Corporate Policy for Dynasil Corporation of America and
                Subsidiaries ("the Company")

CODE OF CONDUCT

Key Requirements

Dynasil  Corporation  is  committed  to  high  standards  of
business  conduct.  It  is  vital  to  the  reputation   and
financial  success of Dynasil that we conduct  our  business
with  honesty  and  integrity and  in  compliance  with  all
applicable legal and regulatory requirements.  This Code  of
Conduct   is   intended  to  provide  you   with   a   clear
understanding of the principles of business conduct by which
the  company  strives to conduct itself  and  the  standards
which  you  are expected to follow, to the extent that  they
apply to your job responsibilities, including:

..     Conduct  the  Company's business  with  honesty  and
     integrity and in a professional manner that protects the
     Company's good public image and reputation.

..    Build relationships with customers, vendors and fellow
employees based on trust and treat every individual with
respect and dignity in the conduct of Company business.

..    Provide financial records that fairly and accurately
reflect our financial position and ensure that we develop,
maintain and consistently follow our system of internal
controls.

..    Provide full, fair, accurate, timely, and
understandable disclosures in documents filed with the SEC.

..    Become familiar with and comply with legal requirements
and Company policy and procedures.

..    Avoid any activities that could involve or lead to
involvement in any unlawful practice or any harm to the
company's reputation or image.

..    Avoid actual or potential conflicts of interest with
the Company, or the appearance thereof, in all transactions.

..    To be accountable for adherence to the Code of Conduct
and for prompt internal reporting of any violations.

Purpose & Application

1. Purpose

This  Code of Conduct sets out the fundamental standards  to
be followed by employees in their everyday actions on behalf
of  the  Company  and  seeks to promote honest  and  ethical
conduct.

Further  guidance  on  the Company's standards  in  specific
areas  will  be provided through related corporate  policies
and guidelines.

2. Scope

This  policy  applies to all Dynasil Corporation  employees,
within all Business Units and Subsidiaries.

Specific Requirements

3. Responsibility

3.1 Responsibilities & Accountability

All  Dynasil  employees must uphold these standards  in  the
conduct of Company business and the Company must handle,  in
a   manner  consistent  with  these  standards  and  related
policies,  all  actual  and apparent conflicts  of  interest
between  personal  and  professional relationships  and  all
other  matters  governed  by  this  Code  and  such  related
policies.  If  a decision about a particular action  is  not
covered  specifically  by  this Code  or  related  corporate
policies, employees are required to seek guidance from their
supervisor or appropriate internal resources.

Failure  by any employee to comply with this or any  Dynasil
policy  will  subject employees, including  supervisors  who
ignore  prohibited conduct, or have knowledge of the conduct
and  fail  to correct it, to disciplinary action up  to  and
including separation from employment with the Company.  When
in doubt as to the correct action to take, ask the following
question.  "Would  I  feel comfortable  in  explaining  this
action  to  my family or close friends or seeing  my  action
reported  on  the  front page of the local  newspaper?"  The
Company  is best served when each employee's answer to  this
question is an unqualified, "Yes."

3.2 Manager's Basic Duties

Senior management should be a role-model for these standards
by   visibly   demonstrating  support   and   by   regularly
encouraging  adherence by managers. Managers  should  ensure
all   their   employees  receive  guidance,   training   and
communication  on  ethical  behavior  and  legal  compliance
relevant to their duties for the Company.

4. Communication of Issues

4.1.  Provide accurate and reliable information  in  records
submitted, safeguard the Company's confidential information,
and  respect  the confidential information of other  parties
with whom the Company does business or competes.

4.2. Promptly report to the Company any violations of law or
ethical  principles or Company policies that  come  to  your
attention, and cooperate fully in any audit, enquiry, review
or  investigation by the Company.  If you have any knowledge
regarding  actual  or suspected violation  of  the  Code  of
Conduct,  you  are  required to contact your  supervisor,  a
Company  Officer, or the Audit Committee  of  the  Board  of
Directors.  The Audit Committee has set up a Whistle  Blower
system to communicate with outside Directors by sending an e-
mail to whistleblower@optometrics.com.

4.3.  Provide the Company's External Auditor with access  at
all times to the Company's records and accounts (in whatever
form  they  are held) and provide additional information  as
requested   by  the  External  Auditor.  If  such  requested
information is legally privileged the employee must  contact
the Legal Department before responding to the request.

Definitions & Administration

Glossary

The  following word has specific meanings when used in  this
Policy:

"Conflict  of Interest" occurs when an employee  allows  the
prospect of personal gain to influence his or her actions in
the conduct of company business.



Administration

Approval: Dynasil Board of Directors
Sponsor:  Dynasil Chief Executive Officer; Craig T. Dunham
Date:     December 23, 2008