**Exhibit 10.1**

**SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT**

THIS SECOND AMENDMENT TO SECURITIESPURCHASE AGREEMENT (this “**Amendment**”) is made as of this 10th day of May, 2006, by and among Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida33432 (the **“Company**”), on the one hand, and HBK Main Street Investments L.P., Castlerigg Master Investments, Ltd. and CS Equity II, LLC (each individually, a “**Buyer**” and collectively, the“**Buyers**”). 

**Recitals**

**WHEREAS,**the Company and Buyers are parties to that certain Securities Purchase Agreement, dated as of February 10, 2006, as amended from time to time (the “**Agreement**”). Capitalized termsused but not defined herein shall have the meanings ascribed thereto in the Agreement; and 

**WHEREAS,** the Company and Purchaserdesire to amend the Agreement to revise certain provisions pertaining to the Additional Closing Notice Deadline and the Additional Closing Deadline required under the Agreement. 

**NOW, THEREFORE,**in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows: 

1. Section 1(c) of the Agreement is hereby amended by deleting the words “May10, 2006” and substituting the words “June 9, 2006” therefor, by deleting the words “May 19, 2006” and substituting the words “June 30, 2006” therefor, by deleting the words “July 20, 2006” andsubstituting the words “September 5, 2006” therefor and by deleting the words “July 31, 2006” and substituting the words “September 15, 2006” therefor. 

2. Section 4(i) of the Agreement is hereby amended by deleting the words “May 15, 2006” and substituting the words “May 22,2006” therefor. 

3. Section 4(p) of the Agreement is hereby amended by deleting the words “May 19, 2006” andsubstituting the words “June 30, 2006” therefor and be deleting the words “July 31, 2006” and substituting the words “September 15, 2006” therefor. 

4. Except as specifically amended hereby, the Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed.

5. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internallaws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other thanthe State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of 

Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, andhereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum orthat the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party atthe address for such notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve processin any manner permitted by law. **EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANYTRANSACTION CONTEMPLATED HEREBY.**

6. This Amendment may be executed in two or more identical counterparts, all of which shall beconsidered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon thesignatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. 

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**IN WITNESS WHEREOF,** each Buyer and the Company have caused their respective signature page to thisSecond Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 

 
**COMPANY:****DEVCON INTERNATIONAL CORP.**By: 
/s/ Stephen J. Ruzika
Name: Stephen J. RuzikaTitle: Chief Executive Officer and President
 

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**IN WITNESS WHEREOF,** each Buyer and the Company have caused their respective signature page to thisSecond Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 

 
**BUYERS:**
**HBK MAIN STREET INVESTMENTS L.P.**

By: HBK Investments L.P., Investment Advisor
By: 
/s/ J. Baker Gentry, Jr.
Name: J. Baker Gentry, Jr.Title:  Authorized Signatory
 

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**IN WITNESS WHEREOF,** each Buyer and the Company have caused their respective signature page to thisSecond Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 

 
**BUYERS:****CASTLERIGG MASTER INVESTMENTS, LTD.**By: 
/s/ Timothy O’Brien
Name: Timothy O’BrienTitle: Chief financial officer
 

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**IN WITNESS WHEREOF,** each Buyer and the Company have caused their respective signature page to thisSecond Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. 

 
**BUYERS:****CS EQUITY II LLC**By: 
/s/ Joseph Turitz
Name: Joseph TuritzTitle: Authorized Signatory
 

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