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

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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:

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(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

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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.

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(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.

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(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.

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