SECOND OMNIBUS AMENDMENT TO CONVERTIBLE NOTES AND RELATED
    SUBSCRIPTION AGREEMENTS OF SCIENCE DYNAMICS CORPORATION ISSUED TO LAURUS
                                MASTER FUND, LTD.


     This Second Omnibus Amendment (this "Amendment"),  dated as of February 10,
2005, is entered into by and between SCIENCE  DYNAMICS  CORPORATION,  a Delaware
corporation  (the  "Company")  and LAURUS  MASTER FUND,  LTD., a Cayman  Islands
company  ("Laurus") for the purpose of amended the terms of (i) the  Convertible
Note, dated August 20, 2001 (as amended,  modified or supplemented  from time to
time,  the  "August  20,  2001  Note")  issued  in the  initial  face  amount of
$270,000.00  by the  Company to Laurus and the  Subscription  Agreement  related
thereto (the "August 2001 Subscription  Agreement"),  (ii) the Convertible Note,
dated February 20, 2002 (as amended, modified or supplemented from time to time,
the "February  20, 2002 Note") issued in the initial face amount of  $131,500.00
by the Company to Laurus and the  Subscription  Agreement  related  thereto (the
"February 2002 Subscription Agreement"), (iii) the Convertible Note, dated March
25, 2002 (as amended, modified or supplemented from time to time, the "March 25,
2002 Note") issued in the initial face amount of  $147,380.00  by the Company to
Laurus  and  the  Subscription   Agreement  related  thereto  (the  "March  2002
Subscription Agreement"),  and (iv) the Convertible Note, dated July 3, 2002 (as
amended, modified or supplemented from time to time, the "July 3, 2002 Note" and
together with the August 20, 2001 Note, the February 20, 2002 Note and the March
25, 2002 Note,  the  "Notes",  and each,  a "Note")  issued in the initial  face
amount of  $105,000.00 by the Company to Laurus and the  Subscription  Agreement
related thereto (the "July 2002 Subscription  Agreement",  and together with the
August 2001 Subscription Agreement, the February 2002 Subscription Agreement and
the March 2002 Subscription Agreement, the "Subscription Agreements",  and each,
a "Subscription  Agreement").  Capitalized terms used herein without  definition
shall have the meanings  ascribed to such terms in the  Subscription  Agreements
and the Notes, as applicable.

     WHEREAS,  the Company and Laurus have agreed to make certain changes to the
Notes and the Subscription Agreements as set forth herein; and

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

     1.  Section  2.1 of each Note is hereby  amended  by  deleting  clause  (b)
appearing  therein in their  entirety and  inserting  the  following new Section
2.1(b) in lieu thereof:

          "(b) For purposes hereof, the "Conversion Price" shall mean $0.05.


     2. Section 9.3 of each Subscription Agreement is hereby amended by deleting
the  percentage  "9.0%" in each  instance  appearing  therein and  inserting the
percentage "9.8%" in each case in lieu thereof.

Notwithstanding  Section  9.3 of each  Subscription  Agreement,  Laurus  and the
Company hereby agree that multiple  conversions may occur on the same Conversion
Date  provided  that Laurus  shall not  beneficially  hold more than 9.8% of the
outstanding shares of Common Stock of the Company at any time.

     3. This  Amendment  shall be effective as of the date of the  execution and
delivery of this Amendment by each of the Company and Laurus.

     4. Except as specifically  set forth in this Amendment,  there are no other
amendments to the Notes, and all of the other forms, terms and provisions of the
Notes shall remain in full force and effect.

     5. The Company hereby represents and warrants to Laurus that as of the date
hereof all representations, warranties and covenants made by Company and/or each
of its Subsidiaries,  as the case may be, in connection with the Notes are true,
correct  and  complete  and  all of  Company's  and its  Subsidiaries'  covenant
requirements have been met.

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


     IN  WITNESS  WHEREOF,  each of the  Company  and  Laurus  has  caused  this
Amendment to be signed in its name as of this 10th day of February 2005.


                                                   SCIENCE DYNAMICS CORPORATION


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



                                                     LAURUS MASTER FUND, LTD.


                                                     By:__________________
                                                     Name:
                                                     Title: