EXHIBIT 10.1

                            SECURITY AGREEMENT


This Security Agreement, made as of the ___ day of October, 2002
is entered into by and between Laurus Master Fund, Ltd. ("Laurus") and
Science Dynamics Corporation, a Delaware company (the "Company") (the
"Agreement").

1.	To secure the payment of all Obligations (as hereafter
defined), the Company hereby grants to Laurus a continuing security
interest in all of the following property now owned or at any time
hereafter acquired by the Company, or in which the Company now has or
at any time in the future may acquire any right, title or interest
(the "Collateral"):  all accounts (the "Accounts"), inventory,
equipment, goods, documents, instruments (including, without
limitation, promissory notes), contract rights, general intangibles
(including, without limitation, payment intangibles), chattel paper,
supporting obligations, investment property, letter-of-credit rights,
trademarks and tradestyles in which the Company now has or hereafter
may acquire any right, title or interest, all proceeds and products
thereof (including, without limitation, proceeds of insurance) and all
additions, accessions and substitutions thereto or therefor.  Terms
used in this paragraph which are defined in the Uniform Commercial
Code as enacted and in effect from time to time in the State of New
York (the "Code") are used herein as so defined in the Code.

2.	The term "Obligations" as used herein shall mean and
include all debts, liabilities and obligations owing by the Company to
Laurus and all loans, advances, extensions of credit, endorsements,
guaranties, benefits and/or financial accommodations heretofore or
hereafter made, granted or extended by Laurus to the Company or which
Laurus has or will become obligated to make, grant or extend to us or
for the Company's account or any of its accounts and any and all
interest, charges and/or expenses heretofore or hereafter owing by the
Company to Laurus and any and all renewals or extensions of any of the
foregoing, no matter how or when arising, direct or indirect, absolute
or contingent, liquidated or unliquidated, and whether under any
present or future agreement or instruments between the Company, Laurus
and any or all subsidiaries or otherwise, including, without
limitation, all obligations owing by the Company to Laurus under the
Subscription Agreement of even date herewith and related Note in the
original principal amount of $66,667 (as amended, modified and
supplemented from time to time, the "Note").

3.	The Company hereby warrants and covenants to Laurus that:
(a) it is a corporation validly existing, in good standing and formed
under the laws of the State of Delaware and it will provide Laurus
thirty days prior written notice of any change in its state of
formation; (b) it is the lawful owner of the Collateral, and has the
sole right to grant a security interest therein and will defend the
Collateral against all claims and demands of all persons and entities;
(c) it will keep the Collateral free and clear of all attachments,
levies, taxes, liens, security interests and encumbrances of every
kind and nature; (d) it will not without Laurus' prior written
consent, sell, exchange or otherwise dispose of the Collateral or any
of the Company's rights therein or permit any lien or security
interest to attach to same; (e) it will allow Laurus and/or Laurus'
representatives free access to and the right of inspection of the
Company's premises where the books and records relating to the
Collateral are located; and (f) it hereby indemnifies and saves Laurus
harmless from all loss, costs, damage, liability and/or expense,
including reasonable attorneys' fees, that Laurus may sustain or incur
to enforce payment, performance or fulfillment of any of the
Obligations or in the enforcement of this Agreement or in the
prosecution or defense of any action or proceeding either against
Laurus or the Company concerning any matter growing out of or in
connection with this Agreement and/or any of the Obligations and/or
any of the Collateral.

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4.	Laurus agrees to terminate the security interest in the
Collateral upon the Company tendering the final payment in
satisfaction of the Obligations.  Laurus agrees to join with the
Company in executing termination statements and other instruments
pursuant to the Code in form satisfactory to the Company and in
executing such other documents or instruments as may be required or
deemed necessary by the Company for purposes of terminating the
security interest in the Collateral.  Furthermore, in the event that
the Company enters into a bona fide sale of certain of its assets, so
long as no Event of Default has occurred and is continuing,
following agreement between Laurus and the Company negotiating in good
faith as to which portion of the proceeds shall be remitted to Laurus
to cover the Obligations, Laurus will agree to release its security
interest in such assets to be sold.

5.	The Company shall be in default under this Agreement upon
the happening of any of the following events or conditions (each, a
"Default"):  (a) it shall fail to pay when due or punctually perform
any of the Obligations; (b) any covenant, warranty, representation or
statement made or furnished to Laurus by the Company or on its behalf
was false in any material respect when made or furnished and such
failure shall have a material adverse effect on the Company; (c) it
shall fail to comply with any term or provision set forth in this
Agreement and such failure (to the extent not covered by any other
clause of this Section 4) shall remain uncured for a period of two (2)
business days after the date on which Laurus notified the Company of
such failure; and (d) a default shall occur under the Note.

6.	Upon the occurrence of any Default and at any time
thereafter, Laurus may declare all Obligations immediately due and
payable and Laurus shall have the remedies of a secured party provided
in the Code, this Agreement and other applicable law.  Upon the
occurrence of any Default and at any time thereafter, Laurus will have
the right to take possession of the Collateral and to maintain such
possession on our premises or to remove the Collateral or any part
thereof to such other premises as you may desire, including, without
limitation, the right to contact account debtors liable in respect of
the Accounts for the purpose of engaging in collection activities with
respect thereto.  Upon Laurus' request, the Company shall assemble the
Collateral and make it available to Laurus at a place designated by
Laurus.  If any notification of intended disposition of any Collateral
is required by law, such notification, if mailed, shall be deemed
properly and reasonably given if mailed at least ten business days
before such disposition, postage prepaid, addressed to us either at
our address shown herein or at any address appearing on Laurus'
records for the Company.  Any proceeds of any disposition of any of
the Collateral shall be applied by Laurus to the payment of all
expenses in connection with the sale of the Collateral, including
reasonable attorneys' fees and other legal expenses and disbursements
and the reasonable expense of retaking, holding, preparing for sale,
selling, and the like, and any balance of such proceeds may be applied
by Laurus toward the payment of the Obligations in such order of
application as Laurus may elect, and the Company shall be liable for
any deficiency.

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7.	If the Company defaults in the performance or fulfillment
of any of the terms, conditions, promises, covenants, provisions or
warranties on our part to be performed or fulfilled under or pursuant
to this Agreement, Laurus may, at its sole option without waiving its
right to enforce this Agreement according to its terms, immediately or
at any time thereafter and without notice to the Company, perform or
fulfill the same or cause the performance or fulfillment of the same
for the Company's account and at its sole cost and expense, and the
cost and expense thereof (including reasonable attorneys' fees) shall
be added to the Obligations and shall be payable on demand with
interest thereon at the highest rate permitted by law.

8.	The Company appoints Laurus, any of its officers, employees
or any other person or entity whom Laurus may designate as the
Company's attorney, with power to execute such documents in its behalf
and to supply any omitted information and correct patent errors in any
documents executed by the Company or on its behalf; to file financing
statements against the Company covering the Collateral; to sign the
Company's name on public records; and to do all other things Laurus
deem necessary to carry out this Agreement.  The Company hereby
ratifies and approves all acts of the attorney and neither Laurus nor
the attorney will be liable for any acts of commission or omission,
nor for any error of judgment or mistake of fact or law.  This power
being coupled with an interest, is irrevocable so long as any
Obligations remains unpaid.

9.	No delay or failure on Laurus' part in exercising any
right, privilege or option hereunder shall operate as a waiver of such
or of any other right, privilege, remedy or option, and no waiver
whatever shall be valid unless in writing, signed by Laurus and then
only to the extent therein set forth, and no waiver by Laurus of any
default shall operate as a waiver of any other default or of the same
default on a future occasion.  Laurus' books and records containing
entries with respect to the Obligations shall be admissible in
evidence in any action or proceeding, shall be binding upon the
Company for the purpose of establishing the items therein set forth
and shall constitute prima facie proof thereof.  Laurus shall have the
right to enforce any one or more of the remedies available to Laurus,
successively, alternately or concurrently.  The Company agrees to join
with Laurus in executing financing statements or other instruments
pursuant to the Code in form satisfactory to Laurus and in executing
such other documents or instruments as may be required or deemed
necessary by Laurus for purposes of affecting or continuing Laurus'
security interest in the Collateral.

10.	This Agreement shall be governed by and construed in
accordance with the laws of the State of New York and cannot be
terminated orally.  All of the rights, remedies, options, privileges
and elections given to Laurus hereunder shall enure to the benefit of
its successors and assigns.  The term "Laurus" as herein used shall
include Laurus, any parent of Laurus, any of Laurus' subsidiaries and
any co-subsidiaries of its parent, whether now existing or hereafter
created or acquired, and all of the terms, conditions, promises,
covenants, provisions and warranties of this Agreement shall enure to
the benefit of and shall bind the representatives, successors and
assigns of each of the Company and them.  Laurus and the Company
hereby (a) waive any and all right to trial by jury in litigation
relating to this Agreement and the Company agrees not to assert any
counterclaim in such litigation, (b) submit to the nonexclusive
jurisdiction of the state and federal courts located in the State of
New York and (c) waive any objection Laurus or the Company may have as
to the bringing or maintaining of such action with any such court.

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11.	All notices and other communications hereunder shall be
deemed given three (3) business days after delivered or deposited in
the mails, first class postage prepaid (provided, however, that
notices given by telegram, telex or telefax shall be deemed given when
dispatched by telegram, telex or telefax, as the case may be) and if
to (a) the Company addressed as set forth beneath the Company's name
on the signature page unless the Company shall give notice in writing
of a different address or telefax number in the manner provided
herein, and (b) Laurus, at the address set forth for Laurus on the
last page of this Agreement unless Laurus shall give the Company
notice in writing of a different address.

12.	No amendment, modification, termination, or waiver of any
provision of this Agreement shall be effective unless the same shall
be in writing and signed by Laurus, and then such waiver or consent
shall be effective only in the specific instance and for the specific
purpose for which given.

13.	No course of dealing between Laurus and the Company, nor
any failure or delay on Laurus' part in exercising any right, power,
or remedy under this Agreement shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right, power, or
remedy preclude any other or further exercise thereof or the exercise
of any other right, power, or remedy under this Agreement.  The rights
and remedies provided in this Agreement and the Note are cumulative,
and are not exclusive of any other rights, powers, privileges, or
remedies, now or hereafter existing, at law or in equity or otherwise.
The Company hereby waives in favor of Laurus all suretyship defenses
and waives notice of (a) acceptance hereof and of all notices and
demands of any kind to which the Company may be entitled and (b)
presentment to or demand of payment from anyone whomsoever liable upon
the Accounts or the Obligations, protest, notices of presentment, non-
payment or protest and notice of any sale of the Collateral or any
default of any sort.  The Company further waives all of the Company's
rights of subrogation, reimbursement, indemnity, exoneration,
contribution or any other claim which any of the Company or Laurus may
now or hereafter have against any party liable for the Obligations.

14.	Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any
other jurisdiction.  In no event shall any payments hereunder (if
deemed interest under applicable law or regulation) exceed the maximum
rate permitted under applicable law or regulation.  If any provision
of this Agreement is in contravention of any such law or regulation,
then such provision shall be deemed amended to provide for interest at
said maximum rate and any excess amount shall be applied to the
Obligations in such order as Laurus shall elect.


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<PAGE>


                         SCIENCE DYNAMICS CORPORATION


                         By: /s/ Alan C. Bashforth
                            ---------------------------
                         Name:    Alan C. Bashforth
                         Title:   CEO/President
                         Address: 2059 Springdale Rd
                                  Cherry Hill, NJ 08003




                         LAURUS MASTER FUND, LTD.


                         By:_________________________
                         Name:
                         Title:


                         Address:  c/o Ironshore Corporate Services, Ltd.
                         P.O. Box 1234 G.T.
                         Queensgate House
                         South Church Street
                         Grand Cayman, Cayman Islands






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                     [Security Agreement Signature Page]