CHANGE IN TERMS AGREEMENT


Borrower:  Dynasil Corporation of America
           385 Cooper Road
           West Berlin, NJ  08091-9145

Lender:  Susquehanna Bank
         Camden Corporate Office
         Two Aquarium Drive
         4th Floor
         Camden, NJ  08103

Principal Amount: $1,000,000        Date of Agreement:
January 21, 2010

DESCRIPTION OF EXISTING INDEBTEDNESS.  Original Promissory
Note dated July 1, 2008 and most recent Change in
Terms/Modification if applicable.

DESCRIPTION OF CHANGE IN TERMS.  Bank and Borrower agree the
maturity date shall be extended from January 31, 2010 to
April 30, 2010 with a floor rate of 4.00% of even date.
Except as expressly changed by this Agreement, Borrower
hereby re-affirms the obligations under the Note dated July
1, 2008 as subsequently modified, if applicable, and further
affirms all terms contained in that Note as modified.

Any reference to the Note in any documents securing,
guaranteeing, supporting or modifying the Note and the
obligations created in the Note, shall be deemed to refer to
the Note as hereby amended.  Any documents related to the
Note shall be deemed to be so amended.

PAYMENT.  Borrower will pay this loan in full immediately
upon Lender's demand.  If no demand is made, Borrower will
pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on April 30, 2010.  In
addition, Borrower will pay regular monthly payments of all
accrued unpaid interest due as of each payment date,
beginning January 31, 2010, with all subsequent interest
payments to be due on the same day of each month after that.

VARIABLE INTEREST RATE.  The interest rate on this loan is
subject to change from time to time based on changes in an
independent index which is the Prime Rate as published in
the Money Rates section of the Wall Street Journal.  When a
range of rates has been published, the higher rate will be
used ("the Index").  The Index is not necessarily the lowest
rate charged by Lender on its loans.  If the Index becomes
unavailable during the term of this loan, Lender may
designate a substitute index after notifying Borrower.
Lender will tell Borrower the current index rate upon
Borrower's request.  The interest rate change will not occur
more often than each day.  Borrower understands that Lender
may make loans based on other rates as well.  The Index is
currently 3.250% per annum.  Interest on the unpaid
principal balance of this loan will be calculated as
described in the "INTEREST CALCULATION METHOD" paragraph
using a rate equal to the Index, adjusted if necessary for
any minimum and maximum rate limitations described below,
resulting in an initial rate of 4.000% per annum based on a
year of 360 days.  NOTICE: Under no circumstances will the
interest rate on this loan be less than 4.000% per annum or
more than the maximum rate allowed by applicable law.

INTEREST CALCULATION METHOD.  Interest on this loan is
computed on a 365/360 basis; that is, by applying the ratio
of the interest rate over a year of 360 days, multiplied by
the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding.  All
interest payable under this loan is computed using this
method.

CONTINUING VALIDITY.  Except as expressly changed by this
Agreement, the terms of the original obligation or
obligations, including all agreements evidenced or securing
the obligation(s), remain unchanged and in full force and
effect.  Consent by Lender to this Agreement does not waive
Lender's right to strict performance of the obligation(s) as
changed, nor obligate Lender to make any future change in
terms.  Nothing in this Agreement will constitute a
satisfaction of the obligation(s).  It is the intention of
Lender to retain as liable parties all makers and endorsers
of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in
writing.  Any maker or endorser, including accommodation
makers, will not be released by virtue of this Agreement.
If any person who signed the original obligation does not
sign this Agreement below, then all persons signing below
acknowledge that this Agreement is given conditionally,
based on the representation to Lender that the non-signing
party consents to the changes and provisions of this
Agreement or otherwise will not be released by it.  This
waiver applies not only to any initial extension,
modification or release, but also to all such subsequent
actions.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND
UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING
THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE AGREEMENT.

BORROWER:



DYNASIL CORPORATION OF AMERICA

By:  /s/ Craig T Dunham
           -------------------
             Craig T Dunham,
             President of Dynasil Corporation of
             America