SCHEDULE 14C
                                (RULE 14C-101)

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

Check the appropriate box:
[X] Preliminary Information Statement
[ ] 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
                                                 August ___, 2002

     This information statement has been mailed on or about August
__, 2002 to the stockholders of record on August __, 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 as of August
__, 2002.  The actions to be taken pursuant to the written consent shall
be taken on or about September __, 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
AUGUST ____, 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 August
__, 2002, in lieu of a special meeting of the stockholders.  Such action
will be taken on or about September __, 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 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 40,909,390 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 August __, 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 September __, 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

On August __, 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 40,783,590 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.

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.

- -4-


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

 On August __, 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 __, 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.

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.

- -5-


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.

   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.

- -7-


   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

 On August __, 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.

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.


- -9-


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.

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         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
August __, 2002

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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.

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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 September, 2002.


                                SCIENCE DYNAMICS CORPORATION



                                By:_______________________________
                                Alan C. Bashforth, President and Secretary


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