AMENDMENT AND WAIVER

         This AMENDMENT AND WAIVER (this "Amendment"),  dated as of November 18,
2005, is entered into by and between SCIENCE  DYNAMICS  CORPORATION,  a Delaware
corporation  (the  "Company"),  and LAURUS MASTER FUND,  LTD., a Cayman  Islands
company ("Laurus"),  for the purpose of amending the terms of (i) the Securities
Purchase  Agreement,  dated as of February 11, 2005,  by and between the Company
and Laurus (as amended,  modified  and/or  supplemented  from time to time,  the
"Securities Purchase Agreement"),  (ii) the Secured Convertible Term Note, dated
as of February 11, 2005 (as amended,  modified and/or  supplemented from time to
time, the "Term Note") issued by the Company pursuant to the Securities Purchase
Agreement and (iii) the Registration Rights Agreement,  dated as of February 11,
2005 between the Company and Laurus (as amended,  modified  and/or  supplemented
from time to time, the  "Registration  Rights  Agreement" and, together with the
Term Note, the Securities  Purchase  Agreement and the other Related  Agreements
referred to therein, the "Loan Documents". Capitalized terms used herein without
definition  shall have the  meanings  ascribed  to such terms in the  Securities
Purchase  Agreement,  the Term Note and the Registration  Rights  Agreement,  as
applicable.

         WHEREAS,  the  Company  has  failed to pay to Laurus  when due  accrued
interest and principal in respect of the Term Note; and

         WHEREAS,  Laurus  has agreed to waive on the terms and  conditions  set
forth herein, the Events of Default that may have occurred and are continuing as
a result  of the  failure  by the  Company  to pay to  Laurus  when due  accrued
principal  in  respect  of the Term Note and as a result of the  failure  of the
Company to file the  Registration  Statement  on or before  the Filing  Date (as
defined in the Registration  Rights  Agreement) and, in consideration  therefore
and in consideration  of the other agreements set forth herein,  the receipt and
sufficiency of which is hereby acknowledged, the Company has agreed to issue the
Additional Warrant (as defined below) to Laurus;

         WHEREAS,  the Company and Laurus have agreed to make certain changes to
the Term Note as set forth herein; and

         NOW,  THEREFORE,  in consideration of the above, and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

         1.  Laurus  hereby  waives  each Event of Default  that may have arisen
under: (a) Section 4.1 of the Term Note solely as a result of the failure by the
Company  to pay  Laurus  (x) the full  amount of the  principal  portion  of the
Monthly  Amount due and payable on the first  business day of each of June 2005,
July 2005,  August 2005,  September  2005,  October 2005 and November 2005 (i.e.
$[363,636.36])  (the "Overdue  Principal")  and (y) the interest  payable on the
Term Note when due on each of September 1, 2005, October 1, 2005 and November 1,
2005 (the "Overdue Interest");  and (b) Section 4.2 of the Term Note solely as a
result of the failure of the Company to file the  Registration  Statement  on or
before  the  required  Filing  Date  (as  defined  in  the  Registration  Rights
Agreement). In consideration of the waivers in this Section 1, the Company will,
on the date hereof,  pay to Laurus the unpaid  interest  accrued  under the Term
Note as of the date hereof (i.e. $[32,236.25]) ("Overdue Interest").


<PAGE>

         2. Laurus and the Company  hereby  agree that the Company  shall not be
required to pay the  principal  portion of any  Monthly  Amount due on the first
business  day of  December  2005  on such  date  (collectively,  the  "Postponed
Principal");  provided that, the Overdue  Principal and the Postponed  Principal
shall each be paid in full on the  Maturity  Date (as defined in the Term Note),
together  with  all  other  amounts  due and  payable  on such  date  under  the
Securities Purchase Agreement and the Related Agreements.

         3. In consideration of the waivers and principal  payment  deferrals in
Sections 1 and 2 above, the Company will, on the date hereof,  issue to Laurus a
seven year warrant (the  "Additional  Warrant") to Laurus to purchase  3,000,000
shares of the common stock of the Company  with an exercise  price of $0.075 per
share,  such Additional  Warrant to be in the form attached hereto as Exhibit 1.
The Company  further agrees to file a Registration  Statement (as defined in the
Registration Rights Agreement (as defined in the Securities Purchase Agreement),
to register the shares of Common  Stock that may be issued upon  exercise of the
Additional  Warrant  no  later  than  the  later  to  occur  of (x) the 30th day
following  the  date  hereof  and (y) (A) the  earlier  to occur of the 30th day
following  date upon which the  Registration  Statement  filed by the Company on
September  7,  2005  (Registration   Statement  333-128142)  has  been  declared
effective  by the SEC or has  otherwise  been  withdrawn  and (B) the  90th  day
following the date hereof (collectively, the "Filing Date"). The Filing Date, as
defined  herein,  shall be deemed to be a "Filing Date" as set forth and defined
in the Registration Rights Agreement.

         4. Laurus hereby waives any reset or adjustment to the Fixed Conversion
Price that otherwise would be required pursuant to Section 3.4(b)(C) of the Term
Note solely as a result of the Company's issuance of the Additional Warrant.

         5. The Company  understands  that it has an  affirmative  obligation to
make prompt public disclosure of material  agreements and material amendments to
such agreements.  It is the Company's  determination that this Amendment and the
terms and provisions of this Amendment,  (collectively,  the  "Information") are
material and, as such,  require  prompt public  disclosure.  The Company  hereby
agrees  that no later than the fourth  (4th ) business  day  following  the date
hereof it shall have  publicly  disclosed on Form 8-K or otherwise the existence
of this  Amendment  and the terms and  provisions of this  Amendment,  such that
Laurus shall  otherwise be permitted  after the date of such  disclosure  by the
Company  to again  engage in  transactions  with  respect to  securities  of the
Company on the same basis that it was  permitted  to engage in such  transaction
immediately prior to the date hereof. For the avoidance of doubt, the failure by
the Company to adhere to the requirements set forth in this Section 5 shall give
rise to an immediate Event of Default.

         6. Each  amendment and waiver set forth herein shall be effective as of
the date first above written (the "Amendment  Effective  Date") on the date when
(i) Laurus shall have received  payment from the Company of the Overdue Interest
(i.e. $[32,236.25]), (ii) each of the Company and Laurus shall have executed and
the Company shall have  delivered to Laurus its  respective  counterpart to this
Amendment  and (iii) the Company shall have executed and delivered to Laurus the
Additional Warrant.



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<PAGE>

         7. Except as  specifically  set forth in this  Amendment,  there are no
other amendments, modifications or waivers to the Loan Documents, and all of the
other forms, terms and provisions of the Loan Documents remain in full force and
effect.

         8. The Company  hereby  represents  and  warrants to Laurus that (i) no
Event of  Default  exists  on the  date  hereof,  after  giving  effect  to this
Amendment,  (ii) on the date hereof, after giving effect to this Amendment,  all
representations, warranties and covenants made by the Company in connection with
the Loan Documents are true,  correct and complete and (iii) on the date hereof,
after  giving  effect  to  this   Amendment,   all  of  the  Company's  and  its
Subsidiaries' covenant requirements have been met.

         9. From and after the Amendment  Effective  Date, all references in the
Loan Documents to the Securities  Purchase  Agreement,  the Term Note and/or the
Registration Rights Agreement shall be deemed to be references to the Securities
Purchase Agreement,  the Term Note and/or the Registration Rights Agreement,  as
the case may be, as modified hereby.

         10. This  Amendment  shall be binding upon the parties hereto and their
respective  successors  and permitted  assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective successors
and  permitted  assigns.  THIS  AMENDMENT  SHALL BE  CONSTRUED  AND  ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment
may be  executed  in any  number  of  counterparts,  each of  which  shall be an
original, but all of which shall constitute one instrument.



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<PAGE>

         IN WITNESS  WHEREOF,  each of the  Company  and Laurus has caused  this
Amendment to the Loan  Documents  to be signed in its name  effective as of this
18th day of November 2005.

                                         SCIENCE DYNAMICS CORPORATION

                                         By: /s/ Paul Burgess
                                            ----------------------------------
                                              Name: Paul Burgess
                                              Title: CEO

                                         LAURUS MASTER FUND, LTD.

                                         By:
                                            ----------------------------------
                                         Name:
                                         Title:

AGREED AND ACKNOWLEDGED:

M3 ACQUISITION CORP.

By: /s/ Paul Burgess
----------------------------------
     Name: Paul Burgess
     Title: President

SCIDYN CORP.

By: /s/ Paul Burgess
----------------------------------
     Name: Paul Burgess
     Title: President





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