EXHIBIT 14.1


                 CODE OF ETHICS AND BUSINESS CONDUCT
              FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                    SCIENCE DYNAMICS CORPORATION



1.  TREAT IN AN ETHICAL MANNER THOSE TO WHOM SCIENCE DYNAMICS
    CORPORATION HAS AN OBLIGATION

The officers, directors and employees of Science Dynamics Corporation
(the "Company") are committed to honesty, just management, fairness,
providing a safe and healthy environment free from the fear of
retribution, and respecting the dignity due everyone. For the
communities in which we live and work we are committed to observe sound
environmental business practices and to act as concerned and
responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and
earnings objectives and to exercising prudence in the use of our assets
and resources.

For our suppliers and partners we are committed to fair competition and
the sense of responsibility required of a good customer and teammate.

2.  PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected,
satisfied, and appreciated. We respect cultural diversity and will not
tolerate harassment or discrimination of any kind -- especially
involving race, color, religion, gender, age, national origin,
disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect,
trust, responsibility, and citizenship permits us the opportunity to
achieve excellence in our workplace. While everyone who works for the
Company must contribute to the creation and maintenance of such an
environment, our executives and management personnel assume special
responsibility for fostering a work environment that is free from the
fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or
seeming to place, pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

3.  PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a drug-free, safe and healthy work
environment, and to observing environmentally sound business practices.
We will strive, at a minimum, to do no harm and where possible, to make
the communities in which we work a better place to live. Each of us is
responsible for compliance with environmental, health and safety laws
and regulations.

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4.  KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions
between the Company and outside individuals and organizations must be
promptly and accurately entered in our books in accordance with
generally accepted accounting practices and principles. No one should
rationalize or even consider misrepresenting facts or falsifying
records. It will not be tolerated and will result in disciplinary
action.

5.  OBEY THE LAW

We will conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential
condition for performance of our duties. In conducting business, we
shall:

     A.  STRICTLY ADHERE TO ALL ANTITRUST LAWS

     Officer, directors and employees must strictly adhere to all
     antitrust laws. Such laws exist in the United States and in many
     other countries where the Company may conduct business. These
     laws prohibit practices in restraint of trade such as price
     fixing and boycotting suppliers or customers. They also bar
     pricing intended to run a competitor out of business;
     disparaging, misrepresenting, or harassing a competitor; stealing
     trade secrets; bribery; and kickbacks.

     B.  STRICTLY COMPLY WITH ALL SECURITIES LAWS

     In our role as a publicly owned company, we must always be alert
     to and comply with the security laws and regulations of the
     United States and other countries.

        I.  DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

        Federal law and Company policy prohibits officers,
        directors and employees, directly or indirectly through
        their families or others, from purchasing or selling
        company stock while in the possession of material, non-
        public information concerning the Company. This same
        prohibition applies to trading in the stock of other
        publicly held companies on the basis of material, non-
        public information. To avoid even the appearance of
        impropriety, Company policy also prohibits officers,
        directors and employees from trading options on the open
        market in Company stock under any circumstances.


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        Material, non-public information is any information that
        could reasonably be expected to affect the price of a
        stock. If an officer, director or employee is considering
        buying or selling a stock because of inside information
        they possess, they should assume that such information is
        material. It is also important for the officer, director or
        employee to keep in mind that if any trade they make
        becomes the subject of an investigation by the government,
        the trade will be viewed after-the-fact with the benefit of
        hindsight. Consequently, officers, directors and employees
        should always carefully consider how their trades would
        look from this perspective.

        Two simple rules can help protect you in this area: (1) Do
        not use non-public information for personal gain. (2) Do
        not pass along such information to someone else who has no
        need to know.

        This guidance also applies to the securities of other
        companies for which you receive information in the course
        of your employment at The Company .

        II.  BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

        As a public company, the Company  must be fair and accurate
        in all reports filed with the United States Securities and
        Exchange Commission. Officers, directors and management of
        The Company  are responsible for ensuring that all reports
        are filed in a timely manner and that they fairly present
        the financial condition and operating results of the
        Company.

        Securities laws are vigorously enforced. Violations may
        result in severe penalties including forced sales of parts
        of the business and significant fines against the Company.
        There may also be sanctions against individual employees
        including substantial fines and prison sentences.

        The principal executive officer and principal financial
        Officer will certify to the accuracy of reports filed with
        the SEC in accordance with the Sarbanes-Oxley Act of 2002.
        Officers and Directors who knowingly or willingly make
        false certifications may be subject to criminal penalties
        or sanctions including fines and imprisonment.

6.  AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their
complete loyalty to the best interests of the Company. They should
avoid any action that may involve, or may appear to involve, a conflict
of interest with the Company. Officers, directors and employees should
not have any financial or other business relationships with suppliers,
customers or competitors that might impair, or even appear to impair,
the independence of any judgment they may need to make on behalf of the
Company.


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HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

- Employment by a competitor, or potential competitor,
  regardless of the nature of the employment, while employed by
  the Company .
- Acceptance of gifts, payment, or services from those seeking
  to do business with the Company .
- Placement of business with a firm owned or controlled by an
  officer, director or employee or his/her family.
- Ownership of, or substantial interest in, a company that is a
  competitor, client or supplier.
- Acting as a consultant to a the Company  customer, client or
  supplier.
- Seeking the services or advice of an accountant or attorney
  who has provided services to the Company .

Officers, directors and employees are under a continuing obligation to
disclose any situation that presents the possibility of a conflict or
disparity of interest between the officer, director or employee and the
Company. Disclosure of any potential conflict is the key to remaining
in full compliance with this policy.

7.  COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the
acquisition of goods and services. We will compete fairly and ethically
for all business opportunities. In circumstances where there is reason
to believe that the release or receipt of non-public information is
unauthorized, do not attempt to obtain and do not accept such
information from any source.

If you are involved in Company transactions, you must be certain that
all statements, communications, and representations are accurate and
truthful.

8.  AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be
free from even the perception that favorable treatment was sought,
received, or given in exchange for the furnishing or receipt of
business courtesies. Officers, directors and employees of the Company
will neither give nor accept business courtesies that constitute, or
could be reasonably perceived as constituting, unfair business
inducements or that would violate law, regulation or policies of the
Company, or could cause embarrassment to or reflect negatively on the
Company's reputation.


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9.  MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of
those who represent the Company. Agents, representatives and
consultants must certify their willingness to comply with the Company's
policies and procedures and must never be retained to circumvent our
values and principles. Paying bribes or kickbacks, engaging in
industrial espionage, obtaining the proprietary data of a third party
without authority, or gaining inside information or influence are just
a few examples of what could give us an unfair competitive advantage
and could result in violations of law.

10.  PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without
proper authorization. Keep proprietary documents protected and secure.
In the course of normal business activities, suppliers, customers and
competitors may sometimes divulge to you information that is
proprietary to their business. Respect these confidences.

11.  OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with
corporate policy. Proper use of Company property, information
resources, material, facilities and equipment is your responsibility.
Use and maintain these assets with the utmost care and respect,
guarding against waste and abuse, and never borrow or remove Company
property without management's permission.

12.  FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
     ACTIVITIES

The Company  encourages its employees to become involved in civic
affairs and to participate in the political process. Employees must
understand, however, that their involvement and participation must be
on an individual basis, on their own time and at their own expense. In
the United States, federal law prohibits corporations from donating
corporate funds, goods, or services, directly or indirectly, to
candidates for federal offices -- this includes employees' work time.
Local and state laws also govern political contributions and activities
as they apply to their respective jurisdictions.

13. BOARD COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce
this Code of Ethics. The Audit Committee will report to the Board of
Directors at least once each year regarding the general effectiveness
of the Company's Code of Ethics, the Company's controls and reporting
procedures and the Company's business conduct.

14.   DISCIPLINARY MEASURES.

The Company shall consistently enforce its Code of Ethics and Business
Conduct through appropriate means of discipline. Violations of the Code
shall be promptly reported to the Audit Committee. Pursuant to
procedures adopted by it, the Audit Committee shall determine whether
violations of the Code have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee or agent of the
Company who has so violated the Code.

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The disciplinary measures, which may be invoked at the discretion of
the Audit Committee, include, but are not limited to, counseling, oral
or written reprimands, warnings, probation or suspension without pay,
demotions, reductions in salary, termination of employment and
restitution.

Persons subject to disciplinary measures shall include, in addition to
the violator, others involved in the wrongdoing such as (i) persons who
fail to use reasonable care to detect a violation, (ii) persons who if
requested to divulge information withhold material information
regarding a violation, and (iii) supervisors who approve or condone the
violations or attempt to retaliate against employees or agents for
reporting violations or violators.


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