SCIENCE DYNAMICS CORPORATION

                             SUBSCRIPTION AGREEMENT





         SUBSCRIPTION  AGREEMENT (this "AGREEMENT") made as of the last date set

forth on the signature  page hereof  between  Science  Dynamics  Corporation,  a

Delaware  corporation  with  offices  located at 7150 N. Park Drive,  Suite 500,

Pennsauken,   New  Jersey  08109  (the  "COMPANY"),  and  the  undersigned  (the

"SUBSCRIBER").



         WHEREAS,  pursuant to Section 4(2) of the  Securities  Act of 1933,  as

amended (the "SECURITIES ACT"), and Rule 506 promulgated thereunder, the Company

desires to sell up to  $2,000,000  of units (the  "UNITS") of the Company,  in a

private  placement  (the "PRIVATE  PLACEMENT")  on the terms and  conditions set

forth herein;



         WHEREAS,  each Unit  shall  have a  subscription  price of $6.00 and is

comprised  of: (i) one hundred  shares of the Company's  common stock,  $.01 par

value per share ("COMMON STOCK"), and (ii) a warrant to purchase fifty shares of

Common Stock with an exercise price of $0.12 per share, exercisable for a period

of five years,  in the form  attached  hereto as Exhibit A (each a "WARRANT" and

collectively,  the  "WARRANTS")  (the Common Stock,  the Warrants and the Common

Stock issuable upon exercise of the Warrants are sometimes collectively referred

to herein as the "SECURITIES"; and



         WHEREAS,  the  Subscriber  desires to purchase that number of Units set

forth on the signature page hereof on the terms and conditions  hereinafter  set

forth.



         NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants hereinafter set forth, the parties hereto do hereby agree as follows:



         I.       SUBSCRIPTION FOR SECURITIES; PURCHASE PRICE AND CLOSING



                  In   consideration   of  and  in  express  reliance  upon  the

representations,  warranties, covenants, terms and conditions of this Agreement,

the Subscriber hereby irrevocably subscribes for and agrees to purchase from the

Company such number of Units,  and the Company  agrees to sell to the Subscriber

such number of Units, as is set forth on the signature page hereof.  The closing

of the purchase and sale of the Units under this  Agreement  shall take place at

the offices of the Company (the "CLOSING") at 10:00 a.m. on April 28, 2006 or at

such time and on such date as the  Subscriber and the Company may agree upon. At

the  Closing,  the  Company  shall  deliver  or  cause to be  delivered  to each

Subscriber:  (a)  a  certificate  registered  in  the  name  of  the  Subscriber

representing  the number of shares of Common Stock as is set forth  opposite the

name of such Subscriber on the signature page hereof;  (b) a Warrant  registered

in the name of the  Subscriber to purchase such number of shares of Common Stock

as is set forth  opposite  the name of such  Subscriber  on the  signature  page

hereof;  and (c) a copy of this  Agreement  countersigned  by the  Company.  The

Closing is expressly  conditioned upon the Company signing and delivering a copy

of this Agreement to the Subscriber.



         II.      REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER



                  The Subscriber represents, warrants and agrees as follows:



                                       1

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                  2.1 RELIANCE ON EXEMPTIONS.  The Subscriber  acknowledges that

the Private  Placement has not been reviewed by the United States Securities and

Exchange  Commission  (the  "COMMISSION")  or any  state  agency  because  it is

intended to be a nonpublic transaction exempt from the registration requirements

of the Securities Act and state securities laws. The Subscriber understands that

the  Company is relying  upon the truth and  accuracy  of, and the  Subscriber's

compliance with, the representations,  warranties,  agreements,  acknowledgments

and  understandings of the Subscriber set forth herein in order to determine the

availability of such exemption and the eligibility of the Subscriber to purchase

the Securities.



                  2.2 INVESTMENT  PURPOSE.  The Subscriber  represents  that the

Securities are being purchased for its own account, for investment purposes only

and  not  for   distribution  or  resale  to  others  in  contravention  of  the

registration  requirements of the Securities Act. The Subscriber  agrees that it

will not sell or otherwise  transfer the  Securities  unless they are registered

under the  Securities  Act or  unless an  exemption  from such  registration  is

available.



                  2.3  ACCREDITED  INVESTOR.   The  Subscriber   represents  and

warrants that it is an "accredited investor" as such term is defined in Rule 501

of Regulation D  promulgated  under the  Securities  Act, and that it is able to

bear the economic  risk of any  investment  in the  Securities.  The  Subscriber

represents that if an individual,  he has adequate means of providing for his or

her current  needs and  personal  and family  contingencies  and has no need for

liquidity in this investment in the Securities.  The Subscriber has no reason to

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