Exhibit 10.9

                 DYNASIL CORPORATION OF AMERICA
                     AGREEMENT OF EMPLOYMENT

     THIS  AGREEMENT is effective as of October 1, 2004,  by  and
between  DYNASIL CORPORATION OF AMERICA, a New Jersey corporation
(the  "Company"), with offices at 385 Cooper Road,  West  Berlin,
New  Jersey,  08091,  and  CRAIG T.  DUNHAM  ("Employee"),  whose
address is 101 Cromwell Drive, Mullica Hill, NJ 08062.

     1.  Employment. Effective October 1, 2004, Company agrees to
employ  Employee  as President and Chief Executive  Officer  (and
Secretary,  until a replacement can be elected or  appointed)  of
the Company, with such duties as are customary for such position.
Employee shall perform these duties subject to the direction  and
supervision  of  the Board of Directors of the Company.  Employee
accepts  such continued employment and agrees to devote his  full
time  and skills to the conduct of Company's business, performing
to  the  best  of  Employee's abilities such  duties  as  may  be
reasonably requested by Company. Employee agrees to serve Company
diligently  and  faithfully  so  as  to  advance  Company's  best
interests  and  agrees to not take any action  in  conflict  with
Company's interests. In addition to the foregoing, to the  extent
permitted  by  applicable  law,  and  subject  to  obtaining  all
required  shareholder  and  director  votes,  Company  agrees  to
endeavor   to  have  Employee  elected  to  Company's  Board   of
Directors.

     2. Term.

     (a)  The  term of employment of Employee hereunder shall  be
for  a  period of three (3) years commencing on October 1,  2004,
subject to the conditions set forth herein.

     (b) This Agreement shall be automatically renewed at the end
of  the  initial  Term  for additional terms  of  one  (1)  year;
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 any of the following events: a significant diminution
in  Employee's  executive  responsibilities;  relocation  of  the
Company's principal executive offices to a location that is  more
than  fifty  (50) miles from Mullica Hill, NJ; or Employee  shall
not  have  beneficial ownership of at least ten percent (10%)  of
the Company's outstanding shares of common stock.

     3. Compensation.

     (a)  Base  Salary. Employee shall receive  as  base  salary,
during  the  Term of this Agreement, the sum of One  Hundred  Ten
Thousand Dollars ($110,000) per annum payable 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  twenty percent (20%) of its net income after taxes in  excess
of  $100,000 for each fiscal year ending after October  1,  2004.
This  bonus will be payable not later than thirty (30) days after
receipt  of the Company's audited financial statements  for  such
fiscal  year. The amount of such bonus shall be paid to  Employee
one-third  in  cash  and two-thirds in shares  of  the  Company's
common stock acquired as if such amount had been paid to Employee
and then paid to the Company by Employee through his exercise  of
a  Stock  Purchase Warrant issued by the Company to  Employee  of
even date herewith.

     (c)  Other  Bonus. Employee will also be eligible  for  cash
bonuses, stock bonuses and stock options for meeting profit goals
and  for  exceeding  profit  goals, and  other  such  bonuses  as
determined  by  the Board of Directors at the discretion  of  the
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  and  pursuant  to  its
policies.

     (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  his 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.

     (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 thirty percent (30%) of his base salary at the  time
and  continue his health insurance for an additional six  months.
The  Company  also  will  make the same payment  to  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
Employee hereunder.

     4. Other Benefits During the Employment Period.

     (a) Employee shall receive all other benefits made available
to  executives or employees of the Company, from time to time, at
its discretion ("Benefits"), which currently include, inter alia,
health insurance, New Jersey short term disability insurance, and
401(k).

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

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

     (d)  At  his option, Employee shall be entitled to (i)  sole
use  of  a  Company  car (Toyota Camry or equivalent),  with  all
normal  related  expenses paid by the Company or (ii)  a  monthly
automobile expense allowance of equivalent amount.

     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. 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
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 material terms or conditions  of
this Agreement;

     (ii) Employee commits a felony, gross misdemeanor or act  of
dishonesty  or engages in material violations of the  established
rules, regulations and policies of Company; or

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

     (b)  Death  or Disability. If Employee should die or  become
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  continuous inability of Employee, resulting from disease  or
injury,  to perform substantially all the services pertaining  to
his  employment under this Agreement. Such total disability  will
be  deemed "permanent" if Employee has not recovered and returned
to  render  the full services of his employment hereunder  within
six (6) months of becoming totally disabled.

     (c)  Failure  to  Perform.  Employee  fails  to  present   a
reasonable  plan to the Company to cure a "Gross  Shortfall"  (as
hereafter  defined) within thirty (30) days after written  notice
to Employee identifying the "Gross Shortfall". For these purposes
a  "Gross Shortfall" means a revenue deficiency of twenty percent
(20%)  or  more,  an expense overrun of twenty percent  (20%)  or
more, a decrease of ten percent (10%) or more in total assets  or
an increase of ten percent (10%) or more in total assets, in each
case  when compared to financial objectives agreed to by Employee
and the Company's Board of Directors.

     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 male of his 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  his
employment, Employee may receive or otherwise have access to,  or
contribute  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  he  obtains  in  the  course  of   Employee's
employment  with 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 constitutes a  valuable
asset of Company and that 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
Company  or  as permitted by the express written consent  of  the
Company's Board of Directors, Employee shall never, either during
employment  with Company or at any time thereafter,  directly  or
indirectly  use, discuss or disclose any Confidential Information
or  Trade Secrets of Company or otherwise use such information to
his own or a third party's benefit.

     8.  Return  of  Property.  Employee  agrees  that  upon  the
termination  of  his  employment  with  Company  that   he   will
immediately return to 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  Company, its  products  or  services,  its
clients,  its  suppliers,  or  other  aspects  of  its  business.
Employee  further  agrees  to  not retain  any  summary  of  such
information.

     9. [Intentionally Omitted.]

     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.  Each
party  further  agrees that the other partyshall be  entitled  to
recover costs of litigation and reasonable attorney fees incurred
in enforcing this Agreement.

     12. General Provisions. Employee and Company 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 both 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,  representative  or
assign  of Company. The term "Company" as used herein is intended
to  include  Dynasil  Corporation  of  America,  its  successors,
affiliates,  or assigns, if any. No assignment of this  Agreement
shall be made by Employee, and any purported assignment shall  be
null and void.

     (e) Except as set forth herein, Employee's obligations under
paragraphs 7 and 8 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 State of New
Jersey.

     (h)  This  Agreement  may  be  executed  in  any  number  of
counterparts, including counterparts transmitted by telecopier or
FAX,  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:
                                        James S. Saltzman
                                        Chairman of the Board

                                   EMPLOYEE:



                                   Craig T. Dunham