EXHIBIT
      10.1





**EMPLOYMENT
      AGREEMENT**





This **EMPLOYMENT
      AGREEMENT** (" Agreement "),
      effective as of the 15th day of May, 2007, by and between Homeland Security
      Capital Corporation, a Delaware corporation (the **** " Company "),
      and
      Michael T. Brigante (the " Employee ").





**RECITALS**





In
      consideration of the mutual representations, warranties, covenants and
      agreements contained in this Agreement and other good and valuable consideration
      the receipt and sufficiency of which is hereby acknowledged, the parties agree
      as follows:





**1.**  **Employment** **.**




(a)  **Employment
      Period** .
      Subject
      to the terms and conditions set forth herein and unless sooner terminated as
      hereinafter provided, Company shall employ Employee and Employee agrees to
      serve
      as an employee of Company for a three-year period, from May 15, 2007 (the
“Commencement Data”) to the third anniversary of the date of the Commencement
      Date (the “ Employment
      Term ”),
      which
      Employment Term shall automatically renew for consecutive one year periods,
      unless a written notice of a party’s intention to terminate this Agreement at
      the expiration of the Employment Term (or any renewal term) is delivered by
      either party three (3) months prior to the expiration of the Employment Term
      or
      any renewal term, as applicable. For purposes of this Agreement, the Employment
      Term and any renewal term thereof are collectively referred to herein as the
      “ Employment
      Period .”
Any
      existing employment agreements between the parties are hereby terminated.




(b)  **Duties
      and Responsibilities** .
      During
      the Employment Period, the Employee shall serve initially as Senior Vice
      President of Finance and Chief Financial Officer. In such roles, Employee shall
      have such authority and responsibility and perform such duties as may be
      assigned to him from time to time by the Company’s chief executive officer, and
      in the absence of such assignment, such duties as are customary to Employee's
      office and as are necessary or appropriate to the business and operations of
      the
      Company and its subsidiaries. During the Employment Period, the Employee's
      employment shall be full time, Employee shall perform his duties honestly,
      diligently, in good faith and in the best interests of the Company and its
      subsidiaries, and Employee shall use his best efforts to promote the interests
      of the Company and its subsidiaries.




(c)  **Other
      Activities** .
      Except
      upon the prior written consent of the Company, the Employee, during the
      Employment Period, will not accept any other employment or consulting
      arrangement, except as approved by the Company’s chief executive officer. The
      Employee shall be permitted to serve in ventures such as passive real estate
      investments, serving on charitable and civic boards and organizations, and
      similar activities, so long as such activities do not materially interfere
      with
      or detract from the performance of Employee's duties or constitute a breach
      of
      any of the provisions contained in this Agreement.













**2.**  **Compensation** .




(a)  **Base
      Salary** .
      In
      consideration for the Employee's services hereunder and the restrictive
      covenants contained herein, the Employee shall be paid an annual base salary
      of
      $190,000 (the " Salary "),
      which
      salary shall be payable commencing as of date hereof and shall be payable in
      accordance with the Company's customary payroll practices. Notwithstanding
      the
      foregoing, Employee's annual Salary may be increased, but not decreased, at
      anytime and from time to time to levels greater than the level set forth in
      the
      preceding sentence at the discretion of the Board of Directors (the
      " Board ")
      of the
      Company to reflect merit or other increases.




(b)  **Bonus** **.** In
      addition to the Salary, Employee shall be entitled to such bonuses and benefits
      as may be determined by the Board with the advice of the Company’s chief
      executive officer. The bonus of the Employee may be in an amount up to 50%
      of
      his Salary. The bonus review for the Employee shall occur at the end of each
      fiscal year. Any bonus granted pursuant to this Section 2(b) shall be paid
      within ninety (90) days after the end of the fiscal year for which such bonus
      is
      earned. Additionally, upon the execution of this Agreement and the commencement
      of the Employment Term, the Employee will be paid a one time bonus of $5,000.00
      to be included with the next scheduled payroll term under the Company’s normal
      payroll practices.




(i)  **Equity
      Incentives** .
      Employee shall be eligible to receive such stock options or other equity
      incentives as may be determined by the Board, in its sole discretion. Initially,
      the Employee shall receive options to purchase 51,921,000 **** shares
      of
      the Company’s common stock (the “Common Stock”) with such options having an
      exercise price equal to the closing stock price of the Company’s common stock as
      quoted on the Over-the-Counter Bulletin Board as of the date of Board's approval
      of this Agreement. The options to purchase the Common Stock mentioned above
      shall vest pro rata at the end of each calendar quarter (5,769,000 per
      quarter) for nine (9) quarters beginning on June 30, 2007; provided, however,
      that vesting term shall be governed by stock option agreement between the
      Employer and the Company.




(c)  **Vacations** **.** The
      Employee shall be entitled to four (4) weeks of vacation on an annual basis.




(d)  **Other
      Benefits** .
      During
      the term of this Agreement, the Employee, shall be entitled to participate
      in
      any life insurance programs, disability programs, stock option plans, bonus
      plans, pension plans and other fringe benefit plans and programs as are from
      time to time established and maintained for the benefit of the Company's
      employees or executive officers, subject to the provisions of such plans and
      programs. The Company will provide the Employee the use of an automobile during
      the Employment Term.




(e)  **Expenses** .
      The
      Employee shall be reimbursed for all out-of-pocket expenses reasonably incurred
      by him on behalf of or in connection with the business of the Company including
      travel and lodging to visit the Company’s headquarters (which shall include
      either (i) the use of a corporate apartment in the Washington, DC area to be
      mutually agreed upon or (ii) a housing stipend) and other offices, pursuant
      to
      the normal standards and guidelines followed from time to time by the
      Company.






-2-






**3.**  **Termination** .




(a)  **For
      Cause** .
      The
      Company shall have the right to terminate this Agreement and to discharge the
      Employee for Cause (as defined below), at any time during the Employment Period.
      Termination for “ Cause ”
shall
      mean, during the Employment Period, (i) Employee's conduct that would constitute
      under federal or state law either a felony or a misdemeanor involving moral
      turpitude, or a determination by the Board, after consideration of all available
      information and following the procedures set forth below, that Employee has
      willfully violated Company policies or procedures involving discrimination,
      harassment, alcohol or substance abuse, or work place violence,
      (ii) Employee's actions or omissions that constitute fraud, dishonesty or
      gross misconduct, (iii) Employee's intentional breach of any fiduciary duty,
      (iv) the Employee’s gross negligence or willful misconduct in the performance of
      his duties hereunder, (v) Employee engages in any conduct, action or behavior
      that has or may reasonably be expected to have a material adverse effect on
      the
      reputation of Company, or Employee’s reputation or that is not befitting of an
      executive of the Company; or (vi) a material failure on the part of Employee
      to
      perform his obligations hereunder, which failure is not remedied within thirty
      (30) days after notice thereof is furnished by Company to Employee, or (vii)
      the
      Employee’s inability to perform his duties and responsibilities as provided
      herein due to his death or Disability. Any termination for Cause pursuant to
      this Section shall be given to the Employee in writing and shall set forth
      in
      detail all acts or omissions upon which the Company is relying to terminate
      the
      Employee for Cause. If an Employee is terminated for Cause, the Employee shall
      only be entitled to receive his accrued and unpaid Salary, bonus and other
      benefits through the termination date and the Company shall have no further
      obligations under this Agreement from and after the date of
      termination.




(b)  **Termination
      by Employee** .
      If the
      Employee shall resign or otherwise terminate his employment with the Company
      at
      anytime during the term of this Agreement, the Employee shall only be entitled
      to receive his accrued and unpaid Salary, bonus and other benefits through
      the
      termination date and the Company shall have no further obligations under this
      Agreement from and after the date of termination.




(c)  **Termination
      by Company Without Cause** .
      At any
      time during the term of this Agreement, the Company shall have the right to
      terminate this Agreement and to discharge the Employee without Cause effective
      upon delivery of written notice to the Employee. Upon any such termination
      by
      the Company without Cause, the Company shall pay to the Employee all of the
      Employee's accrued but unpaid Salary through the date of termination, and
      continue to pay to or provide for the Employee his Salary payable in accordance
      with Section 2(a) for the lesser of (y) the remaining Employment Term or (z)
      six
      (6) months from the date of termination, when and as the same would have been
      due and payable hereunder but for such termination (the " Severance
      Payments ").
      Other
      than the Severance Payments, the Company shall have no further obligation to
      the
      Employee except for the obligations set forth in this Section 3 of the Agreement
      after the date of such termination; *provided,
      however* ,
      that
      the Employee shall only be entitled to continuation of the Severance Payments
      as
      long as he is in compliance with the provisions of Sections 4 and 5 of this
      Agreement.






-3-






(d)  **Termination
      by the Employee for Good Reason** .
      The
      Employee shall have the right to terminate this Agreement for Good Reason (as
      defined below), at any time during the Employment Period. Termination for
“ Good
      Reason ”
shall
      mean, during the Employment Period, (i) Employer’s assignment to the Employee,
      without his consent, of any duties other than those contemplated by Section
      1(b)
      hereof, or any limitation of the powers of the Employee in any respect not
      contemplated by Section 1(b) hereof, (ii)  removal of the Employee from or
      any failure to re-elect the Employee to the positions indicated in Section
      1(b)
      hereof, (iii) any reduction in the Employee’s Salary, Bonuses, Equity
      Incentives, Vacations, Other Benefits or Expenses effected without the agreement
      of the Employee or as otherwise permitted by this Agreement, (iv) Employer’s
      requirement for Employee to permanently carry on his Duties and Responsibilities
      in any location other than the Washington, DC area, (v) Employer’s requirement
      for Employee to perform acts that constitute fraud, dishonestly or violation
      of
      the codes of professional ethics or conduct (as defined by the American
      Institute of Certified Public Accountants (AICPA)), (vi) a material failure
      on
      the part of Employer to perform its obligations hereunder, which failure is
      not
      remedied within thirty (30) days after written notice thereof is furnished
      by
      Employee to Company, (vii) any failures by the Employer to comply with Sections
      1, 11 or 18 of this Agreement, or (viii) failure of the Employer to maintain
      Directors and Officers liability insurance, with a minimum coverage of three
      (3)
      million dollars throughout the Employment Term. Any termination by the Employee
      for Good Reason pursuant to this Section shall be given to the Employer in
      writing and shall set forth in detail all acts or omissions upon which the
      Employee is relying to terminate his Employment for Good Reason. If the Employee
      terminates his Employment for Good Reason, as defined in this Section 3(d)
      the
      Employee shall be entitled to receive his accrued and unpaid Salary, bonus
      and
      other benefits through the termination date and receive Severance Payments
      as
      defined in Section 3(c) above.




(e)  **Disability
      of the Employee** .
      This
      Agreement may be terminated by the Company upon the Disability of the Employee.
      " Disability "
      shall
      mean any mental or physical illness, condition, disability or incapacity which
      prevents the Employee from reasonably discharging his duties and
      responsibilities under this Agreement for a period of ninety (90) days in any
      one hundred eighty (180) day period. In the event that any disagreement or
      dispute shall arise between the Company and the Employee as to whether the
      Employee suffers from any Disability, then, in such event, the Employee shall
      submit to the physical or mental examination of a physician licensed under
      the
      laws of the State of Delaware, who is mutually agreeable to the Company and
      the
      Employee, and such physician shall determine whether the Employee suffers from
      any Disability. In the absence of fraud or bad faith, the determination of
      such
      physician shall be final and binding upon the Company and the Employee. The
      entire cost of such examination shall be paid for solely by the Company. In
      the
      event the Company has purchased Disability insurance for Employee, the Employee
      shall be deemed disabled if he is completely (fully) disabled as defined by
      the
      terms of the Disability policy. On the date that the Employee is deemed to
      have
      a Disability, this Agreement will be deemed to have been terminated and (i)
      the
      Employee shall be entitled to receive from the Company his accrued and unpaid
      Salary, bonus and other benefits through the termination date and (ii) the
      amounts set forth in clause (i) of **** Section
      3(c). Other than as set forth in the preceding sentence, the Company shall
      have
      no further obligations under this Agreement from and after the date of
      termination due to Disability.




(f)  **Death
      of the Employee** **.** In
      the
      event of the death of Employee, the employment of the Employee by the Company
      shall automatically terminate on the date of the Employee's death and the
      Company shall be obligated to pay Employee’s estate (i) the Employee’s accrued
      and unpaid Salary, bonus and other benefits through the termination date and
      (ii) the amounts set forth in clause (i) of Section 3(c). Other than as set
      forth in the preceding sentence, the Company shall have no further obligations
      under this Agreement from and after the date of termination due to the death
      of
      the Employee.






-4-






**4.**  **Restrictive
      Covenants** **.** In
      consideration of his employment and the other benefits arising under this
      Agreement, the Employee agrees that during the Employment Period, and for (i)
      the greater of the balance of the Employment Term or one (1) year following
      the
      termination of this Agreement by the Company “for cause” or termination of this
      Agreement by the Employee or (ii) six months in the event the Employee is
      terminated “without cause” or terminates his Employment for “good reason”
(provided that he Company continues to make the payments due the Employee
      hereunder), the Employee (or any affiliate) shall not directly or
      indirectly:




(a)  own,
      manage, operate, join, control or participate in the ownership, management,
      operation or control of, or be employed or retained by, render services to,
      provide financing (equity or debt) or advice to, or otherwise be connected
      in
      any manner with any business that at any time competes with any business of
      the
      Company, including the Business (as defined in the Purchase Agreement), anywhere
      in the United States; provided, however, that nothing contained herein shall
      prevent the purchase or ownership by the Employee of less than 1% of the
      outstanding equity securities of any class of securities of a company registered
      under Section 12 of the Securities Exchange Act of 1934, as amended;
      or




(b)  for
      any
      reason, (i) induce any customer or supplier of the Company or any of its
      subsidiaries or affiliates to patronize or do business with any business
      directly or indirectly in competition with the businesses conducted by the
      Company or any of its subsidiaries or affiliates in any market in which the
      Company or any of its subsidiaries or affiliates does business; (ii) canvass,
      solicit or accept from any customer or supplier of the Company or any of its
      subsidiaries or affiliates any such competitive business; or (iii) request
      or
      advise any customer or vendor of the Company or any of its subsidiaries or
      affiliates to withdraw, curtail or cancel any such customer's or vendor's
      business with the Company or any of its subsidiaries or affiliates;
      or




(c)  for
      any
      reason, employ, or knowingly permit any company or business directly or
      indirectly controlled by him, to employ, any person who was employed by the
      Company or any of its subsidiaries or affiliates at or within the
      prior **** one
      (1)
      year **,** or
      in any
      manner seek to induce any such person to leave his or her
      employment.




**5.**  **Confidentiality;
      Work Product** **.** (a) The
      Employee agrees that at all times during the term of this Agreement and after
      the termination of employment with the Company for as long as such information
      remains non-public information, the Employee shall (i) hold in confidence and
      refrain from disclosing to any other party all information, whether written
      or
      oral, tangible or intangible, of a private, secret, proprietary or confidential
      nature, of or concerning the Company or any of its subsidiaries or affiliates
      and their business and operations, and all files, letters, memoranda, reports,
      records, computer disks or other computer storage medium, data, models or any
      photographic or other tangible materials containing such information
      (" Confidential
      Information "),
      including without limitation, any sales, promotional or marketing plans,
      programs, techniques, practices or strategies, any expansion plans (including
      existing and entry into new geographic and/or product markets), and any customer
      lists, (ii) use the Confidential Information solely in connection with his
      employment with the Company or any of its subsidiaries or affiliates and for
      no
      other purpose, (iii) take all precautions necessary to ensure that the
      Confidential Information shall not be, or be permitted to be, shown, copied
      or
      disclosed to third parties, without the prior written consent of the Company
      or
      any of its subsidiaries or affiliates, and (iv) observe all security policies
      implemented by the Company or any of its subsidiaries or affiliates from time
      to
      time with respect to the Confidential Information. In the event that the
      Employee is ordered to disclose any Confidential Information, whether in a
      legal
      or regulatory proceeding or otherwise, the Employee shall provide the Company
      or
      any of its subsidiaries or affiliates with prompt notice of such request or
      order so that the Company or any of its subsidiaries or affiliates may seek
      to
      prevent disclosure. In addition to the foregoing the Employee shall not at
      any
      time libel, defame, ridicule or otherwise disparage the Company.






-5-






(b)  For
      the
      purposes of this Agreement, " Work
      Product "
      shall
      mean the data, materials, documentation, computer programs, inventions (whether
      or not patentable), and all works of authorship, including all worldwide rights
      therein under patent, copyright, trade secret, confidential information, or
      other proprietary right. The
      Employee hereby assigns to the Company all rights, title and interest in such
      Work Product made or conceived by the Employee alone or jointly with
      others (whether during
      the Employment Period or
      any
      period of employment with the Company or any of its affiliates following the
      Employment Period) which relates t o
      the
      business of the Company or any such affiliate. This assignment shall include
      (a)
      the right to file and prosecute patent applications on such Work Product in
      any
      and all countries, (b) the patent applications filed and patents issuing thereon
      and (c) the right to obtain copyright, trademark or trade name protection for
      any such Work Product. The Employee shall promptly and fully disclose all such
      Work Product to the Company and reasonably assist the Company, at the Company's
      expense, in obtaining and protecting the rights therein (including patents
      thereon) in any and all countries; provided, however, that said Work Product
      will be the property of the Company, whether or not patented or registered
      for
      copyright, trademark or trade name protection, as the case may be. Work Product
      conceived by the Employee, which is not related to the business of the Company,
      will remain the property of the Employee.




**6.**  **Specific
      Performance; Injunction** **.** The
      parties agree and acknowledge that the restrictions contained in Sections 4
      and
      5 are reasonable in scope and duration and are necessary to protect the Company
      or any of its subsidiaries or affiliates. If any provision of Sections 4 or
      5 as
      applied to any party or to any circumstance is adjudged by a court to be invalid
      or unenforceable, the same shall in no way affect any other circumstance or
      the
      validity or enforceability of any other provision of this Agreement. If any
      such
      provision, or any part thereof, is held to be unenforceable because of the
      duration of such provision or the area covered thereby, the parties agree that
      the court making such determination shall have the power to reduce the duration
      and/or area of such provision, and/or to delete specific words or phrases,
      and
      in its reduced form, such provision shall then be enforceable and shall be
      enforced. The Employee agrees and acknowledges that the breach of Sections
      4 or
      5 will cause irreparable injury to the Company or any of its subsidiaries or
      affiliates and upon breach of any provision of such Sections, the Company or
      any
      of its subsidiaries or affiliates shall be entitled to injunctive relief,
      specific performance or other equitable relief, without being required to post
      a
      bond; *provided,
      however,* that,
      this shall in no way limit any other remedies which the Company or any of its
      subsidiaries or affiliates may have (including, without limitation, the right
      to
      seek monetary damages).






-6-






**7.**  **Notices** **.** All
      notices, requests, demands, claims and other communications hereunder shall
      be
      in writing and shall be deemed given if delivered by hand delivery, by certified
      or registered mail (first class postage pre-paid), guaranteed overnight delivery
      or facsimile transmission if such transmission is confirmed by delivery by
      certified or registered mail (first class postage pre-paid) or guaranteed
      overnight delivery to, the following addresses and telecopy numbers (or to
      such
      other addresses or telecopy numbers which such party shall designate in writing
      to the other parties): (a) if to the Company, at its principal executive
      offices, addressed to the President, with a copy to Clayton Parker, Esq.,
      Kirkpatrick & Lockhart Preston Gates Ellis LLP, 201 South Biscayne Blvd,
      Suite 2000, Miami, Florida 33131; and (b) if to the Employee, at the address
      listed on the signature page hereto.




**8.**  **Amendment;
      Waiver** **.** This
      Agreement may not be modified, amended, or supplemented, except by written
      instrument executed by all parties. No failure to exercise, and no delay in
      exercising, any right, power or privilege under this Agreement shall operate
      as
      a waiver, nor shall any single or partial exercise of any right, power or
      privilege hereunder preclude the exercise of any other right, power or
      privilege. No waiver of any breach of any provision shall be deemed to be a
      waiver of any preceding or succeeding breach of the same or any other provision,
      nor shall any waiver be implied from any course of dealing between the parties.
      No extension of time for performance of any obligations or other acts hereunder
      or under any other agreement shall be deemed to be an extension of the time
      for
      performance of any other obligations or any other acts. The rights and remedies
      of the parties under this Agreement are in addition to all other rights and
      remedies, at law or equity, that they may have against each other.




**9.**  **Assignment;
      Third Party Beneficiary** **.** This
      Agreement, and the Employee's rights and obligations hereunder, may not be
      assigned or delegated by him. The Company may assign its rights, and delegate
      its obligations, hereunder to any affiliate of the Company, or any successor
      to
      the Company, specifically including the restrictive covenants set forth in
      Sections 4 and 5 hereof. The rights and obligations of the Company under this
      Agreement shall inure to the benefit of and be binding upon its respective
      successors and assigns.




**10.**  **Severability;
      Survival** **.** In the
      event that any provision of this Agreement is found to be void and unenforceable
      by a court of competent jurisdiction, then such unenforceable provision shall
      be
      deemed modified so as to be enforceable (or if not subject to modification
      then
      eliminated herefrom) to the extent necessary to permit the remaining provisions
      to be enforced in accordance with the parties intention. The provisions of
      Sections 4 and 5 will survive the termination for any reason of the Employee's
      relationship with the Company.




**11.**  **Indemnification** **.** The
      Company agrees to indemnify the Employee during the term and after termination
      of this Agreement in accordance with the provisions of the Company's certificate
      of incorporation and bylaws and the laws of the State of Delaware and grant
      indemnification to the Employee on the same terms and limits as that of any
      executive employee, past, present or future, as, if and when the Company enters
      into such other indemnification agreement with such other executive
      employee(s).






-7-






**12.**  **Counterparts** **.** This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original but all of which together shall constitute one and the same
      instrument.




**13.**  **Governing
      Law** **.** This
      Agreement shall be construed in accordance with and governed for all purposes
      by
      the laws of the State of Delaware applicable to contracts executed and to be
      wholly performed within Delaware.




**14.**  **Entire
      Agreement** **.** This
      Agreement contains the entire understanding of the parties in respect of its
      subject matter and supersedes all prior agreements and understandings (oral
      or
      written) between or among the parties with respect to such subject matter.




**15.**  **Headings** **.** The
      headings of Paragraphs and Sections are for convenience of reference and are
      not
      part of this Agreement and shall not affect the interpretation of any of its
      terms.




**16.**  **Construction** **.** This
      Agreement shall be construed as a whole according to its fair meaning and not
      strictly for or against any party. The parties acknowledge that each of them
      has
      reviewed this Agreement and has had the opportunity to have it reviewed by
      their
      respective attorneys and that any rule of construction to the effect that
      ambiguities are to be resolved against the drafting party shall not apply in
      the
      interpretation of this Agreement.




**17.**  **Resolution
      of Disputes** **.** Any
      disputes arising under or in connection with this Agreement shall be resolved
      by
      third party mediation of the dispute and, failing that, by binding arbitration
      to be held in Wilmington, Delaware in accordance with the rules and procedures
      of the American Arbitration Association. Judgment upon the award rendered by
      the
      arbitrator(s) may be entered in any court having jurisdiction thereof. Each
      party shall be responsible for its own costs and expenses (including attorney’s
      fees) with respect any dispute hereunder.




**18.**  **Withholding** **.** All
      payments made to the Employee shall be made net of any applicable withholding
      for income taxes and the Employee's share of FICA, FUTA or other taxes. The
      Company shall withhold such amounts from such payments to the extent required
      by
      applicable law and remit such amounts to the applicable governmental authorities
      in accordance with applicable law.





-8-




**19.**  **Indemnification** **.** Employee
        represents and warrants that his execution and performance of this Agreement
        will not conflict or cause a breach of any other agreement of the Employee
        (including, but not limited to, any previous employment agreement of the
        Employee). In the event that the execution and performance of this Agreement
        results in any claim or action against the Company pursuant to any other
        agreement of the Employee, the Employee agrees to indemnify and hold harmless
        the Company and, where applicable, its directors, officers, employees, agents,
        advisors and shareholders from and against any and all loss, liability, claim,
        damage and expense whatsoever (including, without limitation, any and all
        fees,
        costs and expenses whatsoever reasonably incurred in investigating, preparing
        or
        defending against any claim, lawsuit, administrative proceeding or investigation
        whether commenced or threatened) arising out of or based upon the breach
        of
        representation of the Employee in the preceding sentence. Notwithstanding
        the
        above, the Employee only indemnifies the aforementioned parties to the extent
        of
        damages or claims, commenced or threatened, resulting from the representations
        or warrantees of the Employee specific to any previous employment or consulting
        agreements and not against any damages or claims, commenced or threatened,
        specific to any conflicts, breaches or actions, past, present or future,
        of the
        other parties mentioned in this section.







**[REMAINDER
      OF PAGE BLANK]**






-9-






**IN
      WITNESS WHEREOF,** the
      parties have executed this Agreement effective as of the date first above
      written.




**HOMELAND
              SECURITY CAPITAL CORPORATION,**a Delaware corporationBy:
            /s/ C.
              Thomas
              McMillenName:
              C. Thomas McMillenTitle:
              Chief Executive Officer







**EMPLOYEE:**By:
            /s/ Michael
              T. BriganteName:
              Michael T. BriganteAddress for Notices:17 Daniel DriveHillsborough, NJ 08844






Signature
      Page for Employment Agreement






-10-





**Exhibit
      A**





**Exceptions
      to Non-Compete**








None