EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT

This  Executive  Employment  Agreement  Amendment   ("Agreement")  is  made  and
effective  upon  the  close  of the  acquisition  of  SMEI by  Science  Dynamics
Corporation., by and between Science Dynamics Corp. ("Company") and Paul Burgess
("Executive").

NOW, THEREFORE, the parties hereto agree as follows:

1.  Employment.
Company  hereby agrees to employ  Executive as its Chief  Executive  Officer and
Executive  hereby accepts such  employment in accordance  with the terms of this
Agreement  and the  terms of  employment  applicable  to  regular  employees  of
Company.  In the event of any  conflict or  ambiguity  between the terms of this
Agreement and terms of employment applicable to regular employees,  the terms of
this Agreement shall control.

2.  Duties of Executive.
The duties of  Executive  shall  include  the  performance  of all of the duties
typical  of the  office  held by  Executive  as  described  in the bylaws of the
Company and such other duties and projects as may be assigned by the Company, if
any, or the board of directors of the Company.

3.  Compensation.
Executive will be paid compensation  during this Agreement as follows:
A. A base salary of Two hundred  twenty five  thousand  dollars  ($225,000)  per
year,  payable  in  instalments  according  to  the  Company's  regular  payroll
schedule.  The  initial  stock  grant  of  Two  million  (2,000,000)  shares  of
restricted  stock will be replaced  with Two million  (2,000,000)  fully  vested
stock  options with a strike price of $0.03.  As part of the  Executive's  bonus
payment  for  2004  the  Executive   will  receive  an  additional  Two  million
(2,000,000)  fully vested stock  options with a strike price of $0.05.  Upon the
effective  date of this  agreement  the  Executive  will be granted  Six million
(6,000,000)  stock options with a strike price of $0.10 vesting over a three (3)
year period, each third on the anniversary date of this agreement.

B. An incentive bonus will be paid to the Executive based on one percent (1%) of
the revenue of the most  recent  twelve  (12) month  period of any  acquisitions
closed by the company  during the term of this  contract.  The incentive  salary
payment  shall  be made  within  thirty  (30)  days  of the  close  of any  such
transactions.

4.  Benefits.

As per original agreement.



5.  Term and Termination.
A.  The  Initial  Term of this  Agreement  shall  commence  on the  close of the
acquisition  of SMEI by Science  Dynamics and it shall  continue in effect for a
period of Three (3) years.  Thereafter,  the Agreement shall be renewed upon the
mutual  agreement  of Executive  and Company.  This  Agreement  and  Executive's
employment  may be terminated at Company's  discretion  during the Initial Term,
provided  that  Company  shall pay to  Executive  an amount  equal to payment at
Executive's base salary rate for the remaining period of Initial Term.

B. This  Agreement may be terminated by Executive at  Executive's  discretion by
providing  at least  thirty (30) days prior  written  notice to Company.  In the
event of  termination  by  Executive  pursuant to this  subsection,  Company may
immediately  relieve  Executive  of all duties and  immediately  terminate  this
Agreement, provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original termination
notice.

C. In the event Company is acquired,  or is the non-surviving party in a merger,
or sells all or  substantially  all of its assets,  this Agreement  shall not be
terminated  and  the  surviving  company  is  bound  by the  provisions  of this
Agreement.

6.  Indemnity.

As per original Agreement.

7.       Notices
Any notice  required by this Agreement or given in connection  with it, shall be
in writing and shall be given to the appropriate  party by personal  delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;

         If to Company:
         Alan Bashforth
         Science Dynamics Corporation
         Suite 500, 7150 N Park Drive
         Pennsauken, New Jersey


         If to Executive:
         Paul Burgess
         Kyle Court
         Mt. Laurel, New Jersey


8.  Governing Law.
This  Agreement  shall be construed and enforced in accordance  with the laws of
the state of New Jersey.

9.  Headings.
Headings used in this Agreement are provided for convenience  only and shall not
be used to construe meaning or intent.

10. No Assignment.

As per original agreement.

11. Severability.

As per original agreement.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.


 /s/ Alan Bashforth                                /s/ Paul Burgess
- -------------------                                ---------------
Alan Bashforth                                     Paul Burgess
Chairman of the Board
Science Dynamics Corp.