SCIENCE DYNAMICS CORPORATION
                             SUBSCRIPTION AGREEMENT


         SUBSCRIPTION  AGREEMENT (this "AGREEMENT") made as of the last date set
forth on the signature  page hereof  between  Science  Dynamics  Corporation,  a
Delaware  corporation  with  offices  located at 7150 N. Park Drive,  Suite 500,
Pennsauken,   New  Jersey  08109  (the  "COMPANY"),  and  the  undersigned  (the
"SUBSCRIBER").

         WHEREAS,  pursuant to Section 4(2) of the  Securities  Act of 1933,  as
amended (the "SECURITIES ACT"), and Rule 506 promulgated thereunder, the Company
desires to sell up to  $2,000,000  of units (the  "UNITS") of the Company,  in a
private  placement  (the "PRIVATE  PLACEMENT")  on the terms and  conditions set
forth herein;

         WHEREAS,  each Unit  shall  have a  subscription  price of $6.00 and is
comprised  of: (i) one hundred  shares of the Company's  common stock,  $.01 par
value per share ("COMMON STOCK"), and (ii) a warrant to purchase fifty shares of
Common Stock with an exercise price of $0.12 per share, exercisable for a period
of five years,  in the form  attached  hereto as Exhibit A (each a "WARRANT" and
collectively,  the  "WARRANTS")  (the Common Stock,  the Warrants and the Common
Stock issuable upon exercise of the Warrants are sometimes collectively referred
to herein as the "SECURITIES"; and

         WHEREAS,  the  Subscriber  desires to purchase that number of Units set
forth on the signature page hereof on the terms and conditions  hereinafter  set
forth.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

         I.       SUBSCRIPTION FOR SECURITIES; PURCHASE PRICE AND CLOSING

                  In   consideration   of  and  in  express  reliance  upon  the
representations,  warranties, covenants, terms and conditions of this Agreement,
the Subscriber hereby irrevocably subscribes for and agrees to purchase from the
Company such number of Units,  and the Company  agrees to sell to the Subscriber
such number of Units, as is set forth on the signature page hereof.  The closing
of the purchase and sale of the Units under this  Agreement  shall take place at
the offices of the Company (the "CLOSING") at 10:00 a.m. on April 28, 2006 or at
such time and on such date as the  Subscriber and the Company may agree upon. At
the  Closing,  the  Company  shall  deliver  or  cause to be  delivered  to each
Subscriber:  (a)  a  certificate  registered  in  the  name  of  the  Subscriber
representing  the number of shares of Common Stock as is set forth  opposite the
name of such Subscriber on the signature page hereof;  (b) a Warrant  registered
in the name of the  Subscriber to purchase such number of shares of Common Stock
as is set forth  opposite  the name of such  Subscriber  on the  signature  page
hereof;  and (c) a copy of this  Agreement  countersigned  by the  Company.  The
Closing is expressly  conditioned upon the Company signing and delivering a copy
of this Agreement to the Subscriber.

         II.      REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

                  The Subscriber represents, warrants and agrees as follows:

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                  2.1 RELIANCE ON EXEMPTIONS.  The Subscriber  acknowledges that
the Private  Placement has not been reviewed by the United States Securities and
Exchange  Commission  (the  "COMMISSION")  or any  state  agency  because  it is
intended to be a nonpublic transaction exempt from the registration requirements
of the Securities Act and state securities laws. The Subscriber understands that
the  Company is relying  upon the truth and  accuracy  of, and the  Subscriber's
compliance with, the representations,  warranties,  agreements,  acknowledgments
and  understandings of the Subscriber set forth herein in order to determine the
availability of such exemption and the eligibility of the Subscriber to purchase
the Securities.

                  2.2 INVESTMENT  PURPOSE.  The Subscriber  represents  that the
Securities are being purchased for its own account, for investment purposes only
and  not  for   distribution  or  resale  to  others  in  contravention  of  the
registration  requirements of the Securities Act. The Subscriber  agrees that it
will not sell or otherwise  transfer the  Securities  unless they are registered
under the  Securities  Act or  unless an  exemption  from such  registration  is
available.

                  2.3  ACCREDITED  INVESTOR.   The  Subscriber   represents  and
warrants that it is an "accredited investor" as such term is defined in Rule 501
of Regulation D  promulgated  under the  Securities  Act, and that it is able to
bear the economic  risk of any  investment  in the  Securities.  The  Subscriber
represents that if an individual,  he has adequate means of providing for his or
her current  needs and  personal  and family  contingencies  and has no need for
liquidity in this investment in the Securities.  The Subscriber has no reason to
anticipate any material  change in his or her personal  financial  condition for
the foreseeable  future. The Subscriber further represents and warrants that the
information  furnished in the accompanying  accredited  investor  questionnaire,
which is attached  hereto as Exhibit B, is accurate and complete in all material
respects.

                  2.4  INTEREST IN UNITS.  The  Subscriber  represents  that the
funds provided for this investment in the Units are either separate  property of
the  Subscriber,  community  property over which the Subscriber has the right of
control, or are otherwise funds as to which the Subscriber has the sole right of
management.  The  Subscriber  is  purchasing  the  Units  with the  funds of the
Subscriber  and not with the funds of any other  person,  firm, or entity and is
acquiring  the Units for the  Subscriber's  account.  No person  other  than the
Subscriber has any beneficial interest in the Units being purchased hereunder.

                  2.5  RISK  OF  INVESTMENT.   The  Subscriber  understands  and
acknowledges that the purchase of the Securities  involves a high degree of risk
in that:  (a) an  investment  in the  Company  is  highly  speculative  and only
investors  who can afford the loss of their entire  investment  should  consider
investing  in the  Company  and  the  Securities;  (b)  the  Securities  will be
"restricted  securities"  (as defined in Securities Act Rule  144(a)(3)) and may
not be  resold  unless  they  are  registered  under  the  Securities  Act or an
exemption from  registration is available;  (c) the Subscriber does not have the
protection  of Section 11 of the  Securities  Act;  (d) the Company has recently
abandoned  a public  offering  by filing a  request  to  withdraw  its Form SB-2
registration statement (SEC File No. 333-128142), which withdrawal was effective
upon filing on March 27,  2006;  and (e) the  Company  may  require  substantial
additional funds to operate its business and subsequent  equity  financings will
dilute the ownership and voting interests of the Subscriber.

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<PAGE>

                  2.6 PRIOR INVESTMENT EXPERIENCE.  The Subscriber  acknowledges
that it has  prior  investment  experience  and that it  recognizes  the  highly
speculative nature of this investment.

                  2.7 INFORMATION. The Subscriber acknowledges careful review of
this Agreement as well as the Company's filings with the Commission, as required
pursuant to the  Securities  and Exchange Act of 1934, as amended (the "EXCHANGE
ACT"),  which are available on the Internet at  www.sec.gov  (collectively,  the
"DISCLOSURE MATERIALS"), all of which the Subscriber acknowledges have been made
available to him. The Subscriber has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of
this  Private  Placement  and  the  Disclosure  Materials  and  to  obtain  such
additional information,  to the extent the Company possesses such information or
can acquire it without  unreasonable effort or expense,  necessary to verify the
accuracy of same as the Subscriber  reasonably  desires in order to evaluate the
investment.  The  Subscriber  understands  the  Disclosure  Materials,  and  the
Subscriber has had the opportunity to discuss any questions regarding any of the
Disclosure  Materials with his counsel or other  advisors.  Notwithstanding  the
foregoing, the only information upon which the Subscriber has relied is that set
forth  in  the   Disclosure   Materials.   The   Subscriber   has   received  no
representations  or  warranties  from the  Company,  its  employees,  agents  or
attorneys  in making  this  investment  decision  other than as set forth in the
Disclosure  Materials.  The  Subscriber  does not desire to receive  any further
information.

                  2.8 NO REPRESENTATIONS. The Subscriber hereby represents that,
except  as  expressly  set  forth  in  this  Agreement,  no  representations  or
warranties  have  been  made to the  Subscriber  by the  Company  or any  agent,
employee or affiliate of the Company,  and in entering into this transaction the
Subscriber is not relying on any  information  other than that  contained in the
Disclosure  Materials  and  the  results  of  independent  investigation  by the
Subscriber.

                  2.9 TAX  CONSEQUENCES.  The Subscriber  acknowledges  that the
Private  Placement  may involve tax  consequences  and that the  contents of the
Disclosure  Materials do not contain tax advice or  information.  The Subscriber
acknowledges  that it must retain its own professional  advisors to evaluate the
tax and other consequences of an investment in the Units.

                  2.10 TRANSFER OR RESALE. The Subscriber understands and hereby
acknowledges  that the Company is under no obligation to register the Securities
under the Securities  Act except as contained  herein.  The Subscriber  consents
that the Company may, if it desires, permit the transfer of the Units out of the
Subscriber's name only when the Subscriber's request for transfer is accompanied
by an opinion of counsel reasonably satisfactory to the Company that neither the
sale nor the proposed  transfer  results in a violation of the Securities Act or
any applicable state "blue sky" laws.

                  2.11 LEGENDS. The Subscriber understands that the certificates
representing the Securities, until such time as their resale has been registered
under the Securities Act, shall bear a restrictive  legend in substantially  the
following form (and a stop-transfer order may be placed against transfer of such
certificates or other instruments):


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<PAGE>

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES MAY NOT BE
                  OFFERED FOR SALE,  SOLD,  TRANSFERRED  OR ASSIGNED  (I) IN THE
                  ABSENCE OF (A) AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
                  SECURITIES  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS,  OR  (B)  AN  OPINION  OF
                  COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS
                  NOT REQUIRED  UNDER SAID ACT OR  APPLICABLE  STATE  SECURITIES
                  LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

                  The legend set forth  above  shall be removed  and the Company
shall issue a  certificate  without such legend to the holder of the  Securities
upon which it is stamped,  if (a) such  Securities  are being sold pursuant to a
registration statement under the Securities Act, (b) such holder delivers to the
Company an opinion of counsel,  in a reasonably  acceptable form, to the Company
that a disposition of the Securities is being made pursuant to an exemption from
such  registration,  or (c) such holder  provides  the Company  with  reasonable
assurance  that a disposition of the Securities may be made pursuant to the Rule
144(k)  under the  Securities  Act without any  restriction  as to the number of
Securities acquired as of a particular date that can then be immediately sold.

                  2.12 NO GENERAL  SOLICITATION.  The Subscriber represents that
it was not  induced  to invest by any form of  general  solicitation  or general
advertising including, but not limited to, the following: (a) any advertisement,
article, notice or other communication  published in any newspaper,  magazine or
similar  media or  broadcast  over the news or  radio;  and (b) any  seminar  or
meeting whose attendees were invited by any general solicitation or advertising.

                  2.13   VALIDITY;   ENFORCEMENT.   If  the   Subscriber   is  a
corporation,  partnership,  trust or other entity, the Subscriber represents and
warrants that: (a) it is authorized and otherwise duly qualified to purchase and
hold  the  Units;  and (b)  that  this  Agreement  has  been  duly  and  validly
authorized,  executed  and  delivered  and  constitutes  the legal,  binding and
enforceable  obligation of the  Subscriber.  If the Subscriber is an individual,
the  Subscriber  represents  and warrants that this  Agreement has been duly and
validly   executed  and  delivered  and  constitutes  the  legal,   binding  and
enforceable obligation of the Subscriber.

                  2.14  ADDRESS.  The  Subscriber  hereby  represents  that  the
address  of the  Subscriber  furnished  by the  Subscriber  at the  end of  this
Agreement  is the  Subscriber's  principal  residence  if the  Subscriber  is an
individual or its  principal  business  address if it is a corporation  or other
entity.


                                       4
<PAGE>

         III.     REPRESENTATIONS BY AND COVENANTS OF THE COMPANY

                  The Company represents, warrants and agrees as follows:


                  3.1  ORGANIZATION.  The Company is duly  organized and validly
existing in good standing  under the laws of the State of Delaware.  The Company
has full power and authority to own,  operate and occupy its  properties  and to
conduct its business as presently  conducted,  and is registered or qualified to
do business and in good standing in each jurisdiction in which the nature of the
business conducted by it or the location of the properties owned or leased by it
requires such  qualification and where the failure to be so qualified would have
a material  adverse effect upon the Company's  financial  condition (a "MATERIAL
ADVERSE EFFECT"), and no proceeding has been instituted in any such jurisdiction
revoking,  limiting or curtailing,  or seeking to revoke, limit or curtail, such
power and authority or qualification.

                  3.2 DUE AUTHORIZATION AND VALID ISSUANCE.  The Company has all
requisite  power and authority to execute,  deliver and perform its  obligations
under this  Agreement,  and when  executed  and  delivered  by the Company  this
Agreement will  constitute a legal,  valid and binding  agreement of the Company
enforceable  against the Company in accordance with its terms,  except as rights
to indemnity and contribution may be limited by state or federal securities laws
or the public policy underlying such laws, and except as  enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws affecting creditors' and contracting parties' rights generally, and
except  as  enforceability  may be  subject  to  general  principles  of  equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law). The  securities  which comprise the Units to be sold pursuant
to this  Agreement  have been duly  authorized,  and when issued and paid for in
accordance  with the terms of this  Agreement  will be duly and validly  issued,
fully paid and nonassessable

                  3.3  NONCONTRAVENTION.  The  execution  and  delivery  of this
Agreement and the consummation of the transactions contemplated hereby will not:
(a) conflict  with or constitute a violation of, or default (with the passage of
time or  otherwise)  under  (i) any  material  bond,  debenture,  note or  other
evidence of indebtedness,  lease, contract, indenture,  mortgage, deed of trust,
loan  agreement,  joint  venture or other  agreement or  instrument to which the
Company is a party or by which it or any of its  properties  are bound,  or (ii)
the  charter,  bylaws or other  organizational  documents  of the Company or any
subsidiary;   or  (b)  result  in  the  creation  or  imposition  of  any  lien,
encumbrance,  claim, security interest or restriction whatsoever upon any of the
material  properties or assets of the Company or an acceleration of indebtedness
pursuant to any  obligation,  agreement or  condition  contained in any material
bond,  debenture,  note  or  any  other  evidence  of  indebtedness,  indenture,
mortgage,  deed of trust or any  other  agreement  or  instrument  to which  the
Company  is a party or by which  it is  bound  or to which  any of the  material
property or assets of the Company is subject.

                  3.4 NO VIOLATION.  The Company is not: (a) in violation of its
charter,  bylaws or other organizational  document; or (b) in default (and there
exists  no  condition  that,  with  the  passage  of  time or  otherwise,  would
constitute a default) in any material  respect in the  performance of a material
agreement or  instrument to which the Company is a party or by which the Company
is bound or by which the  properties  of the  Company  are bound,  that would be
reasonably likely to have a Material Adverse Effect. The business of the Company
is not being conducted,  and shall not be conducted so long as the investors own
any of the Units, in violation of any law, ordinance,  rule, regulation,  order,
judgment or decree of any governmental  entity,  court or arbitration  tribunal,
except for possible  violations  the sanctions for which either singly or in the
aggregate would not have a Material Adverse Effect.

                                       5
<PAGE>

                  3.5 LEGAL  PROCEEDINGS.  Except as otherwise  disclosed in the
Disclosure Materials,  there is no action, suit, proceeding, or to the knowledge
of the Company,  inquiry or investigation  before or by any court, public board,
governmental  agency  or  authority,  or  self-regulatory  organization  or body
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its directors or officers in their capacities as such, wherein
an unfavorable decision,  ruling or finding would have a Material Adverse Effect
or would adversely  affect the Private  Placement or that would adversely affect
the validity or enforceability of, or the authority or ability of the Company to
consummate the Private Placement.

                  3.6 GOVERNMENTAL  PERMITS,  ETC. The Company has all necessary
franchises,  licenses,  certificates and other  authorizations from any foreign,
federal, state or local government or governmental agency,  department,  or body
that are currently necessary for the operation of the business of the Company as
currently  conducted,  except where the failure to currently  possess  could not
reasonably be expected to have a Material Adverse Effect.

                  3.7 INTELLECTUAL  PROPERTY.  (a) The Company owns or possesses
sufficient  rights  to use all  material  patents,  patent  rights,  trademarks,
copyrights,  licenses,  inventions,  trade  secrets,  trade  names and  know-how
(collectively, "INTELLECTUAL PROPERTY") as owned or possessed by it, or that are
necessary  for the conduct of its business as now conducted or as proposed to be
conducted, except where the failure to currently own or possess would not have a
Material Adverse Effect,  (b) the Company has not received any notice of, or has
any knowledge of, any asserted  infringement  by the Company of, any rights of a
third party with respect to any Intellectual  Property that,  individually or in
the aggregate, would have a Material Adverse Effect, and (c) the Company has not
received any notice of, or has no knowledge  of,  infringement  by a third party
with  respect  to  any  Intellectual   Property  rights  of  the  Company  that,
individually or in the aggregate, would have a Material Adverse Effect.

                  3.8  FINANCIAL  STATEMENTS.  The  financial  statements of the
Company included in the Company's filings with the Commission have been prepared
in accordance with U.S. generally accepted accounting  principles,  consistently
applied,  during the periods involved  (except as may be otherwise  indicated in
such  financial  statements  or the notes  thereto,  or in the case of unaudited
interim statements, to the extent they do not include footnotes or are condensed
or  summary  statements)  and  fairly  present  in  all  material  respects  the
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates thereof and the  consolidated  results of their  operations  and
cash  flows  for the  periods  then  ended  (subject,  in the case of  unaudited
statements,  to normal,  immaterial year-end audit  adjustments).  Except as set
forth in the  financial  statements  of the Company  included  in the  Company's
filings  with the  Commission,  the Company has no  liabilities,  contingent  or
otherwise,  other than (a) liabilities  incurred  subsequent to the date of such
financial  statements in the ordinary  course of business  consistent  with past
practice and (b) obligations  under  contracts and  commitments  incurred in the
ordinary  course of business  and not  required  under U.S.  generally  accepted
accounting principles to be reflected in such financial statements, in each case
that,  individually  or in the  aggregate,  are not  material  to the  financial
condition, business, operations,  properties,  operating results or prospects of
the Company and its subsidiaries taken on a whole.

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<PAGE>

                  3.9 DISCLOSURE.  None of the representations and warranties of
the Company  appearing in this Agreement  contains,  or on any closing date will
contain,  any untrue  statement of a material  fact or omits,  or on any closing
date  will omit to state  any  material  fact  required  to be stated  herein or
therein  in  order  for the  statements  herein  or  therein,  in  light  of the
circumstances under which they were made, not to be misleading.

         IV.      REGISTRATION RIGHTS

                  The Company  agrees that if, at any time after the date hereof
the Company shall determine to file with the Commission a registration statement
(the  "REGISTRATION  STATEMENT")  relating to an offering for its own account or
the account of others under the Securities  Act of any of its equity  securities
(other than on Form S-4 or Form S-8 or their then equivalents relating to equity
securities to be issued solely in connection  with an  acquisition of any entity
or business or equity  securities  issuable in connection with employee  benefit
plans),  the Company  shall  include in such  Registration  Statement all of the
shares of Common Stock purchased hereunder and all of the shares of Common Stock
issuable upon exercise of the Warrants,  all as indicated on the signature  page
hereof (the "REGISTRABLE SECURITIES"). The Company shall use its best efforts to
cause the Registration  Statement to be declared  effective by the Commission as
promptly as possible  after the filing thereof and shall use its best efforts to
keep the Registration  Statement continuously effective under the Securities Act
until the earlier of: (a) the date when all  Registrable  Securities  covered by
such  Registration  Statement have been sold publicly;  or (b) the date when all
Registrable  Securities may be sold pursuant to Rule 144(k) under the Securities
Act.  Notwithstanding any other provision of this Article IV, the Company may at
any time, abandon or delay any Registration  Statement filed by the Company.  In
the event of such abandonment by the Company, the Company shall remain obligated
to register the resale of the Registrable Securities pursuant to this Article IV
until the earlier  of: (a) the date when all  Registrable  Securities  have been
sold by the Subscriber;  or (b) the date when all Registrable  Securities may be
sold pursuant to Rule 144(k) under the Securities Act.

         V.       MISCELLANEOUS

                  5.1  NOTICE.   Any   notices,   consents,   waivers  or  other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement must be in writing and will be deemed to have been delivered: (a) upon
receipt,  when delivered  personally,  (b) upon receipt,  when sent by facsimile
(provided   confirmation  of  transmission  is  mechanically  or  electronically
generated  and kept on file by the sending  party),  or (c) one (1) business day
after deposit with an overnight courier service, in each case properly addressed
to the party to receive the same.  The addresses and facsimile  numbers for such
communications shall be:


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                  If to the Company:


                  Science Dynamics Corporation
                  7150 N. Park Drive, Suite 500
                  Pennsauken, New Jersey 08109
                  Attn: Chief Executive Officer
                  Facsimile: (856) 910-1811

                  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

                  If to the Subscriber,  to its address and facsimile number set
forth at the end of this  Agreement,  or to such other address and/or  facsimile
number  and/or to the  attention  of such other  person as  specified by written
notice  given to the Company  five (5) days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (a) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (b)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission,  or  (c)  provided  by  an  overnight  courier  service  shall  be
rebuttable evidence of personal service, receipt by facsimile or receipt from an
overnight  courier  service in  accordance  with clause  (a),  (b) or (c) above,
respectively.

                  5.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement supersedes all
other prior oral or written  agreements  between the  Subscriber,  the  Company,
their  affiliates and persons acting on their behalf with respect to the matters
discussed  herein,  and this  Agreement and the  instruments  referenced  herein
contain  the entire  understanding  of the parties  with  respect to the matters
covered  herein and therein  and,  except as  specifically  set forth  herein or
therein,  neither  the  Company  nor the  Subscriber  makes any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be amended or waived other than by an instrument in writing
signed by the Company and the Subscriber.

                  5.3 SEVERABILITY.  If any provision of this Agreement shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

                  5.4 GOVERNING  LAW;  JURISDICTION;  WAIVER OF JURY TRIAL.  All
questions concerning the construction,  validity, enforcement and interpretation
of this  Agreement  shall be governed by the  internal  laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule  (whether of the State of New York or any other  jurisdictions)  that would
cause the application of the laws of any  jurisdictions  other than the State of
New  York.  Each  party  hereby   irrevocably   submits  to  the   non-exclusive
jurisdiction  of the state and federal courts sitting in the County of New York,
State of New York 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  brought  in an
inconvenient  forum or that the  venue of 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 for such 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.
Each party hereby  irrevocably  waives any right it may have,  and agrees not to
request,  a jury  trial for the  adjudication  of any  dispute  hereunder  or in
connection with or arising out of this Agreement or any transaction contemplated
hereby.

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<PAGE>

                  5.5  HEADINGS.   The  headings  of  this   Agreement  are  for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Agreement.

                  5.6  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns.  The  Company  shall  not  assign  this  Agreement  or  any  rights  or
obligations  hereunder  without the prior  written  consent of the holders of at
least a majority the Units then outstanding,  except by merger or consolidation.
The Subscriber shall not assign its rights hereunder  without the consent of the
Company, which consent shall not be unreasonably withheld.

                  5.7 NO THIRD PARTY  BENEFICIARIES.  This Agreement is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns,  and is not for the  benefit of, nor may any  provision  hereof be
enforced by, any other person.

                  5.8  SURVIVAL.  The  representations  and  warranties  of  the
Subscriber  and the Company  contained in Articles II and III and the agreements
set forth this Article V shall survive closing for a period of two years.

                  5.9 FURTHER  ASSURANCES.  Each party shall do and perform,  or
cause to be done and  performed,  all such  further  acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

                  5.10  NO  STRICT  CONSTRUCTION.  The  language  used  in  this
Agreement  will be deemed to be the  language  chosen by the  parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.


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<PAGE>

                  5.11 LEGAL REPRESENTATION.  The Subscriber  acknowledges that:
(a) it has read this Agreement and the exhibits hereto;  (b) it understands that
the Company has been represented in the preparation,  negotiation, and execution
of this  Agreement  by  Sichenzia  Ross  Friedman  Ference  LLP,  counsel to the
Company; and (c) it understands the terms and consequences of this Agreement and
is fully aware of its legal and binding effect.

                  5.12  COUNTERPARTS.  This  Agreement may be executed in two or
more identical  counterparts,  all of which shall be considered one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered to the other  party;  provided  that a facsimile  signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

                            [SIGNATURE PAGE FOLLOWS]



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<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year written below.

______________________________________   Purchase Price:________________________
Name of Subscriber                       Securities Purchased:
                                         # of Shares of Common Stock:___________
                                         # of Warrant Shares Purchasable:_______

--------------------------------------
Signature

--------------------------------------
Name (If Subscriber is an entity,
trust or other organization)
(Please Print)


--------------------------------------
Title (If Subscriber is an entity,
trust or other organization)
(Please Print)


--------------------------------------

--------------------------------------

--------------------------------------
Address of Subscriber


--------------------------------------
Taxpayer Identification Number
of Subscriber


                                         Subscription Accepted:

                                         This ___ day of _______________, 2006

                                         SCIENCE DYNAMICS CORPORATION

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



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