EXHIBIT A


THE  SECURITIES  REPRESENTED  HEREBY  MAY NOT BE  TRANSFERRED  UNLESS  (I)  SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED,  (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K),  OR (III)
THE COMPANY HAS  RECEIVED AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO IT
THAT  SUCH  TRANSFER  MAY  LAWFULLY  BE  MADE  WITHOUT  REGISTRATION  UNDER  THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON __________,
2011 (the "EXPIRATION DATE").


                          SCIENCE DYNAMICS CORPORATION

                    WARRANT TO PURCHASE __________ SHARES OF
                     COMMON STOCK, PAR VALUE $.01 PER SHARE

         For   VALUE   RECEIVED,   _____________________________________________
("WARRANTHOLDER"),  is entitled to purchase,  subject to the  provisions of this
Warrant,  from  Science  Dynamics  Corporation,   a  Delaware  corporation  (the
"COMPANY"),  at any time not later than 5:00 P.M., Eastern Standard Time, on the
Expiration  Date (as defined  above),  at an  exercise  price per share equal to
Twelve Cents  ($0.12)  (the  exercise  price in effect  being herein  called the
"WARRANT PRICE"), ________________________________ (__________) shares ("WARRANT
SHARES")  of the  Company's  common  stock,  par value  $.01 per share  ("COMMON
STOCK").  The number of Warrant Shares purchasable upon exercise of this Warrant
and the  Warrant  Price  shall be  subject  to  adjustment  from time to time as
described herein.

         Section 1.  Registration.  The  Company  shall  maintain  books for the
transfer  and  registration  of the Warrant.  Upon the initial  issuance of this
Warrant,  the Company  shall issue and  register  the Warrant in the name of the
Warrantholder.

         Section  2.  Transfers.   As  provided  herein,  this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933,  as amended  (the  "SECURITIES  ACT"),  or an  exemption  from such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion of its counsel to the effect  that such  transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance  with the terms  hereof,  and a new Warrant
shall be issued to the transferee and the surrendered  Warrant shall be canceled
by the Company.

<PAGE>

         Section 3. Exercise of Warrant.  Subject to the provisions  hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed  Warrant  exercise  form attached  hereto as Appendix A (the  "EXERCISE
AGREEMENT") and payment by cash, certified check or wire transfer of immediately
available  funds for the  aggregate  Warrant  Price for that  number of  Warrant
Shares then being purchased,  to the Company during normal business hours on any
business day at the Company's  principal executive offices (or such other office
or agency of the Company as it may  designate  by notice to the  Warrantholder).
The  Warrant  Shares  so  purchased   shall  be  deemed  to  be  issued  to  the
Warrantholder  or the  Warrantholder's  designee,  as the  record  owner of such
shares, as of the close of business on the date on which this Warrant shall have
been surrendered (or evidence of loss, theft or destruction thereof and security
or indemnity  satisfactory  to the  Company),  the Warrant Price shall have been
paid  and  the  completed   Exercise   Agreement   shall  have  been  delivered.
Certificates  for the Warrant  Shares so purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered to the
Warrantholder  within a reasonable  time, not exceeding three (3) business days,
after this Warrant shall have been so exercised.  The  certificates so delivered
shall be in such  denominations  as may be  requested by the  Warrantholder  and
shall be registered in the name of the Warrantholder or such other name as shall
be designated by the  Warrantholder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at  the  time  of  delivery  of  such  certificates,  deliver  to  the
Warrantholder  a new Warrant  representing  the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "BUSINESS
DAY" means a day,  other than a Saturday  or Sunday,  on which banks in New York
City are open for the general  transaction  of business.  Each  exercise  hereof
shall   constitute   the   re-affirmation   by  the   Warrantholder   that   the
representations  and  warranties  contained  in Article  II of the  Subscription
Agreement (the  "SUBSCRIPTION  AGREEMENT")  dated  __________,  2006 between the
Company and the Subscriber thereto are true and correct in all material respects
with respect to the Warrantholder as of the time of such exercise.

         Section  4.  Compliance  with the  Securities  Act of 1933.  Except  as
provided  in the  Subscription  Agreement,  the Company may cause the legend set
forth on the  first  page of this  Warrant  to be set forth on each  Warrant  or
similar legend on any security issued or issuable upon exercise of this Warrant,
unless  counsel for the Company is of the opinion as to any such  security  that
such legend is unnecessary.

         Section 5. Payment of Taxes. The Company will pay any documentary stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.

                                      -2-
<PAGE>

         Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

         Section 7. Reservation of Common Stock.  The Company hereby  represents
and  warrants  that  there  have been  reserved,  and the  Company  shall at all
applicable  times keep reserved until issued (if necessary) as  contemplated  by
this  Section 7, out of the  authorized  and  unissued  shares of Common  Stock,
sufficient  shares  to  provide  for the  exercise  of the  rights  of  purchase
represented  by this Warrant.  The Company agrees that all Warrant Shares issued
upon due  exercise  of the  Warrant  shall  be, at the time of  delivery  of the
certificates  for such Warrant Shares,  duly authorized,  validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         Section 8. Adjustments.  Subject and pursuant to the provisions of this
Section 8, unless waived in a particular case by the Warrantholder,  the Warrant
Price and number of Warrant  Shares  subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter.

                  (a) If the  Company  shall,  at any time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution on its
Common Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of
Common Stock into a greater number of shares or combine its  outstanding  shares
of Common Stock into a smaller number of shares or issue by  reclassification of
its  outstanding  shares  of  Common  Stock  any  shares  of its  capital  stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing  corporation),  then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect  immediately  prior to the date  upon  which  such  change  shall  become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising  the  Warrant  shall be  entitled  to receive the number of shares of
Common Stock or other capital stock which the Warrantholder  would have received
if the Warrant had been exercised  immediately  prior to such event upon payment
of a Warrant  Price that has been  adjusted to reflect a fair  allocation of the
economics of such event to the  Warrantholder.  Such  adjustments  shall be made
successively whenever any event listed above shall occur.

                  (b) If any  capital  reorganization,  reclassification  of the
capital  stock of the  Company,  consolidation  or  merger of the  Company  with
another corporation in which the Company is not the survivor,  or sale, transfer
or other  disposition  of all or  substantially  all of the Company's  assets to
another   corporation   shall  be  effected,   then,  as  a  condition  of  such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitation,  provision for adjustment of the Warrant Price) shall  thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation,  merger,  sale, transfer or
other  disposition  unless  prior to or  simultaneously  with  the  consummation
thereof the successor  corporation  (if other than the Company)  resulting  from
such  consolidation  or  merger,  or the  corporation  purchasing  or  otherwise
acquiring  such assets or other  appropriate  corporation or entity shall assume
the  obligation  to deliver  to the  Warrantholder,  at the last  address of the
Warrantholder  appearing  on the  books of the  Company,  such  shares of stock,
securities  or assets  as, in  accordance  with the  foregoing  provisions,  the
Warrantholder may be entitled to purchase,  and the other obligations under this
Warrant.  The  provisions  of  this  paragraph  (b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.


                                      -3-
<PAGE>

                  (c) In case  the  Company  shall  fix a  payment  date for the
making of a  distribution  to all holders of Common  Stock  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing  corporation)  of evidences of  indebtedness or assets
(other than cash  dividends or cash  distributions  payable out of  consolidated
earnings or earned surplus or dividends or distributions  referred to in Section
8(a)),  or  subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant Price in
effect  immediately  prior to such payment date by a fraction,  the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market  Price (as defined  below) per share of Common  Stock  immediately
prior to such payment  date,  less the fair market value (as  determined  by the
Company's  Board of  Directors  in good  faith) of said assets or  evidences  of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding   multiplied  by  such  Market  Price  per  share  of  Common  Stock
immediately  prior to such payment date.  "MARKET PRICE" as of a particular date
(the "VALUATION DATE") shall mean the following: (a) if the Common Stock is then
listed on a national  stock  exchange,  the  closing  sale price of one share of
Common  Stock on such  exchange on the last  trading day prior to the  Valuation
Date;  (b) if the Common Stock is then quoted on The Nasdaq Stock  Market,  Inc.
("NASDAQ"),  the National  Association of Securities Dealers,  Inc. OTC Bulletin
Board (the  "BULLETIN  BOARD") or such  similar  exchange  or  association,  the
closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or
such  other  exchange  or  association  on the  last  trading  day  prior to the
Valuation  Date or, if no such closing sale price is  available,  the average of
the high bid and the low asked  price  quoted  thereon on the last  trading  day
prior to the Valuation  Date; or (c) if the Common Stock is not then listed on a
national  stock  exchange or quoted on Nasdaq,  the Bulletin Board or such other
exchange or  association,  the fair market value of one share of Common Stock as
of the  Valuation  Date,  shall be  determined  in good  faith  by the  Board of
Directors of the Company and the Warrantholder.  If the Common Stock is not then
listed on a  national  securities  exchange,  the  Bulletin  Board or such other
exchange or  association,  the Board of Directors of the Company  shall  respond
promptly,  in writing,  to an inquiry by the Warrantholder prior to the exercise
hereunder as to the fair market  value of a share of Common Stock as  determined
by the  Board of  Directors  of the  Company.  In the  event  that the  Board of
Directors of the Company and the Warrantholder are unable to agree upon the fair
market value in respect of subpart (c) hereof, the Company and the Warrantholder
shall  jointly  select an appraiser,  who is  experienced  in such matters.  The
decision of such appraiser shall be final and  conclusive,  and the cost of such
appraiser  shall be borne  equally by the  Company and the  Warrantholder.  Such
adjustment shall be made successively whenever such a payment date is fixed.


                                      -4-
<PAGE>

                  (d) An adjustment to the Warrant Price shall become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

                  (e) In the  event  that,  as a result  of an  adjustment  made
pursuant to this Section 8, the  Warrantholder  shall become entitled to receive
any shares of capital  stock of the Company  other than shares of Common  Stock,
the number of such other  shares so  receivable  upon  exercise of this  Warrant
shall be subject  thereafter to adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.

         Section 9.  Fractional  Interest.  The Company shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

         Section 10.  Benefits.  Nothing in this  Warrant  shall be construed to
give  any  person,   firm  or  corporation  (other  than  the  Company  and  the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         Section 11. Notices to  Warrantholder.  Upon the happening of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

         Section 12. Notices.  Unless otherwise provided, any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (a) if given by personal  delivery,
then such notice shall be deemed given upon such delivery, (b) if given by telex
or  facsimile,   then  such  notice  shall  be  deemed  given  upon  receipt  of
confirmation  of complete  transmittal,  (c) if given by mail,  then such notice
shall be deemed  given  upon the  earlier of (i)  receipt of such  notice by the
recipient or (ii) three days after such notice is deposited in first class mail,
postage prepaid, and (d) if given by an internationally recognized overnight air
courier,  then such notice shall be deemed given one business day after delivery
to  such  carrier.  All  notices  shall  be  addressed  as  follows:  if to  the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                                      -5-
<PAGE>

                  If to the Company:

                  Science Dynamics Corporation
                  7150 N. Park Drive, Suite 500
                  Pennsauken, New Jersey 08109
                  Attn: Chief Executive Officer
                  Facsimile: (___) ___-____

                  With a copy to (which shall not constitute notice):

                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, New York 10018
                  Attn:  Gregory Sichenzia, Esq.
                  Facsimile: (212) 930-9725

         Section 13. Registration Rights. The initial  Warrantholder is entitled
to the  benefit of certain  registration  rights  with  respect to the shares of
Common Stock  issuable  upon the exercise of this Warrant as provided in Article
IV of the Subscription Agreement.

         Section 14.  Successors.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder  shall bind and inure to the benefit of its
respective successors and assigns hereunder.

         Section 15.  Governing  Law;  Consent to  Jurisdiction;  Waiver of Jury
Trial.  This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of New York  located in New York County and  federal  courts
located  in New York  County,  New York for the  purpose  of any  suit,  action,
proceeding  or  judgment  relating  to or arising  out of this  Warrant  and the
transactions contemplated hereby. Service of process in connection with any such
suit,  action or proceeding  may be served on each party hereto  anywhere in the
world by the same methods as are  specified for the giving of notices under this
Warrant.  The Company and, by accepting this Warrant,  the  Warrantholder,  each
irrevocably  consents  to the  jurisdiction  of any such court in any such suit,
action or proceeding and to the laying of venue in such court.  The Company and,
by accepting  this  Warrant,  the  Warrantholder,  each  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient  forum.
EACH OF THE COMPANY AND, BY ITS  ACCEPTANCE  HEREOF,  THE  WARRANTHOLDER  HEREBY
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH  RESPECT TO
THIS WARRANT AND REPRESENTS  THAT COUNSEL HAS BEEN CONSULTED  SPECIFICALLY AS TO
THIS WAIVER.

                                      -6-
<PAGE>

         Section  16. No Rights as  Stockholder.  Prior to the  exercise of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

         Section 17. Amendment;  Waiver. Any term of this Warrant may be amended
or  waived  upon the  written  consent  of the  Company  and the  holder of this
Warrant.

         Section 18. Section Headings.  The section headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the ____ day of __________ 2006.

                                   SCIENCE DYNAMICS CORPORATION


                                   By:
                                       ----------------------------------------
                                   Name: Paul Burgess
                                   Title: Chief Executive Officer



                                      -7-
<PAGE>





                                   APPENDIX A
                          SCIENCE DYNAMICS CORPORATION
                              WARRANT EXERCISE FORM

To Science Dynamics Corporation:

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  ("WARRANT")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("WARRANT SHARES") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                           -------------------------------------
                           Name

                           -------------------------------------
                           -------------------------------------
                           Address

                           -------------------------------------
                           Federal Tax ID or Social Security No.


         and   delivered  by   (certified   mail  to  the  above   address,   or
(electronically  (provide  DWAC  Instructions:  ___________________),  or (other
(specify):                                                ______________________
_______________________________________________________________________),   and,
if the number of Warrant Shares shall not be all the Warrant Shares  purchasable
upon exercise of the Warrant,  that a new Warrant for the balance of the Warrant
Shares  purchasable  upon  exercise of this Warrant be registered in the name of
the undersigned  Warrantholder or the undersigned's  Assignee as below indicated
and delivered to the address stated below.

         By signing below, the undersigned  hereby  represents that he or she is
an  "ACCREDITED  INVESTOR"  as such term is defined in Rule 501 of  Regulation D
promulgated under the Securities Act and the undersigned further re-affirms that
the representations  and warranties  contained in Article II of the Subscription
Agreement (the  "SUBSCRIPTION  AGREEMENT")  dated  __________,  2006 between the
Company and the Subscriber thereto are true and correct in all material respects
with respect to the Warrantholder as of the time this exercise.

Dated: ___________________, _____

Note:  The  signature  must  correspond  with the name of the  Warrantholder  as
written on the first page of the Warrant in every particular, without alteration
or enlargement or any change whatever, unless the Warrant has been assigned.

                       Warrant Signature:
                                            ------------------------------------

                       Name (please print):
                                            ------------------------------------


                                            ------------------------------------
                                            ------------------------------------
                                            Address

                                            ------------------------------------
                                            Federal Identification or
                                            Social Security No.