INDEMNIFICATION AGREEMENT

     This  INDEMNIFICATION AGREEMENT ("Agreement"), dated  as  of
February 1, 2006, between Dynasil Corporation of America,  a  New
Jersey   corporation   (the  "Company"),   and   Cecil   Ursprung
("Indemnitee"), is made with reference to the following facts:

     A.  It  is  essential that the Company and its  subsidiaries
recruit   and  retain  as  directors  the  most  capable  persons
available;

     B.  Indemnitee is currently or is contemplating  becoming  a
director of the Company or a subsidiary of the Company;

     C.  Both  the Company and Indemnitee recognize the increased
risk  of  litigation  and  other claims  being  asserted  against
directors of publicly traded companies;

     D.  In  furtherance  of the foregoing,  Article  12  of  the
Company's  Restated Certificate of Incorporation (the  "Charter")
provides as follows:

     12.  A director or officer of the Corporation shall not
     be   personally  liable  to  the  Corporation  or   its
     shareholders for damages for breach of any duty owed to
     the  Corporation or its shareholders, except that  this
     Article 12 shall not relieve a director or officer from
     liability for any breach of duty based upon an  act  or
     omission (i) in breach of such person's duty of loyalty
     to  the Corporation or its shareholders, or (ii) not in
     good faith or involving a knowing violation of law,  or
     (iii)  resulting  in  receipt  by  such  person  of  an
     improper  personal benefit. If the New Jersey  Business
     Corporation  Act  is  amended  after  approval  by  the
     shareholders of this Article 12 to authorize  corporate
     action  further  eliminating or limiting  the  personal
     liability  of directors or officers, then the liability
     of a director and/or officer of the Corporation, as the
     case  may be, shall, without further corporate  action,
     be   eliminated  or  limited  to  the  fullest   extent
     permitted by the New Jersey Business Corporation Act as
     so amended. Any repeal or modification of the foregoing
     paragraph  by  the shareholders of the  Corporation  or
     otherwise  shall  not  adversely affect  any  right  or
     protection  of a director or officer of the Corporation
     existing at the time of such repeal or modification.

     E.  Notwithstanding Article 12 of the Company's Charter,  in
recognition  of Indemnitee's legitimate desire that all  possible
protection  against  personal  liability  resulting  from  or  in
connection  with  Indemnitee's performance  of  service  for  the
Company  as  a  director   be  available  for  and  provided   to
Indemnitee  (regardless of, among other things, any amendment  to
or  revocation of the Charter or any change in the composition of
the  Company's  board of directors (the "Board of Directors")  or
any acquisition transaction relating to the Company), the Company
wishes  to  provide in this Agreement for the indemnification  of
and  the  advancement of expenses to Indemnitee  to  the  fullest
extent permitted by law and as set forth in this Agreement,  and,
to the extent insurance is maintained, for the continued coverage
of  Indemnitee  under  the  Company's  directors'  and  officers'
liability insurance policies.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Certain Definitions.

     1.1 "Change in Control" shall be deemed to have occurred if,
(i) any "person" (as such term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other than a
trustee  or other fiduciary holding securities under an  employee
benefit  plan of the Company or a corporation owned  directly  or
indirectly  by  the stockholders of the Company in  substantially
the  same proportions as their ownership of stock of the Company,
becomes  the  "beneficial owner" (as defined in Rule 13d-3  under
said  Act), directly or indirectly, of securities of the  Company
representing 15% or more of the total voting power represented by
the  Company's then outstanding Voting Securities, or (ii) during
any  period  of  two consecutive years, individuals  who  at  the
beginning of such period constitute the Board of Directors of the
Company  and  any  new director whose election by  the  Board  of
Directors   or   nomination  for  election   by   the   Company's
stockholders was approved by a vote of at least two-thirds  (2/3)
of  the  directors then still in office who either were directors
at  the  beginning of the period or whose election or  nomination
for election was previously so approved, cease for any reason  to
constitute a majority thereof, or (iii) the stockholders  of  the
Company approve a merger or consolidation of the Company with any
other  corporation,  other than a merger or  consolidation  which
would  result in the Voting Securities of the Company outstanding
immediately  prior  thereto continuing to  represent  (either  by
remaining   outstanding  or  by  being  converted   into   Voting
Securities  of the surviving entity) at least 80%  of  the  total
voting  power represented by the Voting Securities of the Company
or  such  surviving  entity outstanding  immediately  after  such
merger  or  consolidation,  or the stockholders  of  the  Company
approve  a  plan  of complete liquidation of the  Company  or  an
agreement for the sale or disposition by the Company of  (in  one
transaction or a series of transactions) all or substantially all
of the Company's assets.

     1.2  "Claim"  means any claim or prayer for  relief  in  any
threatened,  pending  or  completed action,  suit  or  proceeding
(whether   civil,  criminal,  administrative  or   investigative,
whether  instituted  by  or  in the right  of  the  Company,  any
subsidiary of the Company or any other party) in which Indemnitee
in   good   faith  reasonably  believes  he  is  a   participant,
respondent,   party  or  otherwise  involved  as  a   result   of
Indemnitee's,  or  a  person for whom  Indemnitee  is  the  legal
representative,  past or present service as  a  director  of  the
Company or any subsidiary of the Company, or is or was serving at
the request of the Company or any subsidiary of the Company as  a
director, officer, employee or agent of another corporation or of
a  partnership,  joint  venture, trust, enterprise  or  nonprofit
entity, including service with respect to employee benefit plans.

     1.3  "Expenses" include reasonable attorney's fees  and  all
other  costs,  expenses and obligations actually  and  reasonably
incurred  by  the  Indemnitee in connection  with  investigating,
defending or preparing to defend any Claim.

     1.4 "Independent Legal Counsel" means an attorney or firm of
attorneys, selected in accordance with the provisions of  Section
3,  who  shall  not  have otherwise performed  services  for  the
Company,  any subsidiary of the Company or Indemnitee within  the
last  five  years (other than with respect to matters  concerning
the  rights  of  Indemnitee under this  Agreement,  or  of  other
indemnitees under similar indemnity agreements).

     1.5  "Reviewing Party" means (i) a majority of directors who
are  not  parties to the action, even though less than a  quorum,
(ii) a Committee of such directors designated by majority vote of
such  directors, even though less than a quorum, (iii)  if  there
are   no   such  directors,  or  if  such  directors  so  direct,
Independent  Legal  Counsel, or if the directors  are  unable  to
appoint Independent Legal Counsel, the stockholders.

     1.6  "Voting  Securities" means any  securities  which  vote
generally in the election of directors.

     2. Indemnification.

     2.1 In General. In connection with any Claim that relates to
events  occurring  after  the  date  hereof,  the  Company  shall
indemnify and advance Expenses to Indemnitee as provided in  this
Agreement and to the fullest extent permitted or contemplated  by
N.J.S.14A:3-5(8);  provided,  however,  that  no  indemnification
shall  be  made  to or on behalf of Indemnitee if a  judgment  or
other  final adjudication adverse to Indemnitee establishes  that
his  acts or omissions (a) were in breach of his duty of  loyalty
to  the corporation or its shareholders, as defined in subsection
(3)  of  N.J.S.14A:2-7, (b) were not in good faith or involved  a
knowing violation of law or (c) resulted in receipt by Indemnitee
of an improper personal benefit..

     2.2  Claims  Other  Than Claims by or in the  Right  of  the
Company or Any Subsidiary of the Company. In the event Indemnitee
was, is or becomes a party to or witness or other participant in,
or  is  threatened  to  be made a party to or  witness  or  other
participant  in  any action, suit or proceeding pursuant  to  any
Claim,  other than a Claim by or in the right of the  Company  or
any  subsidiary  of  the Company, the Company shall,  subject  to
Sections  2.5 and 2.6, indemnify Indemnitee against any  and  all
Expenses,  judgments,  fines,  penalties  and  amounts  paid   in
settlement (including all interest, assessments and other charges
paid  or  payable  in  connection with  or  in  respect  of  such
Expenses,  judgments,  fines,  penalties  or  amounts   paid   in
settlement) of such Claim.

     2.3  Proceedings by or in the right of the  Company  or  Any
Subsidiary  of the Company. In the event Indemnitee  was,  is  or
becomes  a  party to or witness or other participant  in,  or  is
threatened  to be made a party to or witness or other participant
in  any  proceeding pursuant to any Claim brought by  or  in  the
right  of the Company or any subsidiary of the Company to procure
a  judgment in its favor, the Company shall, subject to  Sections
2.5  and  2.6, indemnify Indemnitee against any and all  Expenses
(including  all interest, assessments and other charges  paid  or
payable  in  connection with or in respect of such  Expenses)  of
such    Claim.   Notwithstanding   the   foregoing,    no    such
indemnification shall be made in respect of any Claim,  issue  or
matter as to which Indemnitee shall have been finally adjudged to
be  liable to the Company or any subsidiary of the Company unless
and  only  to the extent that the Superior Court or the court  in
which   such   proceeding  was  brought  shall   determine   upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, Indemnitee is  fairly
and  reasonably entitled to indemnity for such Expenses which the
Superior Court or such other court shall deem proper.

     2.4  Payment  of Indemnification; Advancement  of  Expenses.
Subject  to  Sections  2.5 and 2.6, the Company  shall  indemnify
Indemnitee as soon as practicable but in any event no later  than
30  days after written demand is presented to the Company. If  so
requested  by  Indemnitee, the Company shall advance  (within  10
business days of such request) any and all Expenses to Indemnitee
(an  "Expense Advance"); provided, however, that the  payment  of
Expenses   incurred  by  Indemnitee  in  advance  of  the   final
disposition  of the Claim will be made only upon receipt  by  the
Company  of an undertaking by the Indemnitee to repay all amounts
advanced   if  it  should  be  ultimately  determined  that   the
Indemnitee is not entitled to be indemnified under this Agreement
or otherwise.

     2.5    Indemnitee    Not   Entitled   to    Indemnification.
Notwithstanding  anything  in this  Agreement  to  the  contrary,
Indemnitee  shall not be entitled to indemnification pursuant  to
this  Agreement  in connection with any Claim (or  part  thereof)
initiated  by  the Indemnitee unless the Board of  Directors  has
authorized or consented to the initiation of such Claim (or  part
thereof),  other than an action, suit or proceeding commenced  by
Indemnitee to secure a determination that Indemnitee is  entitled
to  indemnification as provided in Section 2.6 which action, suit
or proceeding shall not require such authorization or consent.

     2.6  Determination of Entitlement. Notwithstanding  anything
in  this  Agreement to the contrary, (i) the obligations  of  the
Company  under  this Section 2 shall be subject to the  condition
that  the Reviewing Party shall not have determined (in a written
opinion,  in any case in which the Independent Legal  Counsel  is
involved)   that  Indemnitee  would  not  be  permitted   to   be
indemnified under applicable law, and (ii) the obligation of  the
Company to make an Expense Advance pursuant to Section 2.4  shall
be subject to the condition that, if, when and to the extent that
the  Reviewing  Party  determines that Indemnitee  would  not  be
permitted to be so indemnified under applicable law, the  Company
shall  be  entitled  to be reimbursed by Indemnitee  (who  hereby
agrees to reimburse the Company) for all such amounts theretofore
paid;  provided,  however, that if Indemnitee  has  commenced  or
thereafter  commences legal proceedings in a court  of  competent
jurisdiction to secure a determination that Indemnitee should  be
indemnified under applicable law, any determination made  by  the
Reviewing  Party  that Indemnitee would not be  permitted  to  be
indemnified  under  applicable  law  shall  not  be  binding  and
Indemnitee shall not be required to reimburse the Company for any
Expense Advance until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom  have
been  exhausted  or lapsed). If there has not been  a  Change  in
Control,  the Reviewing Party shall be selected by the  Board  of
Directors, and if there has been such a Change in Control  (other
than a Change in Control which has been approved by a majority of
the  Company's Board of Directors who were directors  immediately
prior  to  such Change in Control), the Reviewing Party shall  be
the  Independent Legal Counsel referred to in Section 3. If there
has  been no determination by the Reviewing Party within 60  days
after  written demand for indemnification made under Section  2.4
or if the Reviewing Party determines that Indemnitee would not be
permitted  to be indemnified in whole or in part under applicable
law,  Indemnitee shall have the right to commence  litigation  in
any  court  in  the  State of New Jersey  having  subject  matter
jurisdiction  thereof  and in which venue is  proper  seeking  an
initial  determination  by  the court  or  challenging  any  such
determination  by  the  Reviewing Party or  any  aspect  thereof,
including the legal or factual bases therefor. The Company  shall
indemnify  Indemnitee  for  his Expenses  relating  to  any  such
proceeding and shall advance such Expenses to Indemnitee, subject
to  the  Company's  receipt of such written  undertaking  as  the
Company shall reasonably request from Indemnitee to repay to  the
Company  any  funds  so  advanced if the  court  determines  that
Indemnitee  is not entitled to indemnification of such  Expenses.
The  Company hereby consents to service of process and to  appear
in  any such proceeding. Any determination by the Reviewing Party
otherwise  shall  be conclusive and binding on  the  Company  and
Indemnitee.  Indemnitee  may  initiate  mediation  instead  of  a
judicial    determination   of   Indemnitee's   entitlement    to
indemnification,  in  which  event Indemnitee  will  bear  twenty
percent (20%) of the costs of such mediation.

     3. Change in Control. If there is a Change in Control of the
Company  (other than a Change in Control which has been  approved
by  a  majority  of  the Company's Board of  Directors  who  were
directors immediately prior to such Change in Control), then with
respect  to all matters thereafter arising concerning the  rights
of  Indemnitee  to indemnity payments and Expense Advances  under
this  Agreement,  the Company shall seek legal advice  only  from
Independent Legal Counsel selected by Indemnitee and approved  by
the  Company (which approval shall not be unreasonably withheld).
Such  counsel,  among  other things,  shall  render  its  written
opinion  to the Company and Indemnitee as to whether and to  what
extent  Indemnitee  would be permitted to  be  indemnified  under
applicable law. The Company shall pay the reasonable fees of  the
Independent  Legal Counsel referred to above and fully  indemnify
such  counsel against any and all expenses (including  reasonable
attorneys' fees), claims, liabilities and damages arising out  of
or relating to this Agreement or its engagement pursuant hereto.

     4.   Indemnification  Not  Exclusive.  Notwithstanding  this
Agreement, the Company shall indemnify Indemnitee against any and
all  Expenses  (including  reasonable attorneys'  fees)  and,  if
requested by Indemnitee, shall (within 10 business days  of  such
request)   advance   such   Expenses  to   Indemnitee   for   (i)
indemnification  or advance payment of Expenses  by  the  Company
under  the  Charter  or  any  other  agreement,  certificate   of
incorporation  or  Company  by-law now  or  hereafter  in  effect
relating to Claims and/or (ii) recovery under any directors'  and
officers' liability insurance policies maintained by the Company.
Without  limiting the generality of the foregoing, to the  extent
that a change in the New Jersey Business Corporation Act (whether
by  statute or judicial decision) permits greater indemnification
by  agreement than would be afforded currently under the  Charter
or  this  Agreement, it is the intent of the parties hereto  that
Indemnitee shall enjoy by this Agreement the greater benefits  so
afforded by such change.

     5.  Partial Indemnity. If Indemnitee is entitled  under  any
provision of this Agreement to indemnification by the Company for
a  portion  of  the  Expenses, judgments,  fines,  penalties  and
amounts  paid in settlement of a Claim but not, however, for  the
total  amount  thereof, the Company shall nevertheless  indemnify
Indemnitee  for  the  portion  thereof  to  which  Indemnitee  is
entitled.  Moreover, notwithstanding any other provision  of  the
Agreement,  to the extent that Indemnitee has been successful  on
the  merits  or otherwise in defense of any or all Claims  or  in
defense  of  any  issue  or matter therein,  including  dismissal
without  prejudice, Indemnitee shall be indemnified  against  all
Expenses incurred in connection therewith.

     6.  Burden of Proof. In connection with any determination by
the  Reviewing  Party  or otherwise as to whether  Indemnitee  is
entitled  to be indemnified hereunder, the burden of proof  shall
be  on  the  Company  to  establish that  Indemnitee  is  not  so
entitled.

     7.  No  Presumptions.  For purposes of this  Agreement,  the
termination  of  any  claim,  action,  suit  or  proceeding,   by
judgment,  order,  settlement  (whether  with  or  without  court
approval)  or  conviction, or upon a plea of nolo contendere,  or
its  equivalent,  shall not create a presumption that  Indemnitee
did  not  meet  any particular standard of conduct  or  have  any
particular   belief   or  that  a  court  has   determined   that
indemnification is not permitted by applicable law. In  addition,
neither  the  failure  of the Reviewing  Party  to  have  made  a
determination  as  to whether Indemnitee has met  any  particular
standard  of conduct or had any particular belief, nor an  actual
determination by the Reviewing Party that Indemnitee has not  met
such  standard of conduct or did not have such belief,  prior  to
the  commencement of legal proceedings by Indemnitee to secure  a
judicial  determination  that Indemnitee  should  be  indemnified
under applicable law shall be a defense to Indemnitee's claim  or
create  a  presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief.

     8.  Liability Insurance. The Company will maintain insurance
(i)  at  not less than the levels in effect as of the date hereof
with  respect  to Indemnitee until the third anniversary  of  the
date  hereof, or (ii) at the levels in effect as of the  date  of
the  expiration  of  the  term,  death,  removal,  retirement  or
resignation of Indemnitee for a period of three years after  such
event,  whichever level is greater, in either case, with  respect
to  any  Claim,  against  all liability  and  loss  suffered  and
Expenses   (including  reasonable  attorney's  fees)   reasonably
incurred  by Indemnitee at the Company's expense, to protect  the
Company and Indemnitee against any such liability, cost, payment,
or Expense.

     9.  Amendments  and Waivers. No supplement, modification  or
amendment  of this Agreement shall be binding unless executed  in
writing by the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of
any  other  provisions hereof (whether or not similar) nor  shall
such waiver constitute a continuing waiver.

     10.   Subrogation.  In  the  event  of  payment  under  this
Agreement, the Company shall be subrogated to the extent of  such
payment to all of the rights of recovery of Indemnitee, who shall
execute  all papers required and shall do everything that  my  be
necessary to secure such rights, including the execution of  such
documents  necessary to enable the Company effectively  to  bring
suit to enforce such rights.

     11.  No  Duplication of Payments. The Company shall  not  be
liable  under  this Agreement to make any payment  in  connection
with  any  Claim made against Indemnitee to the extent Indemnitee
has  otherwise  actually received payment  (under  any  insurance
policy,  the  Charter  or  otherwise) of  the  amounts  otherwise
indemnifiable hereunder.

     12. Binding Effect. This Agreement shall be binding upon and
inure  to the benefit of and be enforceable by the parties hereto
and their respective successors, assigns, including any direct or
indirect   successor  by  purchase,  merger,   consolidation   or
otherwise  to  all  or substantially all of the  business  and/or
assets of the Company, spouses, heirs, executors and personal and
legal  representatives. This Agreement shall continue  in  effect
regardless of whether Indemnitee continues to serve as a director
of  the Company or in any other capacity for any other enterprise
at the Company's request.

     13. Severability. The provisions of this Agreement shall  be
severable  in  the  event  that  any  of  the  provisions  hereof
(including  any provision within a single section,  paragraph  or
sentence)  is  held  by a court of competent jurisdiction  to  be
invalid, void or otherwise unenforceable in any respect, and  the
validity and enforceability of any such provision in every  other
respect  and of the remaining provisions hereof shall not  be  in
any  way  impaired and shall remain enforceable  to  the  fullest
extent permitted by law.

     14.  Counterparts. This Agreement may be executed in one  or
more counterparts for the convenience of the parties hereto,  all
of which together will constitute one and the same instrument.

     15.  Governing Law. This Agreement shall be governed by  and
construed  and enforced in accordance with the laws of the  State
of New Jersey applicable to contracts made and to be performed in
such  state without giving effect to the principles of  conflicts
of laws.

     INTENDING  TO  BE  LEGALLY BOUND, the  parties  hereto  have
executed this Agreement as of the date first above written.

                                   DYNASIL CORPORATION OF AMERICA


                                   By
                                        Craig T. Dunham
                                        President

                                   INDEMNITEE



                                        Cecil Ursprung