8-K

                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               Form 8-K

                            Current Report
    Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported) January 16, 2006
                  --------------------------

                 Dynasil Corporation of America
   ---------------------------------------------------------
      (Exact name of registrant as specified in its charter)

     New Jersey                   000-27503         22-1734088
- ---------------------------       ----------        -----------
(State or other                   (Commission     (IRS Employer
jurisdiction of incorporation)    File Number)  Identification No.)


            385 Cooper Road, West Berlin, New Jersey 08091
  ------------------------------------------------------------
      (Address of principal executive offices)     (ZIP Code)

Registrant's telephone number, including area code:  (856)-767-4600

                           Not Applicable
  ------------------------------------------------------------
     (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see
General Instructions A.2. below):

[] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))



Section 1 - Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

      On January 16, 2006, Dynasil Corporation of America
("Registrant" or "Dynasil"), entered into an Agreement of
Employment (the "Agreement") with Bruce M. Leonetti ("Mr.
Leonetti" or "Employee") to become Vice President- Sales and
Marketing effective January 23, 2006.  Mr. Leonetti replaces
Mr. Francis Ciancarelli who resigned earlier this month for
personal reasons.  The Agreement has a three year initial
term and automatic renewals for additional one year terms
unless earlier terminated at least 90 days prior to the
expiration of a term.  The Areement includes an initial
salary of $87,500 per annum and a performance based bonus
from 0-12% of base pay with a targeted bonus level of 10%.
The Agreement includes a $7,000 signing bonus payable in
Dynasil stock.  The Agreement requires that Dynasil pay
ninety days of severance pay if Dynasil terminates it during
its term for any reason other than "cause" as defined.  The
Agreement includes provisions for participation in Dynasil's
standard corporate benefits packages plus an automobile
expense allowance, company provided cell phone and health
club membership. The Agreement also includes customary
provisions for the protection of Dynasil's confidential
information and non-competition.

Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers

      Although Dynasil has not replaced or appointed a new
principal executive officer, president, principal financial
officer, principal accounting officer, principal operating
officer or any person performing similar functions, the
information reported under Item 1.01 is incorporated herein
by reference as if fully set forth herein.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

EXHIBIT INDEX

(c)  Exhibits

   10.15  Agreement of Employment by and between Dynasil and
Bruce Leonetti effective January 23, 2006.

                               -2-


                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act  of 1934, the registrant has duly caused this report  to
be  signed  on  its behalf by the undersigned hereunto  duly
authorized.

                              DYNASIL CORPORATION OF AMERICA
                                       (Registrant)

Date:  January 18, 2006       By:  /S/
                                    Craig T. Dunham
                                    President

EX-10

                     DYNASIL CORPORATION OF AMERICA
                         AGREEMENT OF EMPLOYMENT

     THIS  AGREEMENT is effective as of January 23, 2006, 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  subsidiaries  or  joint  or  business  ventures
(collectively,  the  "Company") and BRUCE  LEONETTI  ("Employee"),  whose
address is 314 Kresson-Gibbsboro Road Voorhees, NJ.

     1.  Employment.  Effective January 23, 2006 (the "Effective  Date"),
the  Company  agrees  to  employ Employee as Vice  President-  Sales  and
Marketing, with such duties as are customary for such position. At  least
initially,  Employee's duties will be focused on Sales and Marketing  for
the  Berlin, New Jersey operations of the Company although the duties may
evolve  into  an  expanded  role.  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 employment  and
agrees to devote his full time and skills to the conduct of the Company's
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.   In furtherance of the foregoing, Employee agrees  to  become
familiar  with  and  abide by all Company policies, employee  or  officer
handbooks  or  manuals,  codes of conduct, codes of  ethics  and  similar
statements or expressions of appropriate Company behavior.

     2. Term.

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

     (b)  This  Agreement shall automatically renew at  the  end  of  the
initial  Term  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 Eighty seven thousand five  hundred
dollars  ($87,500)  per annum payable for the first twelve  month  period
with  a  3%  increase for each of the second and the third  twelve  month
periods in accordance with the Company's regular payroll schedule.

     (b)  Bonus.  In each fiscal year during the Term of this  Agreement,
the  Company will pay an annual incentive bonus with a target  payout  of
10%  of base salary, a minimum of 0% and a maximum payout of 12% of  base
salary.   The  payout  goals will be mutually agreeable  goals  including
sales, profitability and other key business goals.  Goals will be set  at
the  start of each bonus year and the payout will occur no later than  14
days  after the completion of audited financial statements for the fiscal
year.   The  base  salary for each fiscal year payout will  be  equal  to
actual base salary amounts paid during that fiscal year.



     (c)  Signing Bonus.  On January 16, 2006, the Company will  pay  the
Employee a $7,000 signing bonus of $7,000 worth of Company stock with the
number of shares calculated based on the most recent stock sale as  of  8
am  January  16, 2006.  The Employee is responsible for all income  taxes
relating to this bonus.

     (d)  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
sole  discretion by the Company's President and CEO and/or its  Board  of
Directors.

     (e)  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.

     (f)  Annual  Review  after the Three Year Term. Notwithstanding  any
other  provision of this Agreement, Employee will be entitled to  receive
from   the  Company's  President  a  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  discuss
increases  in  the compensation and benefit provisions of this  Agreement
payable to the Employee starting with any renewal of this Agreement.

     (g)  Severance.  In  the event this Agreement is terminated  by  the
Company for any reason other than "Cause" as set forth in paragraph  5(a)
of  this  Agreement or for non-renewal as per paragraph 2(b), the Company
will  continue to make payments to Employee for ninety (90) days  of  his
base  salary at the time of termination (payable in accordance  with  the
Company's   regular  weekly  payroll  schedule).    Notwithstanding   the
foregoing,  Employee agrees that during any period during  which  amounts
are  payable pursuant to this paragraph 3(g) of this Agreement,  Employee
shall  diligently  seek  suitable new employment  and  that  amounts  and
benefits  payable  pursuant to this paragraph 3(g) shall  terminate  once
Employee  has  commenced such new employment if such commencement  occurs
within such ninety (90) day period of salary continuation.

     4. Other Benefits During the Employment Period.

     (a)  Employee shall receive all other benefits substantially similar
to  those  generally  available  to  the  Company's  Berlin,  New  Jersey
employees  (collectively,  "Benefits").  The Benefits  currently  include
health   insurance,  paid  holidays,  life  insurance,  401k  plan,   and
disability  insurance.   The employee will pay 20%  of  health  insurance
premium  costs as is the Company's current policy for new employees.   As
per the Company's Employee Manual, the benefits are subject to change and
some  of  the benefits have a waiting period (such as 90 days for  health
insurance) prior to going into effect.

     (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 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)  Employee shall be entitled to a weekly car allowance of $112.50
per  week  or  he may elect to be reimbursed for personal  car  usage  on
company business at the IRS rate per mile.

     (e)  The Company shall pay for Employee's: (i) an annual health club
membership  costing a maximum of $75 per month; and (ii) a  company  paid
cell phone.

                                    -2-


     5.  Termination. This Agreement is subject to termination  prior  to
the expiration of its initial term or any extended term for 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, codes 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 required of  him
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.

     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 its funds. 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 hereunder  and
previously with the Company, Employee has received or had access  to,  or
contributed  to the production of Confidential Information  and/or  Trade
Secrets. Confidential Information or Trade Secrets means information that
is  proprietary  to or in the unique knowledge of the 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 confidentiality  or  secrecy.
Confidential  Information shall also include all terms and conditions  of
this Agreement.

     Employee understands and acknowledges that all such information that
he  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,   business,  strategic,  marketing,   production,
distribution  or  similar  plans  or  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.

                                    -3-



     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 his own or a third
party's benefit.

     8.  Return of Property. Employee agrees that upon the termination of
his  employment with the Company that he 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
Confidential   Information  or  Trade  Secrets,   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(ies) of such information.

     9.  Non-competition. Employee understands and agrees  that,  in  the
performance  of his duties under this Agreement and as a  result  of  his
previous  employment by the Company, Employee may at times meet with  the
Company's customers and/or suppliers and that, as a consequence of  using
or associating himself with the Company's name, goodwill and professional
reputation,  Employee's employment will place him  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 his duties under
this Agreement and as a result of his previous employment by the Company,
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 eighteen (18) 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  eighteen  (18)  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.

                                    -4-



     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 New Jersey, 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 respect to the subject matter hereof. 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 or understanding 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 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 of the State of New Jersey.

     (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.

                                    -5-



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

                                   DYNASIL CORPORATION OF AMERICA


                                   By: /s/ Craig T. Dunham
                                        Craig T. Dunham
                                        President and CEO

                                   EMPLOYEE:


                                   /s/ Bruce Leonetti
                                        Bruce Leonetti








                                    -6-