SCIENCE DYNAMICS CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>feb1820058kex103.txt
<TEXT>

                                     ______________________________

AmberPoint                           Software Partnership Agreement
                                     ______________________________



Pursuant    to   a   request   by    ___________________________________________
("PARTNER"),  AmberPoint  Inc.  ("AmberPoint")  hereby grants to PARTNER,  at no
charge,  the right to conduct an in-house  evaluation and  demonstration  of the
following    proprietary    software    product(s)    including   user   manuals
("Programs(s)"):

AmberPoint Management Foundation,  Service Level Manager, Exception Manager, and
other AmberPoint products that are available during the term of this agreement

Evidenced  by  their  signatures  below,  PARTNER  and  AmberPoint  agree to the
following:

1.   AmberPoint    will   provide    Program(s)   to   PARTNER   on   or   about
     _____________________  ("Delivery  Date"),  and  hereby  grants  PARTNER  a
     limited  nonexclusive  non-transferable  license  to  reproduce  (solely as
     necessary  to  install)  and  use the  Programs  for the  sole  purpose  of
     evaluating the Program(s). There are no implied licenses and any rights not
     expressly granted are reserved.

2.   PARTNER agrees that it shall install and implement new AmberPoint  products
     or versions of the AmberPoint  products  within 30 days of the receipt of a
     new version or product. PARTNER reserves the right to require AmberPoint to
     perform any or all of the installations and/or upgrades.  In the event that
     PARTNER  requests  that  AmberPoint  perform the  installation  or upgrade,
     PARTNER agrees that it will make the appropriate  systems,  resources,  and
     personnel  available to  AmberPoint  within 30 days of the receipt of a new
     AmberPoint product or version.

3.   PARTNER agrees to work in good faith with AmberPoint to arrange training as
     appropriate  for  personnel  who will be utilizing  and  demonstrating  the
     AmberPoint  products.  AmberPoint  shall  bear  the  cost  of up to two (2)
     training  sessions for the  AmberPoint  Management  Foundation  and one (1)
     training session for any additional  product(s).  PARTNER agrees to pay for
     any additional training sessions.

4.   PARTNER  agrees to work with the AmberPoint  Sales and Customer  Experience
     groups to develop an on-going demonstration of AmberPoint  technology.  The
     objective of this demonstration is to assist in joint business  development
     activities. Such demonstration shall be appropriate to communicate concepts
     and  capabilities  that are important to PARTNER's  customer base.  PARTNER
     agrees that it will be  responsible  for the  development of all aspects of
     the  demonstration  project,  including the development of Web Services and
     other  functionality  as  appropriate  to support this effort,  and ongoing
     maintenance as required. AmberPoint will provide assistance with the use of
     AmberPoint products.

5.   PARTNER  agrees to introduce  AmberPoint to a minimum of two projects where
     AmberPoint products are applicable.

6.   Mutual Marketing Activities and Benefits:  PARTNER agrees to jointly author
     a press release announcing the partnership and the availability of the Demo
     Center Lab to showcase Web Services and  AmberPoint's  Management  Suite of
     products.  PARTNER  agrees to list this  information on PARTNER's web site.
     AmberPoint agrees to list PARTNER on the AmberPoint web site.

7.   PARTNER  agrees that all  Program(s)  provided  hereunder  are  copyrighted
     property and constitute  trade secrets and proprietary  data of AmberPoint,
     and/or a third party from whom AmberPoint has obtained distribution rights,
     as are  all  materials  provided  by  AmberPoint  in  connection  with  the
     Program(s).  PARTNER  acknowledges  that it is  obtaining  no  title  to or
     ownership of any of the Program(s) or other materials  licensed or received
     as a result  of this  Agreement.  PARTNER  shall  not  copy the  Program(s)
     (except as provided in  paragraph 1) and shall not transfer or disclose the
     Programs  to any  other  person,  firm  or  corporation  except  for  those
     employees of PARTNER who require such  knowledge of the  Program(s)  in the
     ordinary  scope of their  employment  by PARTNER to evaluate the  Programs.
     PARTNER  shall not  reverse  assemble  or reverse  compile  any  Program(s)
     provided  hereunder,  in whole or in part, or permit any other person to do
     so. PARTNER shall not remove any  proprietary  notices of AmberPoint or its
     suppliers.  All provisions of this paragraph  shall survive  termination or
     expiration of this Agreement.


<PAGE>

8.   On or before one year after the Delivery Date,  PARTNER will promptly cease
     all use of the Program(s) and send written certification to AmberPoint that
     it has removed all software  portions of the Program(s) from its system and
     destroyed or returned all related documentation provided hereunder.

9.   PARTNER and AmberPoint agree to revisit the renewal of this agreement on an
     annual basis.

10.  Inasmuch as this Agreement enables PARTNER to evaluate  Program(s)  without
     charge or obligation, THE PROGRAMS ARE PROVIDED "AS IS" AND AMBERPOINT (FOR
     ITSELF  AND  ITS  SUPPLIERS)  DISCLAIMS  ALL  CONDITIONS,  WARRANTIES,  AND
     REPRESENTATIONS,   WHETHER   EXPRESSED  OR  IMPLIED,   INCLUDING,   WITHOUT
     LIMITATION,  THE  WARRANTIES OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR
     PURPOSE,  TITLE,  NON-INFRINGEMENT,  ACCURACY,  AND QUIET ENJOYMENT.  IN NO
     EVENT WILL  AMBERPOINT  OR ANY OF ITS  SUPPLIERS BE LIABLE TO PARTNER OR TO
     ANY OTHER PARTY FOR ANY LOSS,  INCLUDING  BUT NOT LIMITED TO, TIME,  MONEY,
     GOODWILL, OR ANY INDIRECT,  SPECIAL,  INCIDENTAL,  OR CONSEQUENTIAL DAMAGES
     WHICH MAY ARISE FROM USE OF THE PROGRAM(S).

     Executed this ________ day of  _________________,  2003 by duly  authorized
     officials of AmberPoint and PARTNER:

                                                    PARTNER
     AmberPoint, Inc.                               ____________________________


     By:    _______________________________         By: ________________________

     Title: ______________________________          Title: _____________________

                  Partner Address:  _______________________________________

                  Point-of-Contact:________________________________________
                  e-mail:          ____________________ Phone______________
</TEXT>
</DOCUMENT>
