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                     DYNASIL CORPORATION OF AMERICA
                         AGREEMENT OF EMPLOYMENT

     THIS  AGREEMENT  is effective as of the closing of  Optometrics  LLC
("Optometrics  LLC")  operating  asset sale  to  Dynasil  Corporation  of
America  (the  "Closing  Date"), by and between  DYNASIL  CORPORATION  OF
AMERICA,  a New Jersey corporation with offices at 385 Cooper Road,  West
Berlin,  New  Jersey, 08091, for itself and/or on behalf of  any  of  its
wholly-owned subsidiaries (collectively, the "Company") and LAURA LUNARDO
("Employee"), whose address is One Bennetts Crossing, Ayer, Massachusetts
01432.

     1. Employment. Effective at the Closing Date (the "Effective Date"),
the  Company agrees to employ Employee as Chief Operating Officer of  the
Company's  subsidiary ("Optometrics") that acquires the operating  assets
of  Optometrics LLC and Chief Financial Officer of the Company, with such
duties  as  are customary for such positions; however, the parties  agree
that Employee's title and location of employment (8 Nemco Way, Ayer,  MA)
will  not  be  changed during the Term of this Agreement. Employee  shall
perform  these  duties subject to the direction and  supervision  of  the
President and CEO and Board of Directors of the Company. Employee accepts
such  continued employment and agrees to devote her full time and  skills
to  the  conduct of the Company's and Optometrics' businesses, performing
to  the  best  of Employee's abilities such duties as may  be  reasonably
requested by the Company. Employee agrees to serve the Company diligently
and  faithfully so as to advance the Company's best interests and  agrees
to  not  take  any  action in conflict with its best interests.   Company
acknowledges that Employee may be unavailable for overnight travel during
the  months of January through June and such unavailability shall not  be
cause  for  termination  of  this Agreement or of  Employee's  employment
relationship with Company.

     2. Term.

     (a)  The  term of employment of Employee hereunder shall  be  for  a
period  of two (2) years commencing on the Closing Date, subject  to  the
conditions set forth herein.

     (b) This Agreement may be renewed at the end of the initial Term  by
mutual  written agreement of the parties for additional terms of one  (1)
year  each; provided, however, either party may terminate this  Agreement
at  the  end of a term by providing written notice to the other party  no
later  than ninety (90) days prior to the expiration of the then  current
term.

     (c)  Employee may terminate this Agreement within thirty  (30)  days
after  the  event  of  a  significant diminution in Employee's  executive
responsibilities.

     3. Compensation.

     (a)  Base Salary. Employee shall receive as base salary, during  the
Term of this Agreement, the sum of Ninety Thousand Dollars ($90,000)  per
annum  payable  for  the  first  year and Ninety  Five  Thousand  Dollars
($95,000)  per  annum  for the subsequent years in  accordance  with  the
Company's regular payroll schedule.

     (b)  Bonus. In each year of the Term of this Agreement, the  Company
agrees  to pay Employee an annual performance bonus equal to four percent
(4%)  of  Optometrics' net income for each fiscal year ending  after  the
Closing  Date (prorated for the first and last fiscal years ending  after
the  Closing  Date so long as the Closing Date occurs after December  31,
2004).  This bonus will be payable not later than thirty (30) days  after
receipt  of  the  Company's audited financial statements for  its  fiscal
year.  The  amount of such bonus shall be paid to Employee two-thirds  in
cash and one-third in shares of the Company's common stock.

     (c)  Other  Bonus. Employee will also be eligible for such  cash  or
stock  bonuses,  stock  options  and  other  incentives  for  meeting  or
exceeding  profit  goals and objectives as shall be determined  in  their
discretion  by  the  Company's President and  CEO  and/or  its  Board  of
Directors.

     (d)  Reimbursement for Expenses. Employee will receive reimbursement
from  the Company for expenses reasonably incurred by Employee on  behalf
of  the  Company  in accordance with the Company's normal  policies  with
respect to expense reimbursements.

     (e)  Annual  Review.  Notwithstanding any other  provision  of  this
Agreement, Employee will be entitled to receive from the Company's  Board
of  Directors  (or committee thereof) an annual review  of  her  and  the
Company's  performance  within ninety (90) days after  the  end  of  each
anniversary  of the Effective Date of this Agreement and the  opportunity
to negotiate increases in the compensation and benefit provisions of this
Agreement  payable  to the Employee starting with  any  renewal  of  this
Agreement.

     (f) Severance. In the event this Agreement terminates for any reason
other than "Cause" as set forth in paragraph 5(a) of this Agreement,  the
Company will make a severance payment to Employee of fifty percent  (50%)
of her base salary at the time of termination (payable in accordance with
the Company's regular payroll schedule) and continue her health insurance
for  an  additional twelve months. The Company also will  make  the  same
payment  to and continuation of health insurance for Employee if Employee
resigns  within thirty (30) days for the reasons set forth  in  paragraph
2(c) of this Agreement. Otherwise, the Company will have no obligation to
make any severance payments to or for Employee hereunder. Notwithstanding
the  foregoing,  Employee  agrees that during  any  period  during  which
amounts  payable  pursuant  to this paragraph  2(f)  of  this  Agreement,
Employee  shall diligently seek suitable new employment and that  amounts
and benefits payable pursuant to this paragraph 2(f) shall terminate once
Employee has commenced such new employment.

     4. Other Benefits During the Employment Period.

     (a)  Employee shall receive all other benefits substantially similar
to  those  generally currently available to executives  or  employees  of
Optometrics  LLC  (collectively,  "Benefits").  The  Benefits   currently
include,  inter alia, health insurance, dental insurance, life insurance,
supplemental   individual  long-term  disability  insurance,   disability
insurance and participation in Optometrics' LLC profit sharing plan.

     (b)  The Company shall furnish Employee with such working facilities
and  other services as are suitable to Employee's positions and  adequate
to the performance of her duties under this Agreement.

     (c)  Employee  shall  be entitled to five weeks  paid  vacation  per
calendar  year in accordance with the Company's policies then  in  effect
regarding vacations.

     (d) Employee shall be entitled to (i) sole use of a Company car with
all  normal related expenses paid by the Company consistent with the past
practices of Optometrics.

     (e)  The Company shall contribute 9% of the Employee's gross  salary
to a 401k plan unless that amount is limited by government regulations.

     (f)  The Company shall pay for Employee's: (i) an annual health club
membership costing approximately $350 per year: (ii) membership fees  for
the   International  Management  Accountants;  and  (iii)  home  internet
connection.

     5.  Termination. This Agreement is subject to termination  prior  to
the  expiration  of its initial term or any extended term  for  only  the
following reasons:

     (a)  Termination for Cause. The Company and Employee agree  that  no
future or further salary or other benefits (except for insurance benefits
for  disability or death and health insurance shall continue pursuant  to
the  Company's policies, if any, for terminated employees or as  provided
by  law)  will be payable to or for the Employee by the Company  and  the
employment  relationship between the parties will  terminate  immediately
following the occurrence of any one or more of the following events:

     (i)  Employee  violates  any  of the terms  or  conditions  of  this
Agreement  in  any material respect and such violation is  not  corrected
within fifteen (15) days after notice thereof is provided to Employee;

     (ii) Employee commits a felony, gross misdemeanor, act of dishonesty
or  moral  turpitude or violates in any material way any  of  the  rules,
regulations or policies of the Company; or

     (iii)  Employee  engages  in a general course  of  conduct  of  non-
cooperation,  gross negligence or other gross misconduct  materially  and
adversely  affecting the welfare, continuity or future of  the  Company's
business

     (b)  Death  or Disability. If Employee dies or becomes  totally  and
permanently  disabled during the term of employment,  the  parties  agree
that  the  employment  relationship and  this  Agreement  will  terminate
automatically.  "Total  disability"  means  the  inability  of  Employee,
resulting  from sickness, disease, injury or physical or mental  illness,
to perform in all material respects all of the services pertaining to her
employment  under this Agreement. Such total disability  will  be  deemed
"permanent" if Employee has not recovered and returned to render the full
services  of  her employment hereunder within six (6) months of  becoming
totally disabled.

     6.  Key  Person Insurance. Employee agrees that during the  term  of
this  Agreement,  the  Company may purchase  key  person  life  insurance
covering the life of Employee in the amount of $500,000, with the Company
to  be  named as the sole beneficiary. The Company shall pay the premiums
on  such  policy as they become due out of the funds of the  corporation.
Employee  represents and warrants that Employee has no knowledge  of  any
condition  which would prevent such key person life insurance from  being
obtained at rates for a healthy female of her age. For purposes  of  such
key  person  insurance, Employee agrees to submit to  reasonable  medical
examinations and shall cooperate with reasonable information requests.

     7.  Confidential  Information/Trade Secrets.  Employee  acknowledges
that  during  the course and as a result of her employment hereunder  and
previously with Optometrics LLC, Employee has received or had access  to,
or  contributed to the production of, Confidential Information  or  Trade
Secrets. Confidential Information or Trade Secrets means information that
is  proprietary  to  or  in the unique knowledge  of  Company  (including
information discovered or developed in whole or in part by Employee);  or
information that derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper  means  by, other persons who can obtain economic value  from  its
disclosure  or  use,  and is the subject of efforts that  are  reasonable
under the circumstances to maintain its secrecy. Confidential Information
shall also include all terms and conditions of this Agreement.

     Employee understands and acknowledges that all such information that
she  has  previously obtained or will obtain in the course of  Employee's
employment with the Company constitutes Confidential Information or Trade
Secrets.  In  particular, Employee agrees that this information  includes
among  other things, procedures, manuals, confidential reports, lists  of
clients,  customers,  suppliers, or products, and information  concerning
the prices of charges paid by the Company's customers to the Company,  or
by the Company to its suppliers.

     Employee  further acknowledges and appreciates that any Confidential
Information  or Trade Secrets constitute valuable assets of the  Company,
that  the  Company  intends any such information  to  remain  secret  and
confidential. Employee therefore specifically agrees that except  to  the
extent  required by Employee's duties to the Company or as  permitted  by
the  express written consent of the Company's President and  CEO  or  its
Board  of Directors, Employee shall never, either during employment  with
the  Company  or for a period of five (5) years thereafter,  directly  or
indirectly  use, discuss or disclose any of its Confidential  Information
or  Trade Secrets or otherwise use such information to her own or a third
party's benefit.

     8.  Return of Property. Employee agrees that upon the termination of
her  employment with the Company that she will immediately return to  the
Company  the originals and all copies of any and all documents (including
computer  data, disks, programs, or printouts) that contain any  customer
information,  financial  information,  product  information,   or   other
information  that  in  any way relates to the Company,  its  products  or
services,  clients,  suppliers  or other  aspects  of  its  business(es).
Employee further agrees to not retain any summary of such information.

     9.  Non-competition. Employee understands and agrees  that,  in  the
performance  of her duties under this Agreement and as a  result  of  her
previous  employment by Optometrics LLC, Employee may at times meet  with
the  Company's  customers and/or suppliers and that, as a consequence  of
using  or  associating  herself  with the Company's  name,  goodwill  and
professional  reputation,  Employee's employment  will  place  her  in  a
position  where  Employee can further develop personal  and  professional
relationships with the Company's current and prospective customers and/or
suppliers. Employee further acknowledges that in the performance  of  her
duties under this Agreement and as a result of her previous employment by
Optometrics LLC, Employee has been and will continue to be provided  with
certain  specialized skills, training and/or know-how, as well as possess
the Confidential Information or Trade Secrets referred to above. Employee
understands  and  agrees that this goodwill and reputation,  as  well  as
Employee's  skills,  training,  know-how and  knowledge  of  Confidential
Information  or Trade Secrets could be used to compete with the  Company.
Accordingly,  Employee  agrees  that, during  the  course  of  Employee's
employment  with Company and for (15) months from the date of  Employee's
termination of employment (whether voluntarily or involuntarily)  or  the
termination of this Agreement at the end of any term, Employee shall  not
directly or indirectly, individually or with others:

     (a) Compete with the Company in the design, development, manufacture
or  sale  of  any  of its then current or development-stage  products  or
services.

     (b)  Cause or attempt to cause any existing customer of the  Company
to  divert,  terminate, limit, modify adversely or  not  enter  into  any
business relationship with the Company.

     (c)  Solicit, employ or contract with any of Company's or any of its
subsidiaries' employees. The term "employ" for purposes of this paragraph
means  to enter into an arrangement for services as a full-time or  part-
time employee, independent contractor, agent or otherwise.

Employee further agrees during the above-stated fifteen (15) month period
to  inform any new person, firm or entity with whom Employee proposes  to
enter  into  an  employment or a business relationship, before  accepting
such employment or entering into such a relationship, of the restrictions
on Employee set forth in Paragraphs 7, 8 and 9 of this Agreement.

     10. Consideration. Employee and Company agree that the provisions of
this  Agreement  are  reasonable  and necessary  for  the  protection  of
Company.

     11.  Remedies for Breach. Each party acknowledges that breach by the
other  party  of  the provisions of this Agreement will cause  the  first
party  irreparable  harm that is not fully remedied by monetary  damages.
Accordingly, each party agrees that the other party shall, in addition to
any  relief afforded by law, be entitled to injunctive relief. Each party
agrees  that  both damages at law and injunctive relief shall  be  proper
modes  of  relief  and  are  not to be considered  alternative  remedies.
Furthermore,  each  party agrees that all actions, suits  or  proceedings
arising  under  or relating to this Agreement may be brought  only  in  a
court  of general jurisdiction in and for Middlesex County, Massachusetts
or the United States District Court for the District of Massachusetts, to
the jurisdiction and venue of which each party hereto consents and waives
the right to argue forum non conveniens.

     12.  General  Provisions.  The  parties  acknowledge  and  agree  as
follows:

     (a)  This Agreement contains the entire understanding of the parties
with  regard  to  all  matters  contained  herein.  There  are  no  other
agreements, conditions, or representations, oral or written,  express  or
implied,  with  regard  to  such matters. This Agreement  supersedes  and
replaces  any prior agreement between the parties generally  relating  to
the same subject matter.

     (b)  This  Agreement may be amended or modified only  by  a  writing
signed by all parties.

     (c)  Waiver  by  either  Company or Employee  of  a  breach  of  any
provision, term or condition hereof shall not be deemed or construed as a
further  or  continuing waiver thereof or a waiver of any breach  of  any
other provision, term or condition of this Agreement.

     (d)  The  rights  and  obligations  of  Company  hereunder  may   be
transferred or assigned to any successor or assign of Company.  The  term
"Company"  as  used herein is intended to include Dynasil Corporation  of
America,  its  successors and/or assigns, if any. No assignment  of  this
Agreement  shall be made by Employee, and any purported assignment  shall
be null and void.

     (e)  Employee's  obligations under Paragraphs 7, 8  and  9  of  this
Agreement  shall survive any change in Employee's employment status  with
Company,  by  promotion  or otherwise, or the termination  of  Employee's
employment with Company.

     (f) If any Court finds any provision or part of this Agreement to be
unreasonable,  in whole or in part, such provision shall  be  deemed  and
construed to be reduced to the maximum duration, scope or subject  matter
allowable under applicable law. Any invalidation of any provision or part
of this Agreement will not invalidate any other part of this Agreement.

     (g) This Agreement will be construed and enforced in accordance with
the laws and legal principles of the Commonwealth of Massachusetts.

     (h)  This  Agreement may be executed in any number of  counterparts,
including counterparts transmitted by telecopier or facsimile, any one of
which  shall  constitute an original of this Agreement. When counterparts
of  facsimile copies have been executed by all parties, they  shall  have
the  same  effect as if the signatures to each counterpart or  copy  were
upon the same document and copies of such documents shall be deemed valid
as  originals.  The  parties  agree  that  all  such  signatures  may  be
transferred to a single document upon the request of any party.

     This  Agreement  is intended to be a legally binding document  fully
enforceable in accordance with its terms.

                                   DYNASIL CORPORATION OF AMERICA


                                   By:
                                        Craig T. Dunham
                                        President and CEO

                                   EMPLOYEE:



                                        Laura Lunardo