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
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Name: Paul Burgess
Title: President
LAURUS MASTER FUND, LTD.
By:__________________
Name:
Title: