DEF 14C

                                 SCHEDULE 14C
                                (RULE 14C-101)

             Information Statement Pursuant to Section 14(c)
                 of the Securities Exchange Act of 1934

Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14c-5(d)(2))

                        Science Dynamics Corporation
               (Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the Appropriate Box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

    (1) Title of each class of securities to which transaction applies:

    (2) Aggregate number of securities to which the transaction applies:

    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on
        which the filing fee is calculated and state how it was
        determined):

    (4) Proposed maximum aggregate value of transaction:

    (5) Total fee paid:


[ ] Fee paid previously with preliminary materials

[ ] check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
    was paid previously.  Identify the previous filing by registration
    statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:






              SCIENCE DYNAMICS CORPORATION
        2059 Springdale Road, Suite 100, Cherry Hill, New Jersey 08003


                            INFORMATION STATEMENT
                            PURSUANT TO SECTION 14
                   OF THE SECURITIES EXCHANGE ACT OF 1934
               AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

                      WE ARE NOT ASKING YOU FOR A PROXY
                AND YOU ARE NOT REQUESTED TO SEND US A PROXY


                                                 Cherry Hill, New Jersey
                                                 November 12, 2002

     This information statement has been mailed on or about November 12, 2002
to the stockholders of record on November 6, 2002 (the "Record Date") of
Science Dynamics Corporation, a Delaware corporation (the
"Company") in connection with certain actions to be taken by the written consent
by the majority stockholders of the Company, dated by and through
November 6, 2002.  The actions to be taken pursuant to the written consent
shall be taken on or about December 3, 2002, 20 days after the mailing of this
information statement.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.



                                           By Order of the Board of Directors,

                                          /s/ ALAN C. BASHFORTH
                                          Secretary

- -1-



NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE
STOCKHOLDERS, DATED BY AND THROUGH NOVEMBER 6, 2002

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to the
written consent of a majority of stockholders dated by and through
November 6, 2002, in lieu of a special meeting of the stockholders.  Such action
will be taken on or about December 3, 2002:

1. The Company's Certificate of Incorporation, as amended, will be amended as
follows:

(a) increase the number of authorized shares of common stock, par value $.01
per share (the "Common Stock") of the Company from 45,000,000 shares to
200,000,000 shares; and

(b)	authorize the creation of 10,000,000 shares of blank check preferred
stock.

2. To approve the Company's 2002 Employee Stock Option Plan and reserve up to
20,000,000 shares of Common Stock for issuance thereunder.

 3. To approve the Company's 2002 Employee Stock Purchase Plan and to reserve
up to 20,000,000 shares of Common Stock for issuance thereunder.


OUTSTANDING SHARES AND VOTING RIGHTS

As of the Record Date, the Company's authorized capitalization consisted of
45,000,000 shares of common stock, $.01 par value per share (the "Common Stock")
, of which 40,573,099 shares were issued and outstanding as of the Record Date.
Holders of Common Stock of the Company have no preemptive rights to acquire or
subscribe to any of the additional shares of Common Stock.

Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders.  However, because stockholders holding at least
a majority of the voting rights of all outstanding shares of capital stock as
at the Record Date have voted in favor of the foregoing proposals by
resolution dated by and through November 6, 2002; and having sufficient voting
power to approve such proposals through their ownership of capital stock, no
other stockholder consents will be solicited in connection with this
Information Statement.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the proposals will not be adopted until a date at least 20 days after the date
on which this Information Statement has been mailed to the stockholders.  The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on December 3, 2002.

The Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.

This Information Statement will serve as written notice to stockholders pursuant
to Section 222 of the General Corporation Law of the State of Delaware.

- -2-




                   AMENDMENT TO THE CERTIFICATE OF INCORPORATION

As of November 6, 2002, the majority stockholders of the Company approved an
amendment to the Company's Certificate of Incorporation, as amended, to increase
the number of authorized shares of Common Stock from 45,000,000 to 200,000,000
and to authorize the creation of 10,000,000 shares of "blank check" preferred
stock. The Company currently has authorized capital stock of 45,000,000 shares
and approximately 40,783,590 shares of Common Stock are outstanding as of the
Record Date.  The Board believes that the increase in authorized common shares
would provide the Company greater flexibility with respect to the Company's
capital structure for such purposes as additional equity financing, and stock
based acquisitions.  The Company anticipates that the "blank check" preferred
stock will be designated into classes as deemed appropriate by the Company in
the future.

INCREASE IN AUTHORIZED COMMON STOCK

The terms of the additional shares of Common Stock will be identical to those of
the currently outstanding shares of Common Stock.  However, because holders of
Common Stock have no preemptive rights to purchase or subscribe for any unissued
stock of the Company, the issuance of additional shares of Common Stock will
reduce the current stockholders' percentage ownership interest in the total
outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares.  The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.

As of the Record Date, a total of 40,573,099 shares of the Company's currently
authorized 45,000,000 shares of Common Stock are issued and outstanding.  The
increase in the number of authorized but unissued shares of Common Stock would
enable the Company, without further stockholder approval, to issue shares from
time to time as may be required for proper business purposes, such as raising
additional capital for ongoing operations, business and asset acquisitions,
stock splits and dividends, present and future employee benefit programs and
other corporate purposes.

The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon
the exact nature and circumstances of any actual issuances of authorized but
unissued shares.  The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult.  For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company.  Similarly, the issuance of
additional shares to certain persons allied with the Company's management
could have the effect of making it more difficult to remove the Company's
current management by diluting the stock ownership or voting rights of
persons seeking to cause such removal.  The Board of Directors is not aware
of any attempt, or contemplated attempt, to acquire control of the Company,
and this proposal is not being presented with the intent that it be utilized
as a type of anti- takeover device.

There are currently no plans, arrangements, commitments or understandings for
the issuance of the additional shares of Common Stock which are proposed to
be authorized.

Stockholders do not have any preemptive or similar rights to subscribe for or
purchase any additional shares of Common Stock that may be issued in the
future, and therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.


- -3-




CREATION OF BLANK CHECK PREFERRED STOCK

The amendment to the Company's Certificate of Incorporation, as amended, will
create 10,000,000 authorized shares of "blank check" preferred stock.  The
proposed Amendment to the Company's Certificate of Incorporation, as amended,
attached as Exhibit "A" to this Information Statement contains provisions
related to the "blank check" preferred stock. The following summary does not
purport to be complete and is qualified in its entirety by reference to the
proposed Certificate of Amendment to the Certificate of Incorporation as set
forth in Exhibit "A."

The term "blank check" refers to preferred stock, the creation and issuance of
which is authorized in advance by the stockholders and the terms, rights and
features of which are determined by the Board of Directors of the Company upon
issuance. The authorization of such blank check preferred stock would permit
the Board of Directors to authorize and issue preferred stock from time to
time in one or more series.

Subject to the provisions of the Company's Certificate of Amendment to the
Certificate of Incorporation and the limitations prescribed by law, the Board
of Directors would be expressly authorized, at its discretion, to adopt
resolutions to issue shares, to fix the number of shares and to change the
number of shares constituting any series and to provide for or change the
voting powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, including dividend rights (including whether the dividends are
cumulative), dividend rates, terms of redemption (including sinking fund
provisions), redemption prices, conversion rights and liquidation preferences
of the shares constituting any series of the preferred stock, in
each case without any further action or vote by the stockholders.  The Board
of Directors would be required to make any determination to issue shares of
preferred stock based on its judgment as to the best interests of the Company
and its stockholders.  The amendment to the Certificate of Incorporation, as
amended, would give the Board of Directors flexibility, without further
stockholder action, to issue preferred stock on such terms and conditions as
the Board of Directors deems to be in the best interests of the Company and
its stockholders.

The amendment will provide the Company with increased financial flexibility
in meeting future capital requirements by providing another type of security
in addition to its Common Stock, as it will allow preferred stock to be
available for issuance from time to time and with such features as determined
by the Board of Directors for any proper corporate purpose.  It is anticipated
that such purposes may include exchanging preferred stock for Common Stock
and, without limitation, may include the issuance for cash as a means of
obtaining capital for use by the Company, or issuance as part or all of the
consideration required to be paid by the Company for acquisitions of other
businesses or assets.

Any issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control
of the Company by increasing the number of outstanding shares entitled to vote
and by increasing the number of votes required to approve a change in control
of the Company. Shares of voting or convertible preferred stock could be
issued, or rights to purchase such shares could be issued, to render more
difficult or discourage an attempt to obtain control of the Company by means
of a tender offer, proxy contest, merger or otherwise.  The ability of the
Board of Directors to issue such additional shares of preferred stock, with
the rights and preferences it deems advisable, could discourage an attempt
by a party to acquire control of the Company by tender offer or other means.
Such issuances could therefore deprive stockholders of benefits that could
result from such an attempt, such as the realization of a premium over the
market price that such an attempt could cause. Moreover, the issuance of such
additional shares of preferred stock to persons friendly to the Board of
Directors could make it more difficult to remove incumbent managers and
directors from office even if such change were to be favorable to
stockholders generally.

- -4-


While the amendment may have anti-takeover ramifications, the Board of Directors
believes that the financial flexibility offered by the amendment outweighs any
disadvantages. To the extent that the amendment may have anti-takeover effects,
the amendment may encourage persons seeking to acquire the Company to negotiate
directly with the Board of Directors enabling the Board of Directors to consider
the proposed transaction in a manner that best serves the stockholders'
interests.

The Company has no present plans, arrangements, commitments or understandings
for the issuance of additional shares of Preferred Stock.


             APPROVAL OF THE 2002 EMPLOYEE STOCK OPTION PLAN

 As of November 6, 2002, the majority stockholders of the Company authorized
the 2002 Employee Stock Option Plan (the "2002 Employee Stock Option Plan")
and authorized 20,000,000 shares of Common Stock to be reserved for issuance
thereunder. The following is a summary of principal features of the 2002
Employee Stock Option Plan. The summary, however, does not purport to be
a complete description of all the provisions of the 2002 Employee Stock
Option Plan. Any stockholder of the Company who wishes to obtain a copy of
the actual plan document may do so upon written request to the Company's
Secretary, Alan C. Bashforth, at the Company's principal offices at
2059 Springdale Road, Suite 100, Cherry Hill, New Jersey 08003.

GENERAL

   The 2002 Employee Stock Option Plan was adopted by the Board of Directors
on August 13, 2002.  The Board of Directors has initially reserved 20,000,000
shares of Common Stock for issuance under the 2002 Employee Stock Option Plan.
Under the Plan, options may be granted which are intended to qualify as
Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue
Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify
as Incentive Stock Options thereunder.

   The 2002 Employee Stock Option Plan and the right of participants to make
purchases thereunder are intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code"). The 2002 Employee Stock Option Plan is not a qualified
deferred compensation plan under Section 401(a) of the Internal Revenue Code
and is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").

PURPOSE

   The primary purpose of the 2002 Employee Stock Option Plan is to attract
and retain the best available personnel for the Company in order to promote
the success of the Company's business and to facilitate the ownership of the
Company's stock by employees.  In the event that the 2002 Employee Stock
Option Plan is not adopted the Company may have considerable difficulty in
attracting and retaining qualified personnel, officers, directors and
consultants.

ADMINISTRATION

   The 2002 Employee Stock Option Plan, when approved, will be administered
by the Company's Board of Directors, as the Board of Directors may be composed
from time to time.  All questions of interpretation of the 2002 Employee Stock
Option Plan are determined by the Board, and its decisions are final and
binding upon all participants.  Any determination by a majority of the members
of the Board of Directors at any meeting, or by written consent in lieu of a
meeting, shall be deemed to have been made by the whole Board of Directors.

- -5-


Notwithstanding the foregoing, the Board of Directors may at any time, or from
time to time, appoint a committee (the "Committee") of at least two members of
the Board of Directors, and delegate to the Committee the authority of the Board
of Directors to administer the Plan.  Upon such appointment and delegation,
the Committee shall have all the powers, privileges and duties of the Board of
Directors, and shall be substituted for the Board of Directors, in the
administration of the Plan, subject to certain limitations.


Members of the Board of Directors who are eligible employees are permitted to
participate in the 2002 Employee Stock Option Plan, provided that any such
eligible member may not vote on any matter affecting the administration of the
2002 Employee Stock Option Plan or the grant of any option pursuant to it, or
serve on a committee appointed to administer the 2002 Employee Stock Option
Plan. In the event that any member of the Board of Directors is at any time not
a "disinterested person", as defined in Rule 16b-3(c)(3)(i) promulgated
pursuant to the Securities Exchange Act of 1934, the Plan shall not be
administered by the Board of Directors, and may only by administered by a
Committee, all the members of which are disinterested persons, as so defined.

ELIGIBILITY

   Under the 2002 Employee Stock Option Plan, options may be granted to key
employees, officers, directors or consultants of the Company, as provided in
the 2002 Employee Stock Option Plan.

TERMS OF OPTIONS

The term of each Option granted under the Plan shall be contained in a stock
option agreement between the Optionee and the Company and such terms shall be
determined by the Board of Directors consistent with the provisions of the
Plan, including the following:

(a) Purchase Price. The purchase price of the Common Shares subject to each
ISO shall not be less than the fair market value (as set forth in the 2002
Employee Stock Option Plan), or in the case of the grant of an ISO to a
Principal Stockholder, not less than 110% of fair market value of such Common
Shares at the time such Option is granted. The purchase price of the Common
Shares subject to each Non-ISO shall be determined at the time such Option is
granted, but in no case less than 85% of the fair market value of such Common
Shares at the time such Option is granted.  The purchase price of the Common
Shares subject to each Non-ISO.

(b) Vesting. The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any, shall be
fixed by the Board of Directors, in its discretion, at the time such Option is
granted.

(c) Expiration. The expiration of each Option shall be fixed by the Board of
Directors, in its discretion, at the time such Option is granted; however,
unless otherwise determined by the Board of Directors at the time such Option
is granted, an Option shall be exercisable for ten (10) years after the date
on which it was granted (the "Grant Date").  Each Option shall be subject to
earlier termination as expressly provided in the 2002 Employee Stock
Option Plan or as determined by the Board of Directors, in its discretion,
at the time such Option is granted.

(d) Transferability. No Option shall be transferable, except by will or the
laws of descent and distribution, and any Option may be exercised during the
lifetime of the Optionee only by him.  No Option granted under the Plan shall
be subject to execution, attachment or other process.

(e) Option Adjustments. The aggregate number and class of shares as to which
Options may be granted under the Plan, the number and class shares covered by
each outstanding Option and the exercise price per share thereof (but not the
total price), and all such Options, shall each be proportionately adjusted
for any increase decrease in the number of issued Common Shares resulting
from split-up spin-off or consolidation of shares or any like Capital
adjustment or the payment of any stock dividend.

- -6-


Except as otherwise provided in the 2002 Employee Stock Option Plan, any
Option granted hereunder shall terminate in the event of a merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation of the Company.  However, the Optionee shall have the right
immediately prior to any such transaction to exercise his Option in whole or
in part notwithstanding any otherwise applicable vesting requirements.

(f) Termination, Modification and Amendment.  The 2002 Employee Stock Option
Plan (but not Options previously granted under the Plan) shall terminate
ten (10) years from the earlier of the date of its adoption by the Board of
Directors or the date on which the Plan is approved by the affirmative vote
of the holders of a majority of the outstanding shares of capital stock of
the Company entitled to vote thereon, and no Option shall be granted after
termination of the Plan.  Subject to certain restrictions, the Plan may at
any time be terminated and from time to time be modified or amended by the
affirmative vote of the holders of a majority of the outstanding shares of
the capital stock of the Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the applicable laws of the
State of Delaware.

FEDERAL INCOME TAX ASPECTS OF THE 2002 EMPLOYEE STOCK OPTION PLAN


THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES
UNDER THE 2002 EMPLOYEE STOCK OPTION PLAN. THIS SUMMARY DOES NOT PURPORT TO
BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO
TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS
THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN
COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT
OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY
ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE
TAX CONSEQUENCES OF PARTICIPATION IN THE 2002 EMPLOYEE STOCK OPTION PLAN AND
FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

 The 2002 Employee Stock Option Plan and the right of participants to make
purchases thereunder are intended to qualify under the provisions of Sections
421, 422 and 423 of the Code. Under these provisions, no income will be
recognized by a participant prior to disposition of shares acquired under the
2002 Employee Stock Option Plan.

   If the shares are sold or otherwise disposed of (including by way of gift)
more than two years after the first day of the offering period during which
shares were purchased (the "Offering Date"), a participant will recognize as
ordinary income at the time of such disposition the lesser of (a) the excess
of the fair market value of the shares at the time of such disposition over
the purchase price of the shares or (b) 15% of the fair market value of the
shares on the first day of the offering period. Any further gain or loss
upon such disposition will be treated as long-term capital gain or loss. If
the shares are sold for a sale price less than the purchase price, there is
no ordinary income and the participant has a capital loss for the difference.

   If the shares are sold or otherwise disposed of (including by way of gift)
before the expiration of the two-year holding period described above, the
excess of the fair market value of the shares on the purchase date over the
purchase price will be treated as ordinary income to the participant. This
excess will constitute ordinary income in the year of sale or other disposition
even if no gain is realized on the sale or a gift of the shares is made. The
balance of any gain or loss will be treated as capital gain or loss and will
be treated as long-term capital gain or loss if the shares have been held more
than one year.

- -7-


   In the case of a participant who is subject to Section 16(b) of the
Exchange Act, the purchase date for purposes of calculating such participant's
compensation income and beginning of the capital gain holding period may be
deferred for up to six months under certain circumstances. Such individuals
should consult with their personal tax advisors prior to buying or selling
shares under the 2002 Employee Stock Option Plan.

   The ordinary income reported under the rules described above, added to the
actual purchase price of the shares, determines the tax basis of the shares
for the purpose of determining capital gain or loss on a sale or exchange of
the shares.

   The Company is entitled to a deduction for amounts taxed as ordinary
income to a participant only to the extent that ordinary income must be
reported upon disposition of shares by the participant before the expiration
of the two-year holding period described above.

RESTRICTIONS ON RESALE

   Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company as that term is defined under the Securities Act.
The Common Stock acquired under the 2002 Employee Stock Option Plan by an
affiliate may be reoffered or resold only pursuant to an effective
registration statement or pursuant to Rule 144 under the Securities Act
or another exemption from the registration requirements of the
Securities Act.


           APPROVAL OF THE 2002 EMPLOYEE STOCK PURCHASE PLAN

 As of November 6, 2002, the majority stockholders of the Company authorized
the 2002 Employee Stock Purchase Plan  (the "2002 Employee Stock Purchase Plan")
and authorized 20,000,000 shares of Common Stock for issuance thereunder. The
following is a summary of principal features of the 2002 Employee Stock
Purchase Plan. The summary, however, does not purport to be a complete
description of all the provisions of the 2002 Employee Stock Purchase Plan .
Any stockholder of the Company who wishes to obtain a copy of the actual plan
document may do so upon written request to the Company's Secretary,
Alan C. Bashforth, at the Company's principal offices at 2059 Springdale Road,
Suite 100, Cherry Hill, New Jersey 08003.

GENERAL

        The Company's 2002 Employee Stock Purchase Plan is designed to
encourage the purchase by participants of shares of Common Stock. The 2002
Employee Stock Purchase Plan is intended to comply with the requirements of
Section 423 of the Code, and to assure the participants of the tax advantages
 provided thereby (and described below in the section entitled "Certain
Federal Income Tax Consequences"). In order for the transfer of stock under
the 2002 Employee Stock Purchase Plan to qualify for this treatment, the 2002
Employee Stock Purchase Plan must be approved by stockholders of the
Company within 12 months of the plan's adoption. A total of 20,000,000 shares
of Common Stock will be authorized for issuance under the 2002 Employee Stock
Purchase Plan.

         The number of shares of Common Stock initially authorized for
issuance under the related 2002 Employee Stock Purchase Plan are subject to
adjustment by the Committee in the event of a recapitalization, stock split,
stock dividend or similar corporate transaction.

ELIGIBILITY

 Subject to certain procedural requirements, all employees of the Company who
have at least one year of service and work more than 30 hours per week will
be eligible to participate in the 2002 Employee Stock Purchase Plan, except
that employees who are "highly compensated" within the meaning of Section
414(q) of the Code and employees who are five percent or more stockholders
of the Company or any subsidiary of the Company will not be eligible to
participate.

- -8-


 Pursuant to the 2002 Employee Stock Purchase Plan, each eligible employee
will be permitted to purchase shares of the Common Stock through regular
payroll deductions (and/or cash payments) in an amount equal to 10% of the
employee's base pay (as elected by the employee) for each payroll period.
Participating employees will be able to purchase shares of Common Stock
with such accumulated payroll deductions (and/or cash payments) at the end
of a semi-annual cycle at a purchase price equal to the lesser of: (i)
85 percent of the fair market value of the Common Stock on the date the
semi-annual cycle begins or (ii) 85 percent of the fair market value of
Common Stock on the date the semi-annual cycle ends. Under the 2002 Employee
Stock Purchase Plan, the fair market value of the shares of the Common Stock
which may be purchased by any employee during any calendar year may not
exceed $25,000.

PURPOSE

 The purpose of the 2002 Employee Stock Purchase Plan is to align employee
and shareholder long-term interests by facilitating the purchase of Common
Stock by employees and to enable employees to develop and maintain significant
ownership of Common Stock. An additional purpose of the 2002 Employee Stock
Purchase Plan is to comply with the requirements of Section 423 of the Code,
and thus to obtain for the participants the tax advantages
provided thereby (described below in the section entitled "Certain Federal
Income Tax Consequences").

ADMINISTRATION

 The 2002 Employee Stock Purchase Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board.  The Board or
its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan.

PARTICIPATION

 Subject to certain procedural requirements, all employees of the Company
who have at least one year of service and work more than 30 hours per week
will be eligible to participate in the 2002 Employee Stock Purchase Plan,
except that employees who are "highly compensated" within the meaning of
Section 414(q) of the Code and employees who are five percent or more
stockholders of the Company or any subsidiary of the Company will not be
eligible to participate. Designations of corporations participating in
the 2002 Employee Stock Purchase Plan may be made from time to time by
the Compensation Committee from among the subsidiary corporations of the
Company, including corporations which become subsidiaries after the
adoption and approval of  the 2002 Employee Stock Purchase Plan.

PURCHASE OF SHARES

 Pursuant to the 2002 Employee Stock Purchase Plan, each eligible employee
will be permitted to purchase shares of the Common Stock through regular
payroll deductions (and/or cash payments) in an aggregate amount equal to
up to 10% of the employee's base pay (as elected by the employee) for
each payroll period. Under the 2002 Employee Stock Purchase Plan, the
fair market value of the shares of Common Stock which may be purchased by
any employee during any calendar year may not exceed $25,000.

- -9-


STOCK PURCHASE PRICE

 Participating employees will be able to purchase shares of Common Stock
with payroll deductions (and/or cash payments) at the end of a semi-annual
cycle at a purchase price equal to the lesser of: (i) 85 percent of the
fair market value of Common Stock on the date the semi-annual cycle begins
or (ii) 85 percent of the fair market value of Common Stock on the date
the semi-annual cycle ends.

NONTRANSFERABLE RIGHT TO PURCHASE

 A right to purchase shares of Common Stock which is granted to a participant
under the 2002 Employee Stock Purchase Plan is not transferable otherwise
than by will or the laws of descent and distribution, and is exercisable,
during the participant's lifetime, only by the participant.

TERM

 No right to purchase shares may be granted under the 2002 Employee Stock
Purchase Plan with respect to any fiscal year after fiscal 2012. Rights to
purchase shares which are granted before or during fiscal 2012, however, may
extend beyond the end of fiscal 2012, and the provisions of the 2002
Employee Stock Purchase Plan will continue to apply thereto.

AMENDMENTS TO OR DISCONTINUANCE OF THE 2002 EMPLOYEE STOCK PURCHASE PLAN

 The Board may from time to time amend or terminate the 2002 Employee Stock
Purchase Plan; provided, however, that (i) no such amendment or termination
may adversely affect the rights of any participant without the consent of
such participant and (ii) to the extent required by Section 423 of the
Code or any other law, regulation or stock exchange rule, no such amendment
shall be effective without the approval of stockholders entitled to vote
thereon. Additionally, the Board may make such amendments as it deems
necessary to comply with applicable laws,rules and regulations.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES
UNDER THE 2002 EMPLOYEE STOCK PURCHASE PLAN.  THIS SUMMARY DOES NOT PURPORT
TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO
TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT
DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR
FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS
ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES.
THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR
REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE 2002 OPTION PLAN
AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

 The 2002 Employee Stock Purchase Plan is intended to qualify as an
"employee stock purchase plan" as  defined in Section 423 of the Code.
Assuming such qualification, a participant will not recognize any taxable
income as a result of participating in the 2002 Employee Stock Purchase Plan,
exercising options granted pursuant to the 2002 Employee Stock Purchase Plan
or receiving shares of Common Stock purchased pursuant to such options.  A
participant may, however, be required to recognize taxable income as
described below.

 If a participant disposes of any share of Common Stock purchased pursuant to
the 2002 Employee Stock Purchase Plan after the later to occur of (i) two years
from the grant date for the related option and (ii) one year after the exercise
date for the related option (such disposition, a "Qualifying Transfer"), or
if he or she dies (whenever occurring) while owning any share purchased under
the 2002 Employee Stock Purchase Plan, the participant generally will
recognize compensation income, for the taxable year in which such disposition
or death occurs, in an amount equal to the lesser of (i) the excess of the
market value of the disposed share at the time of such disposition over its
purchase price, and (ii) 15% of the market value of the disposed share on the
grant date for the option to which such disposed share relates. In the case of
a Qualifying Transfer, (a) the basis of the disposed share will be increased
by an amount equal to the amount of compensation income so recognized, and
(b) the participant will recognize a capital gain or loss, as the case may be,
equal to the difference between the amount realized from the disposition of
the shares and the basis for such shares.

- -10-


         If the participant disposes of any share other than by a Qualifying
Transfer, the participant generally will recognize compensation income in
an amount equal to the excess of the market value of the disposed share on the
date of disposition over its purchase price. In such event, the Company will
be entitled to a tax deduction equal to the amount of compensation income
recognized by the participant. Otherwise, the Company will not be entitled to
any tax deduction with respect to the grant or exercise of options under the
2002 Employee Stock Purchase Plan or the subsequent sale by participants of
shares purchased pursuant to the 2002 Employee Stock Purchase Plan. A transfer
by the estate of the participant of shares purchased by the participant under
the 2002 Employee Stock Purchase Plan has the same federal income tax effects
on the Company as a Qualifying Transfer.

                                 ADDITIONAL INFORMATION

The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2001 and quarterly report on Form 10-QSB for the quarter ended
June 30, 2002 are being delivered to you with this Information Statement.
The Company will furnish a copy of any exhibit thereto or other information
upon request by a stockholder to the Company's principal offices at
Science Dynamics Corporation, 2059 Springdale Road, Suite 100,
Cherry Hill, New Jersey 08003;
Attention: Alan C. Bashforth, Secretary. (856) 424-0068.

                                          By Order of the Board of Directors,

                                          /s/ Alan C. Bashforth

                                          Alan C. Bashforth

                                          Chief Executive Officer

Cherry Hill, New Jersey
November 12, 2002


- -11-


EXHIBIT A

                          CERTIFICATE OF AMENDMENT
                                     TO
                        CERTIFICATE OF INCORPORATION
                                     OF
                        SCIENCE DYNAMICS CORPORATION

The undersigned, being the President and Secretary of SCIENCE DYNAMICS
CORPORATION a corporation existing under the laws of the State of Delaware,
does hereby certify under the seal of the said corporation as follows:

1. The name of the Corporation (hereinafter referred to as the
"Corporation") is Science Dynamics Corporation.  The date of filing the
original Certificate of Incorporation with the Secretary of State of
Delaware was May 24, 1973.  The date of the filing of the First
Certificate of Amendment to the Certificate of Incorporation with the
Secretary of the State of Delaware was October 31, 1980.  The date of
the filing of the Second Certificate of Amendment to the Certificate of
Incorporation with the Secretary of the State of Delaware was
November 25, 1995.  The date of the filing of the Third Certificate of
Amendment to the Certificate of Incorporation with the Secretary of the
State of Delaware was May 23, 1984.  The date of the filing of the Fourth
Certificate of Amendment to the Certificate of Incorporation with the
Secretary of the State of Delaware was July 13, 1987.  The date of the
filing of the Fifth Certificate of Amendment to the Certificate of
Incorporation with the Secretary of the State of Delaware was November 8, 1996.
The date of the filing of the Sixth Certificate of Amendment to the
Certificate of Incorporation with the Secretary of the State of Delaware
was December 15, 1998.

 2.  The certificate of incorporation of the Corporation is hereby amended
by replacing Article Fourth, in its entirety, with the following:

"FOURTH:  The Corporation is authorized to issue two classes of stock.  One
class of stock shall be Common Stock, par value $0.01.  The second class of
 stock shall be Preferred Stock, par value $0.01.  The Preferred Stock, or
any series thereof, shall have such designations, preferences and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof as shall be expressed in the resolution
or resolutions providing for the issue of such stock adopted by the Board of
Directors and may be made dependent upon facts ascertainable outside such
resolution or resolutions of the Board of Directors, provided that the matter
in which such facts shall operate upon such designations, preferences, rights
and qualifications; limitations or restrictions of such class or series of
stock is clearly and expressly set forth in the resolution or resolutions
providing for the issuance of such stock by the Board of Directors.

- -12-


The total number of shares of stock of each class which the Corporation
shall have authority to issue and the par value of each share of each class
of stock are as follows:

          Class       Par Value           Authorized Shares
          -----       ---------           -----------------
          Common      $0.01               200,000,000
          Preferred   $0.01                10,000,000

          Totals:                         210,000,000


3. The amendment of the certificate of incorporation herein certified has
been duly adopted by the unanimous written consent of the Corporation's
Board of Directors and a majority of the Corporation's stockholders in
accordance with the provisions of Sections 141(f), 228 and 242 of the
General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation, as amended, to be signed by Alan C. Bashforth,
its President and Secretary, this ___ day of December, 2002.


                                 SCIENCE DYNAMICS CORPORATION



                                 By:_______________________________
                                 Alan C. Bashforth, President and Secretary


- -13-

EX-99

                     SCIENCE DYNAMICS CORPORATION
                   2002 EMPLOYEE STOCK OPTION PLAN



1. Purposes

This 2002 Stock Option Plan (the "Plan") is intended to attract and
retain the best available personnel for positions with Science
Dynamics Corporation or any of its subsidiary corporations
(collectively, the "Company"), and to provide additional incentive to
such employees and others to exert their maximum efforts toward the
success of the Company.  The above aims will be effectuated through
the granting of certain stock options.  Under the Plan, options may
be granted which are intended to qualify as Incentive Stock Options
("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the
"Code") or which are not ("Non-ISOs") intended to qualify as
Incentive Stock Options thereunder.  The term "subsidiary
corporation" shall, for the purposes of the Plan, be defined in the
same manner as such term is defined in Section 424(f) of the Code and
shall include a subsidiary of any subsidiary.

2. Administration of the Plan

(a)  The Plan shall be administered by the Board of Directors of the
Company (the "Board of Directors"), as the Board of Directors may be
composed from time to time, except as provided in subparagraph (b) of
this Paragraph 2.  The determinations of the Board of Directors under
the Plan, including without limitation as to the matters referred to
in this Paragraph 2, shall be conclusive.  Any determination by a
majority of the members of the Board of Directors at any meeting, or
by written consent in lieu of a meeting, shall be deemed to have been
made by the whole Board of Directors.  Within the limits of the
express provisions of the Plan, the Board of Directors shall have the
authority, in its discretion, to take the following actions under the
Plan:

     (i) to determine the individuals to whom, and the time or times
at which, ISOs to purchase the Company's shares of Common Stock, par
value $.01 per share ("Common Shares"), shall be granted, and the
number of Common Shares to be subject to each ISO,

     (ii) to determine the individuals to whom, and the time or
times at which, Non-ISOs to purchase the Common Shares, shall be
granted, and the number of Common Shares to be subject to each Non-
ISO,

     (iii) to determine the terms and provisions of the respective
stock option agreements granting ISOs and Non-ISOs (which need not be
identical),

     (iv) to interpret the Plan,

     (v) to prescribe, amend and rescind rules and regulations
relating to the Plan, and

     (vi) to make all other determinations and take all other
actions necessary or advisable for the administration of the Plan.
In making such determinations, the Board of Directors may take into
account the nature of the services rendered by such individuals,
their present and potential contributions to the Company's success
and such other factors as the Board of Directors, in its discretion,
shall deem relevant.  An individual to whom an option has been granted
under the Plan is referred to herein as an "Optionee."

(b) Notwithstanding anything to the contrary contained herein, the
Board of Directors may at any time, or from time to time, appoint a
committee (the "Committee") of at least two members of the Board of
Directors, and delegate to the Committee the authority of the Board
of Directors to administer the Plan.  Upon such appointment and
delegation, the Committee shall have all the powers, privileges and
duties of the Board of Directors, and shall be substituted for the
Board of Directors, in the administration of the Plan, except that
the power to appoint members of the Committee and to terminate,
modify or amend the Plan shall be retained by the Board of Directors.
 In the event that any member of the Board of Directors is at any
time not a "disinterested person," as defined in Rule 16b-3(c)(3)(i)
promulgated pursuant to the Securities Exchange Act of 1934, the Plan

- -1-


shall not be administered by the Board of Directors, and may only by
administered by a Committee, all the members of which are
disinterested persons, as so defined.  The Board of Directors may
from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed, may fill
vacancies in the Committee and may discharge the Committee.  A
majority of the Committee shall constitute a quorum and all
determinations shall be made by a majority of its members.  Any
determination reduced to writing and signed by a majority of the
members shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held.  Members of the
Committee shall not be eligible to participate in this Plan.

3. Shares Subject to the Plan

The total number of Common Shares which shall be subject to ISOs and
Non-ISOs granted under the Plan (collectively, "Options") shall be
20,000,000 in the aggregate, subject to adjustment as provided in
Paragraph 8.  The Company shall at all times while the Plan is in
force reserve such number of Common Shares as will be sufficient to
satisfy the requirements of outstanding Options.  The Common Shares
to be issued upon exercise of Options shall in whole or in part be
authorized and unissued or reacquired Common Shares.  The unexercised
portion of any expired, terminated or canceled Option shall again be
available for the grant of Options under the Plan.

4. Eligibility

(a) Subject to subparagraphs (b) and (c) of this Paragraph 4, Options
may be granted to key employees, officers, directors or consultants
of the Company, as determined by the Board of Directors.

(b) An ISO may be granted, consistent with the other terms of the
Plan, to an individual who owns (within the meaning of Sections
422(b)(6) and 424(d) of the Code), more than ten (10%) percent of the
total combined voting power or value of all classes of stock of the
Company or a subsidiary corporation (any such person, a "Principal
Stockholder") only if, at the time such ISO is granted, the purchase
price of the Common Shares subject to the ISO is an amount which
equals or exceeds one hundred ten percent (110%) of the fair market
value of such Common Shares, and such ISO by its terms is not
exercisable more than five (5) years after it is granted.

(c) A director or an officer of the Company who is not also an
employee of the Company and consultants to the Company shall be
eligible to receive Non-ISOs but shall not be eligible to receive
ISOs.

(d) Nothing contained in the Plan shall be construed to limit the
right to the Board of Directors to grant an ISO and Non-ISO
concurrently under a single stock option agreement so long as each
Option is clearly identified as to its status.  Furthermore, if an
Option has been granted under the Plan, additional Options may be
granted from time to time to the Optionee holding such Options, and
Options may be granted from time to time to one or more employees,
officers or directors who have not previously been granted Options.

(e)  To the extent that the grant of an Option results in the
aggregate fair market value (determined at the time of grant) of the
Common Shares (or other capital stock of the Company or any
subsidiary) with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar
year (under all plans of the Company and subsidiary corporation) to
exceed $100,000, such Options shall be treated as a Non-ISO.  The
provisions of this subparagraph (e) of Paragraph 4 shall be construed
and applied in accordance with Section 422(d) of the Code and the
regulations, if any, promulgated thereunder.

5. Terms of Options

The term of each Option granted under the Plan shall be contained in
a stock option agreement between the Optionee and the Company and
such terms shall be determined by the Board of Directors consistent
with the provisions of the Plan, including the following:

- -2-


(a) The purchase price of the Common Shares subject to each ISO shall
not be less than the fair market value (or in the case of the grant
of an ISO to a Principal Stockholder, not less than 110% of fair
market value) of such Common Shares at the time such Option is
granted.  Such fair market value shall be determined by the Board of
Directors and, if the Common Shares are listed on a national
securities exchange or traded on the over-the-counter market, the
fair market value shall be the mean of the highest and lowest trading
prices or of the high bid and low asked prices of the Common Shares
on such exchange, or on the over-the-counter market as reported by
the NASDAQ system or the National Quotation Bureau, Inc., as the case
may be, on the day on which the ISO is granted or, if there is no
trading or bid or asked price on that day, the mean of the highest
and lowest trading or high bid and low asked prices on the most
recent day preceding the day on which the ISO is granted for which
such prices are available.

(b) The purchase price of the Common Shares subject to each Non-ISO
shall not be less than 85% of the fair market value of such Common
Shares at the time such Option is granted.  Such fair market value
shall be determined by the Board of Directors in accordance with
subparagraph (a) of this Paragraph 5.  The purchase price of the
Common Shares subject to each Non-ISO shall be determined at the time
such Option is granted.

(c) The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any,
shall be fixed by the Board of Directors, in its discretion, at the
time such Option is granted.

(d) The expiration of each Option shall be fixed by the Board of
Directors, in its discretion, at the time such Option is granted;
however, unless otherwise determined by the Board of Directors at the
time such Option is granted, an Option shall be exercisable for ten
(10) years after the date on which it was granted (the "Grant Date").
 Each Option shall be subject to earlier termination as expressly
provided in Paragraph 6 hereof or as determined by the Board of
Directors, in its discretion, at the time such Option is granted.

(e) Options shall be exercised by the delivery by the Optionee
thereof to the Company at its principal office, or at such other
address as may be established by the Board of Directors, of written
notice of the number of Common Shares with respect to which the
Option is being exercised accompanied by payment in full of the
purchase price of such Common Shares.  Payment for such Common Shares
may be made (as determined by the Board of Directors) (i) in cash,
(ii) by certified check or bank cashier's check payable to the order
of the Company in the amount of such purchase price, (iii) by a
promissory note issued by the Optionee in favor of the Company in the
amount equal to such purchase price and payable on terms prescribed
by the Board of Directors, which provides for the payment of interest
at a fair market rate, as determined by the Board of Directors, (iv)
by delivery of capital stock to the Company having a fair market
value (determined on the date of exercise in accordance with the
provisions of subparagraph (a) of this Paragraph 5) equal to said
purchase price, or (v) by any combination of the methods of payment
described in clauses (i) through (iv) above.

(f) An Optionee shall not have any of the rights of a stockholder
with respect to the Common Shares subject to his Option until such
shares are issued to him upon the exercise of his Option as provided
herein.

(g) No Option shall be transferable, except by will or the laws of
descent and distribution, and any Option may be exercised during the
lifetime of the Optionee only by him.  No Option granted under the
Plan shall be subject to execution, attachment or other process.

6. Death or Termination of Employment

(a) If employment or other relationship of an Optionee with the
Company shall be terminated voluntarily by the Optionee and without
the consent of the Company or for "Cause" (as hereinafter defined),
and immediately after such termination such Optionee shall not then
be employed by the Company, any Options granted to such Optionee to
the extent not theretofore exercised shall expire forthwith.  For
purposes of the Plan, "Cause" shall mean "Cause" as defined in any

- -3-


employment agreement ("Employment Agreement") between Optionee and
the Company, and, in the absence of an Employment Agreement or in the
absence of a definition of "Cause" in such Employment Agreement,
"Cause" shall mean (i) any continued failure by the Optionee to obey
the reasonable instructions of the President or any member of the
Board of Directors, (ii) continued neglect by the Optionee of his
duties and obligations as an employee of the Company, or a failure to
perform such duties and obligations to the reasonable satisfaction of
the President or the Board of Directors, (iii) willful misconduct of
the Optionee or other actions in bad faith by the Optionee which are
to the detriment of the Company, including without limitation
commission of a felony, embezzlement or misappropriation of funds or
commission of any act of fraud or (iv) a breach of any material
provision of any Employment Agreement not cured within 10 days after
written notice thereof.

(b) If such employment or other relationship shall terminate other
than (i) by reason of death, (ii) voluntarily by the optionee and
without the consent of the Company, or (iii) for Cause, and
immediately after such termination such Optionee shall not then be
employed by the Company, any Options granted to such Optionee may be
exercised at any time within three months after such termination,
subject to the provisions of subparagraph (d) of this Paragraph 6.
After such three-month period, the unexercised Options shall expire.
 For the purposes of the Plan, the retirement of an Optionee either
pursuant to a pension or retirement plan adopted by the Company or on
the normal retirement date prescribed from time to time by the
Company, and the termination of employment as a result of a
disability (as defined in Section 22(e) (3) of the Code) shall be
deemed to be a termination of such Optionee's employment or other
relationship other than voluntarily by the Optionee or for Cause.

(c)  If an Optionee dies (i) while employed by, or engaged in such
other relationship with, the Company or (ii) within three months
after the termination of his employment or other relationship other
than voluntarily by the Optionee and without the consent of the
Company or for Cause, any options granted to such Optionee may be
exercised at any time within twelve months after such Optionee's
death, subject to the provisions of subparagraph (d) of this
Paragraph 6. After the three month period, the unexercised Options
shall expire.

(d)  An Option may not be exercised pursuant to this paragraph 6
except to the extent that the Optionee was entitled to exercise the
Option at the time of termination of employment or such other
relationship, or death, and in any event may not be exercised after
the expiration of the earlier of (i) the term of the option or (ii)
ten (10) years from the date the Option was granted, or five (5)
years from the date an ISO was granted if  the optionee was a
Principal Stockholder at that date.

7. Leave of Absence.

For purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such temporary employment
by the United States or any state government) shall be considered as
remaining in the employ of the Company for 90 days or such longer
period as shall be determined by the Board of Directors.

8. Option Adjustments.

(a)  The aggregate number and class of shares as to which Options may
be granted under the Plan, the number and class shares covered by
each outstanding Option and the exercise price per share thereof (but
not the total price), and all such Options, shall each be
proportionately adjusted for any increase decrease in the number of
issued Common Shares resulting from split-up spin-off or
consolidation of shares or any like Capital adjustment or the payment
of any stock dividend.

(b)  Except as provided in subparagraph (c) of this Paragraph 8, upon
a merger, consolidation, acquisition of property or stock,
separation, reorganization (other than a merger or reorganization of
the Company in which the holders of Common Shares immediately prior
to the merger or reorganization have the same proportionate ownership
of Common Shares in the surviving corporation immediately after the
merger or reorganization) or liquidation of the Company, as a result
of which the stockholders of the Company receive cash, stock or other
property in exchange for their Common Shares, any Option granted
hereunder shall terminate, but, provided that the Optionee shall have
the right immediately prior to any such merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation to exercise his Option in whole or in part whether or not
the vesting requirements set forth in the stock option agreement have
been satisfied.

- -4-


(c)  If the stockholders of the Company receive capital stock of
another corporation ("Exchange Stock") in exchange for their Common
Shares in any transaction involving a merger, consolidation,
acquisition of property or stock, separation or reorganization (other
than a merger or reorganization of the Company in which the holders
of Common Shares immediately prior to the merger or reorganization
have the same proportionate ownership of Common Shares in the
surviving corporation immediately after the merger or
reorganization), all options granted hereunder shall terminate in
accordance with the provision of subparagraph (b) of this Paragraph 8
unless the Board of Directors and the corporation issuing the Exchange
Stock in their sole and arbitrary discretion and subject to any
required action by the stockholders of the Company and such
corporation, agree that all such Options granted hereunder are
converted into options to purchase shares of Exchange Stock.  The
amount and price of such options shall be determined by adjusting
the amount and price of the Options granted hereunder in the same
proportion as used for determining the number of shares of Exchange
Stock the holders of the Common Shares receive in such merger,
consolidation, acquisition of property or stock, separation or
reorganization. The vesting schedule set forth in the stock option
agreement shall continue to apply to the options granted for the
Exchange Stock.

(d)   All adjustments pursuant to this Paragraph 8 shall be made by
the Board of Directors and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and
conclusive.

9. Further Conditions of Exercise.

(a)  Unless prior to the exercise of an Option the Common Shares
issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange  Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), and
there is then in effect a prospectus filed as part of such
registration statement meeting the Requirements of Section 10(a)(3)
of the Securities Act, the notice of exercise with respect to such
Option shall be accompanied by a representation or agreement of the
individual exercising the Option to the Company to the effect that
such shares are being acquired for investment only and not with a
view to the resale or distribution thereof, or such other,
documentation as may be required by the Company, unless, in the
opinion of counsel to the Company, such representation,
agreement or documentation is not necessary to comply with the
Securities Act.

(b)  Anything in the Plan to the contrary notwithstanding, the
Company shall not be obligated to issue or sell any Common Shares
until they have been listed on each securities exchange on which the
Common Shares may then be listed and until and unless, in the opinion
of counsel to the Company, the Company may issue such shares pursuant
to a qualification or an effective registration statement, or an
exemption from registration, under such state and federal laws, rules
or regulations as such counsel may deem applicable. The Company shall
use reasonable efforts to effect such listing, qualification and
registration, as the case may be.

10. Termination, Modification and Amendment

(a)  The Plan (but not Options previously granted under the Plan)
shall terminate ten (10) years from the earlier of the date of its
adoption by the Board of Directors or the date on which the Plan is
approved by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company entitled to vote
thereon, and no Option shall be granted after termination of the
Plan.

(b)  The Plan may at any time be terminated and from time to time be
modified or amended by the affirmative vote of the holders of a
majority of the outstanding shares of the capital stock of the
Company present, or represented, and entitled to vote at a meeting
duly held in accordance with the applicable laws of the State of
Delaware.

- -5-



(c)  The Board of Directors of the Company may at any time terminate
the Plan or from time to time make such modifications or amendments
of the Plan as it may deem advisable; provided, however, that the
Board of Directors shall not (i) modify or amend the Plan in any way
that would disqualify any ISO issued pursuant to the Plan as an
Incentive Stock Option or (ii) without approval by the affirmative
vote of the holders of a majority of the outstanding shares of the
capital stock of the Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the applicable laws of
 the State of Delaware, increase (except as provided by Paragraph 8)
the maximum number of Common Shares as to which Options may be
granted under the Plan or change the class of persons eligible to
Options under the Plan.

(d)  No termination, modification or amendment of the Plan may
adversely affect the rights conferred by any Options the consent of
the Optionee thereof.

11. Effectiveness of the Plan

The Plan shall become effective upon adoption by the Board of
Directors. The Plan shall be subject to approval by the affirmative
vote of the holders of a majority of the outstanding shares of the
capital stock of the Company entitled to vote thereon within one year
following adoption of the Plan by the Board of Directors, and all
Options granted prior to such approval shall be subject thereto. In
the event such approval is withheld, the Plan and all Options which
may have been granted thereunder shall become null and void.

12. Not a Contract of Employment

Nothing contained in the Plan or in any stock option agreement
executed pursuant hereto shall be deemed to confer upon any
individual to whom an Option is or may be granted hereunder any right
to remain in the employ of, or in another relationship with, the
relationship with, the Company.

13. Miscellaneous

(a)  Nothing contained in the Plan or in any stock option agreement
executed pursuant hereto shall be deemed to confer upon any
individual to whom an Option is or may be granted hereunder any right
to remain in the employ of, or other relationship with, the Company.

(b)  If an Option has been granted under the Plan, additional Options
may be granted from time to time to the Optionee, and Options may be
granted from time to time to one or more individuals who have not
previously been granted options.

(c)  Nothing contained in the Plan shall be construed to limit the
right of the Company to grant options otherwise than under the Plan
in connection with the acquisition of the business and assets of any
corporation, firm, person or association, including options granted
to employees thereof who become employees of the Company, nor shall
the provisions of the Plan be to limit the right of the Company to
grant options Otherwise than under the Plan for other proper
corporate purposes.

(d)  The Company shall have the right to require the Optionee to pay
the Company the cash amount of any taxes the Company is required to
withhold in connection with the exercise of an Option.

(e)  No award under this Plan shall be taken into account in
determining an Optionee's compensation for purposes of an employee
benefit plan of the Company.

- -6-

EX-99

                      SCIENCE DYNAMICS CORPORATION

                    2002 EMPLOYEE STOCK PURCHASE PLAN


1. Purpose.

The purpose of the Plan is to provide eligible Employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions and to
enhance such Employees' sense of participation in the affairs of the
Company and its Designated Subsidiaries.  It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986.  The provisions
of the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.

2. Definitions.

  a. Board shall mean the Board of Directors of the Company.
  b. Business Day shall mean any day on which the OTC Bulletin Board is
     open for trading.
  c. Code shall mean the Internal Revenue Code of 1986, as amended.
  d. Common Stock shall mean the Common Stock of the Company.
  e. Company shall mean Science Dynamics Corporation, a Delaware
     corporation, and any Designated Subsidiary of the Company.
  f. Compensation shall mean gross earnings and commissions, exclusive of
     payments for overtime, shift premium, incentive compensation,
     incentive payments, bonuses and other compensation.
  g. Designated Subsidiary shall mean any Subsidiary which has been
     designated by the Board from time to time in its sole discretion as
     eligible to participate in the Plan.
  h. Employee shall mean any individual who is an Employee of the Company
     for tax purposes whose customary employment with the Company is at
     least thirty (30) hours per week and more than five (5) months in any
     calendar year.  For purposes of the Plan, the employment relationship
     shall be treated as continuing intact while the individual is on sick
     leave or other leave of absence approved by the Company.  Where the
     period of leave exceeds 90 days and the individual's right to
     reemployment is not guaranteed either by statute or by contract, the
     employment relationship shall be deemed to have terminated on the
     91st day of such leave.
  i. Enrollment Date shall mean the first day of each Offering Period.
  j. Exercise Date shall mean the last day of each Offering Period.
  k. Fair Market Value shall mean, as of any date, the value of Common
     Stock determined as follows:

     (i) If the Common Stock is listed on any established stock exchange
         or a national market system, including without limitation the
         Nasdaq National Market, The Nasdaq SmallCap Market of The Nasdaq
         Stock Market or the OTC Bulletin Board, its Fair Market Value
         shall be the closing sales price for such stock (or the closing
         bid, if no sales were reported) as quoted on such exchange or
         system for the last market trading day on the date of such
         determination, as reported in The Wall Street Journal or such
         other source as the Board deems reliable, or;

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    (ii) If the Common Stock is regularly quoted by a recognized
         securities dealer but selling prices are not reported, its Fair
         Market Value shall be the mean of the closing bid and asked
         prices for the Common Stock on the date of such determination,
         as reported in The Wall Street Journal or such other source as
         the Board deems reliable, or;

   (iii) In the absence of an established market for the Common Stock,
         the Fair Market Value thereof shall be determined in good faith
         by the Board.

l. Offering Period shall mean a period of approximately six (6) months
   during which an option granted pursuant to the Plan may be exercised,
   commencing on the first Trading Day on or after September 1st and
   terminating on the last Trading Day in the period ending the
   following February 28th, or commencing on the first Trading Day on or
   after March 1st and terminating on the last Trading Day in the period
   ending the following August 31st; provided, however, that the first
   Offering Period under the Plan shall commence with the first Trading
   Day on or after the date on which the Securities and Exchange
   Commission declares the Company's Registration Statement effective
   and ending on the last Trading Day on or before February 28th.  The
   duration of Offering Periods may be changed pursuant to Section 4 of
   this Plan.
m. Plan shall mean this Employee Stock Purchase Plan.
n. Purchase Price shall mean an amount equal to 85% of the Fair Market
   Value of a share of Common Stock on the Enrollment Date or on the
   Exercise Date, whichever is lower; provided, however, that the
   Purchase Price may be adjusted by the Board pursuant to Section 21.
o. Reserves shall mean the number of shares of Common Stock covered by
   each option under the Plan which have not yet been exercised and the
   number of shares of Common Stock which have been authorized for
   issuance under the Plan but not yet placed under option.
p. Subsidiary shall mean a corporation, domestic or foreign, of which
   not less than 50% of the voting shares are held by the Company or a
   Subsidiary, whether or not such corporation now exists or is
   hereafter organized or acquired by the Company or a Subsidiary.
q. Trading Day shall mean a day on which national stock exchanges and
   the Nasdaq System are open for trading.

3. Limitations on Stock to be Purchased.

Any Employee of the Company on a given Enrollment Date shall be eligible
to participate in the Plan except as follows:

 (i) to the extent that, immediately after the grant, such Employee
     (or any other person whose stock would be attributed to such
     Employee pursuant to Section 424(d) of the Code) would own
     capital stock of the Company and/or hold outstanding options to
     purchase such stock possessing five percent (5%) or more of the
     total combined voting power or value of all classes of the
     capital stock of the Company or of any Subsidiary, or

(ii) to the extent that his or her rights to purchase stock under all
     employee stock purchase plans of the Company and its subsidiaries
     accrues at a rate which exceeds Twenty-Five Thousand Dollars
     ($25,000) worth of stock (determined at the Fair Market Value of
     the shares at the time such option is granted) for each calendar
     year in which such option is outstanding at any time.

(iii)in no event shall an Employee be permitted to purchase during
     each Offering Period more than [    ] shares (subject to any
     adjustment pursuant to Section 21 below).

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(iv) Employees who are not employed by the Company or Designated
Subsidiaries prior to the beginning of such Enrollment Date.

(v)	if the number of Common Stock to be purchased on an Exercise Date
by all Employees participating in this Plan exceeds the number of
shares then available for issuance under this Plan, then the
Company will make a pro rata allocation of the remaining shares
in as uniform a manner as shall be reasonably practicable and as
the Board shall determine to be equitable.

4. Offering Periods.

The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first Trading Day on or after
September 1 and March 1 each year, or on such other date as the Board
shall determine, and continuing thereafter until terminated in
accordance with Section 21 hereof; provided, however, that the first
Offering Period under the Plan shall commence with the first Trading Day
on or after the date on which the Securities and Exchange Commission
declares the Company's Registration Statement effective and ending on
the last Trading Day on or before February 28th. The Board shall have
the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without
stockholder approval if such change is announced at least five (5)
Business Days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.

5. Participation.

  a. An eligible Employee may become a participant in an Offering Period
     under the Plan by completing an Enrollment Form and a Subscription
     Agreement authorizing payroll deductions in the form of Exhibit A and
     Exhibit B to this Plan and filing it with the Company's Human
     Resources Department no later than five (5) Business Days prior to the
     applicable Enrollment Date.

  b. Once an Employee becomes a participant in an Offering Period, such
     Employee will automatically participate in the subsequent Offering
     Period unless the Employee withdraws or is deemed to withdraw from
     this Plan or terminates further participation in the Offering Period
     as set forth in Section 10 below.

  c. Payroll deductions for a participant shall commence on the first
     payroll following the Enrollment Date and shall end on the last
     payroll in the Offering Period to which such authorization is
     applicable, unless sooner terminated by the participant as provided
     in Section 10 hereof.

6. Payroll Deductions.

  a. At the time a participant files his or her Subscription Agreement, he
     or she shall elect to have payroll deductions made on each pay day
     during the Offering Period in an amount not exceeding ten percent
     (10%) of the Compensation which he or she receives on each pay day
     during the Offering Period.

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  b. All payroll deductions made for a participant shall be credited to
     his or her account under the Plan and shall be withheld in one
     percent (1%) increments only.  A participant may not make any
     additional payments into such account.

  c. A participant may discontinue his or her participation in the Plan as
     provided in Section 10 hereof, or may increase or decrease the rate
     of his or her payroll deductions during the Offering Period by
     completing or filing with the Company a new Subscription Agreement
     authorizing a change in payroll deduction rate.  The Board may, in
     its discretion, limit the number of participation rate changes during
     any Offering Period.  The change in rate shall be effective with the
     first full payroll period following five (5) Business Days after the
     Company's receipt of the new Subscription Agreement unless the
     Company elects to process a given change in participation more
     quickly.  A participant's Subscription Agreement shall remain in
     effect for successive Offering Periods unless terminated as provided
     in Section 10 hereof.

  d. Notwithstanding the foregoing, to the extent necessary to comply with
     Section 423(b)(8) of the Code and Section 3(b) hereof, a
     participant's payroll deductions may be decreased to zero percent
     (0%) at any time during an Offering Period.  Payroll deductions shall
     recommence at the rate provided in such participant's Subscription
     Agreement at the beginning of the first Offering Period which is
     scheduled to end in the following calendar year, unless terminated by
     the participant as provided in Section 10 hereof.

  e. At the time the option is exercised, in whole or in part, or at the
     time some or all of the Company's Common Stock issued under the Plan
     is disposed of, the participant must make adequate provision for the
     Company's federal, state, provincial, or other tax-withholding
     obligations, if any, which arise upon the exercise of the option or
     the disposition of the Common Stock.  At any time, the Company may,
     but shall not be obligated to withhold from the participant's
     Compensation the amount necessary for the Company to meet applicable
     withholding obligations, including any withholding required to make
     available to the Company any tax deductions or benefits attributable
     to sale or early disposition of Common Stock by the Employee.

7. Grant of Option.

On the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to
purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company's Common Stock
determined by dividing:

   (a) the Employee's payroll deductions accumulated prior to such
       Exercise Date and retained in the Participant's account as of
       the Exercise Date by

   (b) the lesser of (i) eighty-five percent (85%) of the Fair
       Market Value of the Common Stock on the Enrollment Date, and
       (ii) eighty-five percent (85%) of the Fair Market Value of
       the Common Stock on the Exercise Date.

Exercise of the option shall occur as provided in Section 8 hereof,
unless the participant has withdrawn pursuant to Section 10 hereof.  The
Option shall expire on the last day of the Offering Period.

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8. Exercise of Option.

Unless a participant withdraws from the Plan as provided in Section 10
hereof, his or her option for the purchase of shares shall be exercised
automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his
or her account.  No fractional shares shall be purchased; any payroll
deductions accumulated in a participant's account which are not
sufficient to purchase a full share shall be retained in the
participant's account for the subsequent Offering Period, subject to
earlier withdrawal by the participant as provided in Section 10 hereof.
Any other monies left over in a participant's account after the Exercise
Date shall be returned to the participant.  During a participant's
lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.

9. Delivery.

As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, the shares purchased upon exercise of his
or her option.

10. Withdrawal.

  a. A participant may withdraw all but not less than all the payroll
     deductions credited to his or her account and not yet used to
     exercise his or her option under the Plan at any time by giving
     written notice to the Company in the form of Exhibit C to this Plan.
     All of the participant's payroll deductions credited to his or her
     account shall be paid to such participant promptly after receipt of
     notice of withdrawal and such participant's option for the Offering
     Period shall be automatically terminated, and no further payroll
     deductions for the purchase of shares shall be made for such Offering
     Period.  If a participant withdraws from an Offering Period, payroll
     deductions shall not resume at the beginning of the succeeding
     Offering Period unless the participant delivers to the Company a new
     Subscription Agreement.

  b. A participant's withdrawal from an Offering Period shall not have any
     effect upon his or her eligibility to participate in any similar plan
     which may hereafter be adopted by the Company or in succeeding
     Offering Periods which commence after the termination of the Offering
     Period from which the participant withdraws.

 11. Termination of Employment.

Upon a participant's ceasing to be an Employee for any reason, he or she
shall be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 15 hereof, and such
participant's option shall be automatically terminated.

12. Interest.

No interest shall accrue on the payroll deductions of a participant in
the Plan.

13. Stock.

 a. Subject to adjustment upon changes in capitalization of the Company
    as provided in Section 20 hereof, the maximum number of shares of the
    Company's Common Stock which shall be made available for sale under
    the Plan shall be twenty million (20,000,000) shares.

b. The participant shall have no interest or voting right in shares
   covered by his option until such option has been exercised.

c. Shares to be delivered to a participant under the Plan shall be
   registered in the name of the participant or in the name of the
   participant and his or her designee (please note that if resident in
   the United States and you name someone other than your spouse, you
   will cause a "disqualifying disposition" of the shares and you will
   be deemed to have received ordinary income in the amount that the
   Fair Market Value of the shares on the date of purchase was greater
   than the amount you paid for the shares).

14. Administration.

The Plan shall be administered by the Board or a committee of members of
the Board appointed by the Board.  The Board or its committee shall have
full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility and to adjudicate
all disputed claims filed under the Plan.  Every finding, decision and
determination made by the Board or its committee shall, to the full
extent permitted by law, be final and binding upon all parties.

15. Designation of Beneficiary.

 a. A participant may file a written designation of a beneficiary who is
    to receive any shares and cash, if any, from the participant's
    account under the Plan in the event of such participant's death
    subsequent to an Exercise Date on which the option is exercised but
    prior to delivery to such participant of such shares and cash.  In
    addition, a participant may file a written designation of a
    beneficiary who is to receive any cash from the participant's account
    under the Plan in the event of such participant's death prior to
    exercise of the option.

 b. Such designation of beneficiary may be changed by the participant at
    any time by written notice.  In the event of the death of a
    participant and in the absence of a beneficiary validly designated
    under the Plan who is living at the time of such participant's death,
    the Company shall deliver such shares and/or cash to the executor or
    administrator of the estate of the participant, or if no such
    executor or administrator has been appointed (to the knowledge of the
    Company), the Company, in its discretion, may deliver such shares
    and/or cash to the spouse or to any one or more dependents or
    relatives of the participant, or if no spouse, dependent or relative
    is known to the Company, then to such other person as the Company may
    designate.

16. Transferability.

Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares
under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant.
Any such attempt at assignment, transfer, pledge or other disposition
shall be without effect, except that the Company may treat such act as
an election to withdraw funds from an Offering Period in accordance with
Section 10 hereof.

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17. Use of Funds.

All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions.

18. Reports.

Individual accounts shall be maintained for each participant in the
Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

19. Equal Rights and Privileges.

All eligible Employees shall have equal rights and privileges with
respect to this Plan so that this Plan qualifies as an "employee stock
purchase plan" within the meaning of Section 423 or any successor
provision of the Code and the related regulations.  Any provision of
this Plan which is inconsistent with Section 423 or any successor
provision of the Code shall, without further act or amendment by the
Company, or the Board, be reformed to comply with the requirements of
Section 423.  This Section 19 shall take precedence over all other
provision in this Plan.

20. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.

 a. Changes in Capitalization.

    Subject to any required action by the stockholders of the Company,
    the Reserves, the maximum number of shares each participant may
    purchase per Offering Period (pursuant to Section 7), as well as the
    price per share and the number of shares of Common Stock covered by
    each option under the Plan which has not yet been exercised shall be
    proportionately adjusted for any increase or decrease in the number
    of issued shares of Common Stock resulting from a stock split,
    reverse stock split, stock dividend, combination or reclassification
    of the Common Stock, or any other increase or decrease in the number
    of shares of Common Stock effected without receipt of consideration
    by the Company; provided, however, that conversion of any convertible
    securities of the Company shall not be deemed to have been "effected
    without receipt of consideration".  Such adjustment shall be made by
    the Board, whose determination in that respect shall be final,
    binding and conclusive.  Except as expressly provided herein, no
    issuance by the Company of shares of stock of any class, or
    securities convertible into shares of stock of any class, shall
    affect, and no adjustment by reason thereof shall be made with
    respect to, the number or price of shares of Common Stock subject to
    an option.

- -7-


 b. Dissolution or Liquidation.

    In the event of the proposed dissolution or liquidation of the
    Company, the Offering Period then in progress shall be shortened by
    setting a new Exercise Date (the "New Exercise Date"), and shall
    terminate immediately prior to the consummation of such proposed
    dissolution or liquidation, unless provided otherwise by the Board.
    The New Exercise Date shall be before the date of the Company's
    proposed dissolution or liquidation.  The Board shall notify each
    participant in writing, at least ten (10) Business Days prior to the
    New Exercise Date, that the Exercise Date for the participant's
    option has been changed to the New Exercise Date and that the
    participant's option shall be exercised automatically on the New
    Exercise Date, unless prior to such date the participant has
    withdrawn from the Offering Period as provided in Section 10 hereof.

 c. Merger or Asset Sale.

    In the event of a proposed sale of all or substantially all of the
    assets of the Company, or the merger of the Company with or into
    another corporation, each outstanding option shall be assumed or an
    equivalent option substituted by the successor corporation or a
    Parent or Subsidiary of the successor corporation.  In the event that
    the successor corporation refuses to assume or substitute for the
    option, the Offering Period then in progress shall be shortened by
    setting a new Exercise Date (the "New Exercise Date").  The New
    Exercise Date shall be before the date of the Company's proposed sale
    or merger.  The Board shall notify each participant in writing, at
    least ten (10) Business Days prior to the New Exercise Date, that the
    Exercise Date for the participant's option has been changed to the
    New Exercise Date and that the participant's option shall be
    exercised automatically on the New Exercise Date, unless prior to
    such date the participant has withdrawn from the Offering Period as
    provided in Section 10 hereof.

21. Amendment or Termination.

 a. The Board of Directors of the Company may at any time and for any
    reason terminate or amend the Plan. Except as provided in Section 20
    hereof, no such termination can affect options previously granted,
    provided that an Offering Period may be terminated by the Board of
    Directors on any Exercise Date if the Board determines that the
    termination of the Offering Period or the Plan is in the best
    interests of the Company and its stockholders.  Except as provided in
    Section 20 and Section 21 hereof, no amendment may make any change in
    any option theretofore granted which adversely affects the rights of
    any participant. To the extent necessary to comply with Section 423
    of the Code (or any other applicable law, regulation or stock
    exchange rule), the Company shall obtain shareholder approval in such
    a manner and to such a degree as required.

 b. Without stockholder consent and without regard to whether any
    participant rights may be considered to have been "adversely
    affected," the Board (or its committee) shall be entitled to change
    the Offering Periods, limit the frequency and/or number of changes in
    the amount withheld during an Offering Period, establish the exchange
    ratio applicable to amounts withheld in a currency other than U.S.
    dollars, permit payroll withholding in excess of the amount
    designated by a participant in order to adjust for delays or mistakes
    in the Company's processing of properly completed withholding
    elections, establish reasonable waiting and adjustment periods and/or
    accounting and crediting procedures to ensure that amounts applied
    toward the purchase of Common Stock for each participant properly
    correspond with amounts withheld from the participant's Compensation,
    and establish such other limitations or procedures as the Board (or
    its committee) determines in its sole discretion advisable which are
    consistent with the Plan.

- -8-


c.  In the event the Board determines that the ongoing operation of the
    Plan may result in unfavorable financial accounting consequences, the
    Board may, in its discretion and, to the extent necessary or
    desirable, modify or amend the Plan to reduce or eliminate such
    accounting consequence including, but not limited to:

     (i) altering the Purchase Price for any Offering Period including
         an Offering Period underway at the time of the change in
         Purchase Price;
    (ii) shortening any Offering Period so that Offering Period ends
         on a new Exercise Date, including an Offering Period underway
         at the time of the Board action; and
   (iii) allocating shares.

    Such modifications or amendments shall not require stockholder approval or
    the consent of any Plan participants.

22. Notices.

All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.

23. Conditions Upon Issuance of Shares.

Shares shall not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of
any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable
provisions of law.

24. Term of Plan.

The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the stockholders
of the Company. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 21 hereof.

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