DYNASIL CORPORATION OF AMERICA
                   AUDIT COMMITTEE CHARTER
                  AMENDED DECEMBER 18, 2008

Introduction

The  Board  of Directors of  DYNASIL CORPORATION OF  AMERICA
(the "Company") has constituted an Audit Committee to comply
with  the  requirements of the Sarbanes -Oxley Act  of  2002
("SOX") and the related regulations, to promote and exercise
oversight  over financial reporting and to ensure  financial
transparency.    The  Dynasil Audit Committee  ("DAC")  will
assist  the  board of directors in fulfilling its  oversight
responsibilities, especially with respect to  the  integrity
of   the   Corporation's  financial  statements,   corporate
compliance with legal and regulatory requirements,  and  the
qualifications,   independence  and   performance   of   its
auditors.   The  DAC  will  review the  financial  reporting
process, the system of internal controls, the audit process,
and  the  company's process for monitoring  compliance  with
laws  and  regulations and with the  code  of  conduct.   In
performing  its  duties,  the DAC  will  maintain  effective
working   relationships  with  the   board   of   directors,
management,  and  the  external  auditors.   To  effectively
perform  their  roles,  committee members  are  expected  to
apprise themselves and gain an understanding of the detailed
responsibilities of committee membership as  it  relates  to
the Company's business, operations, and risk environment.

Organization

Membership and Function:

Definitions

.. Independence:  Members of the DAC are required  to  be
  independent.  A  member  of  the  DAC  and   an   auditor,
  respectively, are independent if they have no relationship
  to the Company that may interfere with the exercise of their
  independence from management and the corporation, such  as
  employment with the corporation or an affiliate within the
  preceding five years; corporate compensation other than fees
  for  board  service; family relationship  with  a  Company
  officer or employee; or relationship to a business affiliate
  or partner of the Company.

.. Financial Literacy: A member of the DAC shall have
  sufficient financial literacy, as signified by the ability
  to read and understand fundamental financial statements,
  including the company's balance sheet, income statement, and
  cash flow statement. Directors who have limited familiarity
  with finance can achieve such "literacy" through Company-
  sponsored training programs.

Prerequisites of DAC Membership
.. The  DAC  shall  be  composed  solely  of  independent
  directors.
.. The DAC shall be comprised of a minimum of two
  directors, each of whom is financially literate or becomes
  financially literate within a reasonable period of time
  after his or her appointment to the DAC, and at least one of
  whom shall have accounting or related financial management
  experience.

DAC Function
.. The full board and the DAC committee have the ultimate
  authority and responsibility to select, oversee, evaluate,
  set the compensation of and, where appropriate, replace the
  outside auditor (or to nominate the outside auditor to  be
  proposed  for stockholder approval in the Company's  proxy
  statement). The outside auditor is ultimately accountable to
  the board of directors and the DAC as the representatives of
  the stockholders.

Roles and responsibilities

Internal Control

.. Confirm  and  ensure that management  is  setting  the
  appropriate  tone at the top by communicating the  ongoing
  importance  of  internal controls and  ensuring  that  all
  individuals  involved  possess an understanding  of  their
  roles and responsibilities;
.. Ensure that internal control recommendations made by
  external auditors have been implemented by management; and
.. Ensure that the external auditors keep the DAC informed
  about potential fraud, illegal acts, deficiencies in
  internal control, and other related matters.

Financial Reporting

General
.. Review  significant accounting and  reporting  issues,
  including recent professional and regulatory pronouncements,
  and  understand  their impact on the  Company's  financial
  statements; and
.. Ask  management  and the external auditors  about  (i)
  significant risks and exposures and the plans to  mitigate
  such risks and (ii) significant financial reporting issues
  and judgments made in connection with the preparation of the
  Company's financial statements.

Annual Financial Statements
.. Review the annual financial statements to ensure  that
  they are complete and consistent with the information known
  to  DAC  members,  and  to assess  whether  the  financial
  statements  were  prepared and rendered using  appropriate
  accounting principles;

.. Pay particular attention to complex and/or unusual
  transactions.


.. Focus on judgmental areas such as those involving
  valuation of assets and liabilities, including, for example,
  the accounting for and disclosure of obsolete or slow moving
  inventory; warranty, product, liability; litigation
  reserves; and commitments and contingencies;

.. Meet with management and the external auditors as
  appropriate to review the financial statements and the
  results of the audit;

.. Consider management's handling of proposed audit
  adjustments identified by the external auditors;

.. Review the MD&A and other sections of the Company's
  Annual Report on Form 10-K or 10-KSB (the "Annual Report")
  before its release and consider whether the information is
  adequate and consistent with DAC members' knowledge about
  the Company and its operations; and

.. Ensure that the external auditors communicate certain
  required matters to the DAC.

Interim Financial Statements
..  Be  briefed on how management develops and  summarizes
  quarterly  financial information, the extent  of  internal
  audit involvement, the extent to which the external auditors
  review  quarterly financial information, and whether  that
  review is performed on a pre-or post-issuance basis;
.. Meet with management and, if a pre-issuance review was
  completed, with the external auditors, either telephonically
  or in person, to review the interim financial statements and
  the results of the review;

.. To gain insight into the fairness of the interim
  statements and disclosures, obtain explanations from
  management and from the external auditors on whether:
.. Actual financial results for the quarter or interim
  period varied significantly from budgeted or projected
  results;

.. Changes in financial ratios and relationships in the
  interim financial statements are consistent with changes in
  the Company's operations and financing practices;

.. Generally accepted accounting principles have been
  consistently applied;

.. There are any actual or proposed changes in accounting
  or financial reporting practices;

.. There are any significant or unusual events or
  transactions;

.. The Company's financial and operating controls are
  functioning effectively;

.. The interim financial statements contain adequate and
  appropriate disclosures.

.. Ensure that the external auditors communicate certain
  required matters to the DAC.

Compliance with Laws and Regulations
.. Review  the effectiveness of the system for monitoring
  compliance  with laws and regulations and the  results  of
  management's   investigation  and   follow-up   (including
  disciplinary action) on any fraudulent acts, irregularities
  or breach of laws and regulations;

.. Periodically obtain updates from management, general
  counsel, and tax director regarding compliance;

.. Ensure that there has been full compliance with all
  regulations; and

.. Review the findings of any examinations by regulatory
  or self-regulatory agencies such as the Securities and
  Exchange Commission, a stock exchange or quotation system.

Compliance with Code of Conduct
.. Ensure that a code of conduct is formalized in writing
  and effectively communicated to all officers and employees
  which includes complaint administration by the DAC;

.. Evaluate whether management is setting the appropriate
  tone at the top by communicating the importance of the code
  of conduct and the guidelines for acceptable business
  practices;

.. Review the program for monitoring compliance with the
  code of conduct.

External Audit
.. Review  the  external auditors' proposed audit  scope,
  approach and compensation;

.. Review with the auditors any audit problems or
  difficulties and management's response;

.. Review the performance of the external auditors and
  recommend to the full board the appointment or discharge of
  the external auditors; and

.. Review and confirm the independence of the external
  auditors by reviewing the nonaudit services provided and the
  auditor's assertion of their independence in accordance with
  professional standards.

Other Responsibilities
.. Meet with the external auditors, and with management in
  separate executive sessions to discuss any matters that the
  DAC or these groups believe should be discussed privately;

.. Ensure that significant findings and recommendations
  made by the external auditors are received and discussed on
  a timely basis;

.. Review, with the Company's counsel, any legal matters
  that could have a significant impact on the Company's
  financial statements;

.. Review the policies and procedures in effect for
  considering officers' expenses and perquisites;

.. Perform other oversight functions as requested by the
  full board;

.. Review and update the DAC charter; subject to approval
  of changes from the full board.

Resources
.. The DAC shall have the authority to engage independent
  counsel and other advisers, as it determines necessary  to
  carry  out  its  duties  and  the  Company  shall  provide
  appropriate funding to support the DAC.

Reporting Responsibilities
.. Regularly  update the board about DAC  activities  and
  make appropriate recommendations.

.. File annually with the Company's proxy statement, a
  report stating that it has reviewed and discussed the
  audited financial statements with the Company's management
  and external auditors including required audit
  communications.