STATE OF DELAWARE
                   CERTIFICATE OF MERGER OF
                   FOREIGN CORPORATION INTO
                    A DOMESTIC CORPORATION

Pursuant  to  Title  8,  Section 252 of  the  Delaware  General
Corporation  Law,  the  undersigned  corporation  executed  the
following Certificate of Merger:

FIRST:       The  name of the surviving corporation is  Dynasil
Holdings Company, a Delaware corporation, and the name  of  the
corporation  being  merged into this surviving  corporation  is
Dynasil Corporation of America, a New Jersey corporation.

SECOND:     The Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent
corporations  pursuant to Title 8 Section 252  of  the  General
Corporation Law of the State of Delaware.

THIRD:      The name of the surviving corporation is Dynasil
Holdings Company, a Delaware corporation.

FOURTH:     The Certificate of Incorporation of the surviving
corporation shall be its Certificate of Incorporation.  (If
amendments are affected please set forth)

FIFTH:      The authorized stock and par value of the non-
Delaware corporation is as set forth in Exhibit A hereto.

SIXTH:      The merger is to become effective on filing.

SEVENTH:    The Agreement of Merger is on file at 385 Cooper
Road, West Berlin, NJ  08091, an office of the surviving
corporation.

EIGHTH:     A copy of the Agreement of Merger will be furnished
by the surviving corporation on request, without cost, to any
stockholder of the constituent corporations.

IN  WITNESS WHEREOF, said surviving corporation has caused this
certificate to be signed by an authorized officer, the 29th  of
February, A.D., 2008.


                              By:  /s/ Craig T. Dunham
                                        Authorized Officer

                              Name:     Craig T. Dunham
                                            Print or Type

                              Title:    President


                             EXHIBIT A TO CERTIFICATE OF MERGER


The  Corporation  is  authorized  to  issue  an  aggregate   of
35,000,000 shares, consisting of two classes, as follows:   One
class  of stock shall be 25,000,000 authorized shares of Common
Stock,  par value $0.0005 per share.  The other class of  stock
shall  be 10,000,000 authorized shares of Preferred Stock,  par
value $0.001.