DYNASIL CORPORATION OF AMERICA
                    AMENDMENT TO AGREEMENT OF EMPLOYMENT

     THIS AGREEMENT is dated as of June 15, 2007 and  amends the Agreement of
Employment  executed  August  21, 2006 and effective  October  2,  2006  (the
"Original  Agreement") by and between DYNASIL CORPORATION OF AMERICA,  a  New
Jersey corporation (the "Company"), and MEGAN SHAY ("Employee").

     WHEREAS,  the  Original Agreement contemplated that  the  parties  could
mutually  agree  that  Employee's time commitment pursuant  to  the  Original
Agreement  could be reduced from full-time to part-time six months after  the
Closing Date;

     WHEREAS, the transition contemplated by the Original Agreement  has  not
occurred as contemplated; and

     WHEREAS,  the  Company  and  the Employee wish  to  amend  the  Original
Agreement to reflect Employee's agreement to work on a full-time basis during
the  period  from  April  1,  2007  to September  30,  2007  (the  "Full-Time
Employment Extension Period").

     NOW, THEREFORE, the parties hereto agree as follows:

     1. The Company and Employee agree that notwithstanding Paragraph 2(a) of
the Original Agreement, Employee shall devote her full time and skills to the
conduct of the Company's and EMF's businesses during the Full-Time Employment
Extension Period.

     2.  In  consideration of Employee's agreement pursuant  to  Paragraph  1
above, the Company will pay the Employee an additional $25,000 for the  Full-
Time  Extension Period.  At Employee's election, the $25,000 may be  paid  to
Employee  either  during  the Full-Time Extension Period  or  by  adding  the
$25,000  to  the amounts owed to Employee by EMF with respect to  obligations
owed  to Employee for periods prior to the Effective Date.  In the event that
Employee  works  less than full time during the Full-Time  Extension  Period,
then  a mutually agreeable method will be developed to prorate the amount  of
the $25,000 which is paid.

     3.  Capitalized terms not defined herein have the meanings given in  the
Original Agreement.

     4.  The  obligation for payment as outlined in paragraph 2 shall survive
the expiration of the original employment agreement.

     5.  Unless  specifically  amended  herein,  all  terms,  conditions  and
provisions of the Original Agreement shall remain in full force and effect.

     IN  WITNESS  WHEREOF,  the  parties have  executed  and  delivered  this
Amendment to Agreement of Employment as of the date first above written.

                                   DYNASIL CORPORATION OF AMERICA
                                   By:  _______________
                                        Craig T. Dunham
                                        President and CEO

                                   EMPLOYEE:
                                        _______________
                                        Megan Shay