EXHIBIT
10.30.1

     

    THIS
AGREEMENT (the “Agreement”), dated as
of October 28, 2009, is entered into by and among SteelCloud, Inc. (the “Company”) and
Westminster Securities, a division of Hudson Securities Inc. (the “Placement
Agent”).   Defined terms not otherwise defined herein
shall have the meanings set forth in the Engagement Agreement (as defined
below).

    


    WHEREAS,
pursuant to an engagement agreement dated September 3, 2009 (the “Engagement
Agreement”) the Company engaged the Placement Agent as its placement
agent in connection with a proposed placement of registered securities of the
Company; and

     

    WHEREAS,
the Company and the Placement Agent desire to amend the Engagement Agreement as
set forth hereunder.

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agrees as follows:

     

    
      	
               
      

            	
              1.

            	
              Amendments.

            


    

    


    
      	
               
      

            	
              a.

            	
              Section
      1 of the Engagement Agreement is hereby amended and replaced in its
      entirety with the following:

            


    

    


    [“INTENTIONALLY
OMITTED”]

    


    
      	
               
      

            	
              b.

            	
              Section
      2 of the Engagement Agreement is hereby amended and replaced in its
      entirety with the following:

            


    

    


    “At
each closing of a Financing, the Company shall pay to Westminster a cash
commission fee of 8% from the gross proceeds of each such
closing.  Notwithstanding the foregoing, Westminster shall not be
entitled to receive any cash commission fee for (i) investments made by the
Bridge Investor listed in Schedule “B” attached hereto, (ii) for investments
made by any members of the Board of Directors and Officers listed in Schedule
“C” attached hereto, and (iii) for all investments made by investors introduced
by the board and management of the Company prior to FINRA issuing a “no
objection” letter in respect of Westminster’s compensation and services
hereunder.”

    


    
      	
               
      

            	
              c.

            	
              Section
      3 of the Engagement Agreement is hereby amended and replaced in its
      entirety with the following:

            


    

    


    “Promptly
following the final closing, if the Financing involved equity or securities
convertible or exchangeable for equity, the Company shall issue to Westminster,
or its designee, warrants (“Agent Warrants”) to purchase 5% of the total common
stock issued and issuable (including common stock underlying warrants and
convertible securities) but excluding all common stock issued and issuable to
the individuals listed in section 2(i), 2(ii) and 2(iii) above.  The
Agent Warrants shall have the same terms as the warrants (if any) issued to the
investors in the Financing except that the exercise price shall be 125% of the
public offering price per share and shall have a term of exercise expiring no
later than 5 years from the effective date of the registration statement filed
in connection with the Financing.  The Agent Warrants shall not have
antidilution protections or be transferable for six months from the date of the
Financing except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule
5110.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              d. 

            	
              Section
      10 of the Engagement Agreement is hereby amended and replaced in its
      entirety with the following:

            


    

    


    “Expenses.  Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to
reimburse Westminster’s reasonable expenses (with supporting invoices/receipts)
up to a maximum of 2% of the aggregate gross proceeds raised in the Financing
(excluding the
investments made by investors listed in Section 2(i), 2(ii) and 2(iii)),
but in no event more than $20,000 without the company’s prior written consent.
Upon execution of this Agreement, the Company shall pay $20,000 as an advance of
such reasonable expenses to Westminster, which amounts shall be non-refundable
to the extent Westminster provides the Company with supporting invoices/receipts
of actual expenses incurred./”

    


    
      	
               
      

            	
              2.

            	
              Miscellaneous.

            


    

    


    (a)           Except
as expressly set forth above, all of the terms and conditions of the Engagement
Agreement shall continue in full force and effect after the execution of this
Agreement and shall not be in any way changed, modified or superseded by the
terms set forth herein.

    


     (b)           This
Agreement may be executed in two or more counterparts and by facsimile signature
or otherwise, and each of such counterparts shall be deemed an original and all
of such counterparts together shall constitute one and the same
agreement.

     

     

    IN
WITNESS WHEREOF, this Agreement is executed as of the date first set forth
above.

     

    


    STEELCLOUD, INC.

    


    By:  /s/ Brian Hajost

    
      

    

    Name: 
Brian Hajost

    Title: 
President and Chief Executive Officer

    


    HUDSON SECURITIES, INC.

    


    By:  /s/ John P.
O'Shea

    
      
        

      

    

    Name: 
John P. O'Shea

    Title:
Executive Vice President