGE>
behalf  of  such  Holder  expressly  for use therein, or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of Registerable Securities and was reviewed and expressly approved
in  writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto.
The  Company  shall  notify  the  Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions  contemplated  by  this  Agreement.

     (b)     Indemnification  by  Holders.  Each Holder shall, severally and not
             ----------------------------
jointly,  indemnify  and  hold  harmless  the  Company, its directors, officers,
agents  and  employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees of such controlling Persons, to the
fullest  extent  permitted  by  applicable  law, from and against all Losses (as
determined  by a court of competent jurisdiction in a final judgment not subject
to  appeal  or  review)  arising  solely  out of or based solely upon any untrue
statement  of  a  material  fact  contained  in  the Registration Statement, any
Prospectus,  or any form of prospectus, or arising solely out of or based solely
upon  any omission of a material fact required to be stated therein or necessary
to  make  the  statements  therein not misleading to the extent, but only to the
extent,  that  such untrue statement or omission is contained in any information
so furnished in writing by such Holder to the Company specifically for inclusion
in  the  Registration  Statement  or  such Prospectus or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of  Registrable Securities and was reviewed and expressly approved
in  writing by such Holder expressly for use in the Registration Statement, such
Prospectus  or  such form of Prospectus.  In no event shall the liability of any
selling  Holder hereunder be greater in amount than the dollar amount of the net
proceeds  received  by  such  Holder upon the sale of the Registrable Securities
giving  rise  to  such  indemnification  obligation.

     (c)     Conduct  of Indemnification Proceedings. If any Proceeding shall be
             ---------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party promptly shall notify the Person
 ------------------
from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
                                        ------------------
Indemnifying Party shall assume the defense thereof, including the employment of
counsel  reasonably satisfactory to the Indemnified Party and the payment of all
fees  and  expenses  incurred in connection with defense thereof; provided, that
the  failure  of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except  (and  only) to the extent that it shall be finally determined by a court
of  competent  jurisdiction  (which  determination  is  not subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely  prejudiced  the  Indemnifying  Party.


                                    Page 12
<PAGE>
          An  Indemnified  Party shall have the right to employ separate counsel
in  any  such Proceeding and to participate in the defense thereof, but the fees
and  expenses  of such counsel shall be at the expense of such Indemnified Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees  and  expenses; or (2) the Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to such Indemnified Party in any such Proceeding; or (3) the named
parties  to  any  such Proceeding (including any impleaded parties) include both
such  Indemnified  Party  and the Indemnifying Party, and such Indemnified Party
shall  have  been  advised  by  counsel that a conflict of interest is likely to
exist  if  the  same  counsel  were  to represent such Indemnified Party and the
Indemnifying  Party  (in  which  case,  if  such  Indemnified Party notifies the
Indemnifying  Party  in writing that it elects to employ separate counsel at the
expense  of  the  Indemnifying  Party, the Indemnifying Party shall not have the
right  to assume the defense thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement  of  any  such Proceeding effected without its written consent, which
consent  shall  not  be  unreasonably  withheld.  No  Indemnifying  Party shall,
without  the  prior  written  consent  of  the  Indemnified  Party,  effect  any
settlement  of  any pending Proceeding in respect of which any Indemnified Party
is  a  party,  unless  such settlement includes an unconditional release of such
Indemnified  Party  from  all liability on claims that are the subject matter of
such  Proceeding.

          All  fees  and expenses of the Indemnified Party (including reasonable
fees  and  expenses  to  the extent incurred in connection with investigating or
preparing  to  defend  such  Proceeding  in  a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within 10 Business
Days  of written notice thereof to the Indemnifying Party (regardless of whether
it  is  ultimately  determined  that  an  Indemnified  Party  is not entitled to
indemnification  hereunder;  provided,  that  the Indemnifying Party may require
                             --------
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the  extent  it  is finally judicially determined that such Indemnified Party is
not  entitled  to  indemnification  hereunder).

     (d)     Contribution.  If  a  claim for indemnification under Section 10(a)
             ------------
or  10(b) is unavailable to an Indemnified Party because of a failure or refusal
of  a  governmental authority to enforce such indemnification in accordance with
its  terms  (by  reason  of  public policy or otherwise), then each Indemnifying
Party,  in  lieu of indemnifying such Indemnified Party, shall contribute to the
amount  paid or payable by such Indemnified Party as a result of such Losses, in
such  proportion  as  is  appropriate  to  reflect  the  relative  fault  of the
Indemnifying  Party  and  Indemnified  Party  in  connection  with  the actions,
statements  or  omissions  that  resulted  in  such  Losses as well as any other
relevant  equitable  considerations.  The  relative  fault  of such Indemnifying
Party  and  Indemnified  Party  shall be determined by reference to, among other
things,  whether  any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has  been  taken  or  made  by,  or


                                    Page 13
<PAGE>
relates  to  information  supplied  by,  such  Indemnifying Party or Indemnified
Party,  and  the  parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in Section 10(c), any reasonable attorneys'
or  other  reasonable fees or expenses incurred by such party in connection with
any  Proceeding  to  the  extent such party would have been indemnified for such
fees  or  expenses  if  the  indemnification  provided  for  in this Section was
available  to  such  party  in  accordance  with  its  terms.

          The  parties  hereto  agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  10(d)  were  determined  by  pro rata
                                                                        --- ----
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding  the  provisions of this Section 10(d), the Holders shall not be
required  to contribute, in the aggregate, any amount in excess of the amount by
which  the  proceeds  actually  received  by  the  Holder  from  the sale of the
Registrable  Securities  subject  to  the  Proceeding  exceeds the amount of any
damages  that  the Holders have otherwise been required to pay by reason of such
untrue  or  alleged untrue statement or omission or alleged omission.  No Person
guilty  of  fraudulent misrepresentation (within the meaning of Section 11(f) of
the  Securities  Act)  shall be entitled to contribution from any Person who was
not  guilty  of  such  fraudulent  misrepresentation.

          The  indemnity  and  contribution agreements contained in this Section
are  in  addition to any liability that the Indemnifying Parties may have to the
Indemnified  Parties.

     (e)     The  obligations  of the Company and the Holders under this Section
10  shall  survive the completion of any offering of Registrable Securities in a
registration  statement  under  this  Article  IV,  and  otherwise.

11.     Assignment  of  Registration  Rights.  The rights of a Holder hereunder,
        ------------------------------------
including  the  right  to  have  the  Company  register  for  resale Registrable
Securities  in  accordance  with  the  terms  of  this  Agreement,  shall  be
automatically  assignable by such Holder to any assignee or transferee of all or
a  portion  of  the  securities  referenced  in  the  definition  of Registrable
Securities  without  the  consent  of  the Company if: (i) such Holder agrees in
writing  with  the  transferee  or assignee to assign such rights, and a copy of
such  agreement  is furnished to the Company within a reasonable time after such
assignment  (but  in  no  event  less  than  10  days  prior  to the filing of a
Registration  Statement),  (ii)  the  Company is, within a reasonable time after
such  transfer  or  assignment  (but  in no event less than 10 days prior to the
filing  of  a  Registration Statement), furnished with written notice of (a) the
name  and  address  of  such transferee or assignee, and (b) the securities with
respect  to such registration rights are being transferred or assigned, (iii) at
or  before  the  time  the  Company  receives the written notice contemplated by
clause  (ii)  of this Section, the transferee or assignee agrees in writing with
the  Company  to  be  bound


                                    Page 14
<PAGE>
by  all  of  the provisions of this Agreement, and (iv) such transfer shall have
been  made  in  accordance  with  the  applicable  requirements  hereof  and the
Subscription  Agreement.  The  rights  to assignment shall apply to the Holders'
(and  to  subsequent)  successors  and  assigns.

12.     "Market Stand-Off" Agreement.  Each Holder hereby agrees that during the
        ----------------------------
period  of  duration specified by the Company and an underwriter of Common Stock
or  other  securities  of  the  Company,  following  the  effective  date  of  a
Registration Statement, it shall not, to the extent requested by the Company and
such  underwriter,  directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound)  any  securities of the Company held by it at any time during such period
except  Registrable Securities included in such registration; provided, however,
that  such  agreement  shall  be  applicable  only  during  the six-month period
following  the  effective  date  of  any  such  Registration  Statement.

          In  order  to  enforce  the foregoing covenant, the Company may impose
stop-transfer  instructions  with  respect to any securities of each Holder (and
the  shares  or  securities  of  every  other  person  subject  to the foregoing
restriction)  until  the  end  of  such  period.

          Notwithstanding  the  foregoing,  the  obligations  described  in this
Section 12 shall not apply to a registration relating solely to employee benefit
plans  on Form S-8 or similar forms which may be promulgated in the future, or a
registration relating solely to a Commission rule 145 transaction on Form S-4 or
similar  form  which  may  be  promulgated  in  the  future.

13.   Miscellaneous.
      -------------

     (a)     Aggregation of Stock.  All shares of Registrable Securities held or
             --------------------
acquired  by  persons  who  are  Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.

     (b)     Entire  Agreement;  Amendments.  This  Agreement, together with the
             ------------------------------
Exhibits  and Schedules hereto, contains the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters.

     (c)     Notices.  Any and all notices or other communications or deliveries
             -------
required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and effective on the earliest of (i) the date of transmission, if
such  notice  or  communication  is  delivered  via e-mail at the e-mail address
specified  in this Section prior to 4:30 p.m. (New York City time) on a Business
Day,  (ii)  the  Business  Day after the date of transmission, if such notice or
communication  is  delivered  via  facsimile  at


                                    Page 15
<PAGE>
the  facsimile  telephone  number specified in the Purchase Agreement later than
4:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York
City  time)  on such date, (iii) the Business Day following the date of mailing,
if  sent by nationally recognized overnight courier service, or (iv) upon actual
receipt  by  the  party to whom such notice is required to be given. The address
for  such  notices  and  communications  shall  be  as  follows:

     If to the Company:           DERMISONICS, INC.
                                  c/o Bruce H. Haglund
                                  2 Park Plaza, Suite 450
                                  Irvine, California 92614
                                  E-mail: bhaglund@ghp-law.com

     If to the Undersigned:       At the address or e-mail address set forth on
                                  the signature page

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

     (d)     Amendments;  Waivers.  No provision of this Agreement may be waived
             --------------------
or  amended  except in a written instrument signed, in the case of an amendment,
by  both  the  Company and the Holder; or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with  respect to any provision, condition or requirement of this Agreement shall
be  deemed  to  be  a  continuing  waiver in the future or a waiver of any other
provision,  condition  or requirement hereof, nor shall any delay or omission of
either  party  to exercise any right hereunder in any manner impair the exercise
of  any  such  right  accruing  to  it  thereafter.

     (e)     Headings.  The  headings  herein  are  for convenience only, do not
             --------
constitute  a  part of this Agreement and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

     (f)     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure  to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without  the prior written consent of the Holder.  Except as provided in Section
11,  the  Holder  may  not  assign  this  Agreement or any rights or obligations
hereunder.

     (g)     No  Third-Party  Beneficiaries.  This Agreement is intended for the
             ------------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns  and,  other  than with respect to permitted assignees under Section 11,
not  for  the benefit of, nor may any provision hereof be enforced by, any other
person.


                                    Page 16
<PAGE>
     (h)     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
and enforced in accordance with the internal laws of the State of Nevada without
regard  to  the  principles  of  conflicts  of  law  thereof.  Each party hereby
irrevocably  submits  to the non-exclusive jurisdiction of the state and federal
courts  sitting  in Clark County, Nevada (the "Courts"), for the adjudication of
any  dispute  hereunder  or  in  connection  herewith  or  with  any transaction
contemplated  hereby  or  discussed  herein,  and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  improper.  Each  party  hereby  irrevocably  waives personal
service of process and consents to process being served in any such suit, action
or  proceeding  by mailing a copy thereof to such party at the address in effect
for  notices  to  it  under  this  Agreement  and agrees that such service shall
constitute  good  and sufficient service of process and notice thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in  any  manner  permitted  by  law.

     (i)     Survival. The representations, warranties, agreements and covenants
             --------
contained in this Agreement shall survive the Closing.

     (j)     Severability.  In  case  any  one or more of the provisions of this
             ------------
Agreement  shall  be  invalid  or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in  any  way  be  affecting  or impaired thereby and the parties will attempt to
agree  upon  a  valid  and  enforceable  provision  which  shall be a reasonable
substitute  therefor,  and  upon  so agreeing, shall incorporate such substitute
provision  in  this  Agreement.

(The remainder of this page is intentionally blank. The signature page follows.)


                                    Page 17
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Registration Rights
Agreement  to  be  signed  on  the  date  first  set  forth  above.

THE COMPANY:

DERMISONICS, INC.


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


THE HOLDER:

ANANDA CAPITAL PARTNERS, INC.


By:
     ----------------------------------
     Miron Leshem, President

8018 Mizner Lane
Boca Raton Florida 33433

E-mail:  ananda1@adelphia.net


                                    Page 18
<PAGE>



                                    EXHIBIT A

                              NOTICE OF SALE LETTER



DERMISONICS, INC.





Ladies and Gentlemen:

     In  accordance  with  the  provisions  of  Section 5(d) of the Registration
Rights  Agreement  between DERMISONICS, INC. and the undersigned dated September
___,  2004,  the  undersigned  advises  you  that:

     On ______________,  the  undersigned  sold ________________________________
shares  of  Common  Stock  pursuant  to  the  Registration  Statement.

     I  understand  that  of the terms and provisions of the Registration Rights
Agreement  continue  to  be  applicable  in  connection  with the sale described
herein,

     Capitalized  terms  have  the  meaning ascribed to them in the Registration
Rights  Agreement.


                              Sincerely,



                              -----------------------------
                              (Signature)



                              -----------------------------
                              (Print  Name)


<PAGE>

</TEXT>
</DOCUMENT>
