Exhibit 10.1





Exhibit
10.1




AMENDED AND RESTATED FORBEARANCE AGREEMENT




THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT (hereinafter, this “Agreement”) dated as of
October 26, 2011 is by and among:




YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital Partners, LP (the
“Lender”), a Cayman Islands exempt limited partnership with an office located at 101 Hudson
Street, Suite 3700, Jersey City, New Jersey 07302;




HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”) with its
principal office located at 4601 North Fairfax Road, Suite 1200, Arlington, VA 22203;




FIDUCIA HOLDINGS LLC, a Delaware limited liability company (“Fiducia”) with its
principal office located at 4601 North Fairfax Road, Suite 1200, Arlington, VA 22203; and




NTG MANAGEMENT CORP. (f/k/a Nexus Technologies Group, Inc.), a Delaware corporation
(“NTG” and, together with Fiducia, the “Guarantors” and each, a “Guarantor”) with its
principal office located at 4601 North Fairfax Road, Suite 1200, Arlington, VA 22203.



WITNESSETH




WHEREAS, the Lender has made loans and other financial accommodations to or for the benefit of
the Company and the Guarantors in accordance with the documents, instruments, and agreements set
forth on Exhibit A hereto (hereinafter, collectively, with all other documents, instruments, and
agreements executed in connection therewith or related thereto, the “Financing Documents”);



WHEREAS, Events of Default (as defined in the Financing Documents) have occurred and are
continuing as a consequence of the Company having failed to pay, when due at maturity, all
outstanding principal and accrued and unpaid interest under the Promissory Notes (the “Existing
Defaults”);



WHEREAS, pursuant to that certain Forbearance Agreement dated as of July 29, 2011, as amended
by that certain First Amendment to Forbearance Agreement dated as of September 7, 2011 (as amended,
the “Forbearance Agreement”), the Lender agreed to forbear from exercising its rights and remedies
under the Financing Documents and applicable law in respect of the Existing Defaults; and



WHEREAS, the Company has requested that the Lender extend the period during which it will
forbear from exercising its rights and remedies under the Financing Documents and applicable law in
respect of the Existing Defaults, and the Lender is willing to do so, but only on the terms and
conditions set forth herein.


 


 









 





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



Definitions





	1.	 	Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned
in the Financing Documents and the following terms shall have the following meanings:







“Ecology” means Safety & Ecology Holdings Corporation, a Nevada corporation.




“Ecology Sale” means a sale of all or substantially all of the assets of Ecology or a sale
or all or substantially all of the equity interests of Ecology.




“First March 2008 Promissory Note” shall have the meaning ascribed thereto in Exhibit A.




“Forbearance Effective Date” means the first date on which the conditions precedent
specified in Section 5 of this Agreement shall have been satisfied or the satisfaction
thereof shall have been waived in accordance with the terms hereof.




“Forbearance Period” means the period beginning on the Forbearance Effective Date and ending
on the Forbearance Termination Date.




“Forbearance Termination Date” means the earlier to occur of (i) the Termination Date and
(ii) a Termination Event.




“Net Cash Proceeds” means cash proceeds received by the Company from any sale, conveyance,
transfer, lease or other disposition (including the sale or factoring at maturity or
collection of any accounts), net of (i) the reasonable cash costs of sale, assignment or
other disposition (ii) taxes paid or reasonably estimated to be payable as a result thereof,
(iii) reserves for post-closing adjustments in the purchase price; provided
that, to the extent and at the time any such reserves are no longer required to be
maintained by the Company, such funds shall constitute Net Cash Proceeds and (iv)
post-closing adjustments to the purchase price in connection with any indemnification
payments made by the Company with respect thereto; provided, however, that
evidence of each of clauses (i), (ii), (iii) and (iv) above is provided to the Lender in
form and substance satisfactory to it in its sole and absolute discretion.




“November 28 Promissory Note” shall have the meaning ascribed thereto in Exhibit A.




“November 26 Promissory Note” shall have the meaning ascribed thereto in Exhibit A.




“Promissory Notes” shall have the meaning ascribed thereto in Exhibit A.


 


2









 






“Second March 2008 Promissory Note” shall have the meaning ascribed thereto in Exhibit A.




“Security Agreement” shall have the meaning ascribed thereto in Exhibit A.




“Stock Purchase Agreement” means that certain Stock Purchase Agreement dated as of July 15,
2011 by and among Perma-Fix Environmental Services, Inc., Safety & Ecology Holdings
Corporation and Homeland Security Capital Corporation.




“Termination Date” means April 30, 2012.




“Termination Event” means the occurrence of an event of termination as provided in Section 3
of this Agreement.




“Third March 2008 Promissory Note” shall have the meaning ascribed thereto in Exhibit A.



Forbearance by Lender





	2.	 	Notwithstanding the occurrence and continuance of the Existing Defaults, subject to the terms
and conditions hereof, the Lender hereby agrees to forbear, during the Forbearance Period,
from the exercise of any and all rights or remedies under the Financing Documents or
applicable law solely in respect of the Existing Defaults. Notwithstanding the foregoing,
nothing contained in this Agreement shall constitute a waiver by the Lender of any default or
Event of Default, whether now existing or hereafter arising (including, without limitation,
the Existing Defaults). This Agreement shall only constitute an agreement by the Lender to
forbear from enforcing its rights and remedies upon the terms and conditions set forth herein.






Termination Events





	3.	 	The occurrence of any one or more of the following events shall constitute a termination
event under this Agreement:







	 	a.	 	The failure of the Company or any Guarantor to promptly, punctually, or
faithfully perform or comply with any term or condition of this Agreement as and when
due, it being expressly acknowledged and agreed that TIME IS OF THE ESSENCE, including,
without limitation, any agreement set forth in Sections 6, 7 and 8 hereto;







	 	b.	 	The determination by the Lender that any warranty or representation made by the
Company or any Guarantor in connection with this Agreement was false or misleading;




 


3









 











	 	c.	 	The occurrence of a materially adverse change in or to the collateral granted
to the Lender under the Financing Documents and/or herein, as determined by the Lender
in its sole and exclusive discretion; and







	 	d.	 	The occurrence of any default and/or Event of Default (other than the Existing
Defaults) under the Financing Documents.






Rights Upon Occurrence of a Termination Event





	4.	 	On and after the Forbearance Termination Date, the Lender’s agreement to forbear as set forth
in this Agreement shall automatically terminate without any further action of any party and
the Lender may immediately commence enforcing its rights and remedies pursuant to this
Agreement, the Financing Documents and/or otherwise under applicable law.






Conditions Precedent





	5.	 	The Lender’s agreement to forbear as contemplated herein, shall not be effective unless and
until each of the following conditions precedent have been fulfilled, all as determined by the
Lender in its sole and exclusive discretion:







	 	a.	 	All action on the part of the Company and each Guarantor necessary for the
valid execution, delivery, and performance by the Company and each Guarantor of this
Agreement shall have been duly and effectively taken, and the Lender shall have
received from the Company and each Guarantor: (i) copies, certified by a duly
authorized officer of the Company and each Guarantor to be true and complete as of the
date hereof, of each of (A) the governing documents of the Company and each Guarantor
as in effect on the date hereof, including, without limitation, the Articles of
Incorporation and the By-laws and any and all amendments thereto, (B) the resolutions
of the Company and each Guarantor authorizing the execution and delivery of this
Agreement, any other documents executed in connection herewith and the Company’s and
each Guarantor’s performance of all of the transactions contemplated hereby, and (C) an
incumbency certificate giving the name and bearing a specimen signature of each
individual who shall be so authorized; and (ii) such other evidence reasonably
satisfactory to the Lender that all such actions on the part of the Company and each
Guarantor have been duly and effectively taken; and







	 	b.	 	This Agreement shall be executed and delivered to the Lender by the Company and
each Guarantor, shall be in full force and effect and shall be in a form and substance
reasonably satisfactory to the Lender.




 


4









 










Agreements





	6.	 	On or before November 4, 2011, Polimatrix, Inc. and CSS Management Corp. (f/k/a Corporate
Security Solutions, Inc.) shall execute and deliver to the Lender (a) a guaranty
agreement pursuant to which each such entity guaranties the Obligations (as hereinafter
defined) and (b) a joinder agreement in favor of the Lender pursuant to which each such
entity becomes a Grantor under the Security Agreement, in each case, in form and substance
satisfactory to the Lender, in its sole and exclusive discretion.







	7.	 	On or before November 4, 2011, if the Ecology Sale shall not have been consummated and the
Net Cash Proceeds therefrom paid to the Lender in accordance with the terms and conditions set
forth herein, then Ecology and each of its direct and indirect subsidiaries, including,
without limitation, Safety & Ecology Corporation, Safety & Ecology Corporation, Limited, SEC
Federal Services Corporation and SEC Radcon Alliance, LLC, shall execute and deliver to the
Lender (a) a guaranty agreement pursuant to which each such entity guaranties the Obligations
and (b) a joinder agreement pursuant to which each such entity becomes a Grantor (as defined
in the Security Agreement) under the Security Agreement, in each case, in form and substance
satisfactory to the Lender, in its sole and exclusive discretion.






Ecology Sale





	8.	 	Notwithstanding anything in the Financing Documents to the contrary, upon receipt by the
Company of Net Cash Proceeds arising from the Ecology Sale, the Company shall immediately
prepay the Obligations (as hereinafter defined) in an amount equal to one hundred percent
(100%) of such Net Cash Proceeds. To the extent that any portion of the purchase price paid
in connection with the Ecology Sale is paid by the purchaser issuing to the seller a debt
instrument, all payments made on account of such debt instrument shall be made to account no.
1000038719851 held by the Company at SunTrust Bank. To the extent the Company elects to
receive Payoff Shares (as defined in the Stock Purchase Agreement) in lieu of all or a portion
of the Payoff Amount (as defined in the Stock Purchase Agreement), the Company shall
immediately deliver to the Lender the certificate(s) representing the Payoff Shares along with
executed but undated stock power(s) relating thereto, in form and substance satisfactory to
the Lender in its sole and exclusive discretion. Neither this section nor any other provision
herein shall constitute a consent by Lender to the Ecology Sale or shall in any way constitute
a release by Lender of any security interests or liens in any assets subject to the Ecology
Sale.






Acknowledgment of Indebtedness





	9.	 	The Company and each Guarantor hereby acknowledges and agrees that, in accordance with the
terms and conditions of the Financing Documents, it is jointly and severally liable to the
Lender as follows:







	 	a.	 	Due under November 28 Promissory Note as of the date hereof:






	 	 	 	 	 
	Principal
	 	$	71,345.00	 
	Interest
	 	$	29,632.61	 
	 
	 	 	 
	Total
	 	$	100,977.61	 





 


5









 






	 	b.	 	Due under the November 26 Promissory Note as of the date hereof:






	 	 	 	 	 
	Principal
	 	$	178,655.00	 
	Interest
	 	$	74,330.27	 
	 
	 	 	 
	Total
	 	$	252,985.27	 







	 	c.	 	Due under the First March 2008 Promissory Note as of the date hereof:






	 	 	 	 	 
	Principal
	 	$	878,923.00	 
	Interest
	 	$	0.00	 
	 
	 	 	 
	Total
	 	$	878,923.00	 







	 	d.	 	Due under the Second March 2008 Promissory Note as of the date hereof:






	 	 	 	 	 
	Principal
	 	$	6,750,000.00	 
	Interest
	 	$	1,896,708.17	 
	 
	 	 	 
	Total
	 	$	8,646,708.17	 







	 	e.	 	Due under the Third March 2008 Promissory Note as of the date hereof:






	 	 	 	 	 
	Principal
	 	$	6,310,000.00	 
	Interest
	 	$	2,447,678.94	 
	 
	 	 	 
	Total
	 	$	8,757,678.94	 







	 	f.	 	For all interest accruing upon the principal balances of the Promissory Notes
from and after the date hereof, and for all fees, redemption premiums, liquidated
damages, costs, expenses, and costs of collection (including attorneys’ fees and
expenses) heretofore or hereafter accrued or incurred by the Lender in connection with
the Financing Documents.






Hereinafter all amounts due as set forth in this Section 9, and all amounts payable under this
Agreement and the Financing Documents, shall be referred to collectively as the “Obligations”.



Waiver of Claims





	10.	 	The Company and each Guarantor hereby acknowledges and agrees that it has no offsets,
defenses, claims, or counterclaims against the Lender, its general partner, and its investment
manager, and each of their respective agents, servants, attorneys, advisors, officers,
directors, employees, affiliates, representatives, investors, partners, members,
managers, predecessors, successors, and assigns (collectively, the “Lender Parties”) and
that if the Company or any Guarantor now has, or ever did have, any offsets, defenses,
claims, or counterclaims against the Lender Parties, or any one of them, whether known or
unknown, at law or in equity, from the beginning of the world through this date and through
the time of execution of this Agreement, all of them are hereby expressly WAIVED, and the
Company hereby RELEASES the Lender Parties from any liability therefor.




 


6









 










Ratification of Loan Documents; Cross-Default; Cross-Collateralization; Further Assurances





	11.	 	The Company and each Guarantor:







	 	a.	 	Hereby ratifies, confirms, and reaffirms all and singular the terms and
conditions of the Financing Documents and acknowledges and agrees that the Financing
Documents remain in full force and effect;







	 	b.	 	Hereby ratifies, confirms, and reaffirms that (i) the obligations secured by
the Financing Documents include, without limitation, the Obligations, and any future
modifications, amendments, substitutions or renewals thereof, (ii) all collateral,
whether now existing or hereafter acquired, granted to the Lender pursuant to the
Financing Documents or otherwise shall secure all of the Obligations until full and
final payment of the Obligations, and (iii) the occurrence of a default and/or Event of
Default under any Financing Document and/or the occurrence of a Termination Event under
this Agreement, shall constitute an Event of Default under all of the Financing
Documents and a Termination Event hereunder, it being the express intent of the Company
and each Guarantor that all of the Obligations be fully cross-collateralized and
cross-defaulted. Without limiting the foregoing, and for the avoidance of doubt, in
order to secure all debts, liabilities, obligations, covenants and duties owing by the
Company to the Lender, whether now existing or hereafter arising, including, without
limitation, the Obligations, the Company and each Guarantor hereby grants the Lender a
security interest in all of its assets, whether now existing or hereafter acquired,
including, without limitation, all accounts, inventory, goods, equipment, software and
computer programs, securities, investment property, equity interests in any
subsidiaries, financial assets, deposit accounts, chattel paper, electronic chattel
paper, instruments, documents, letter-of-credit rights, health-care-insurance
receivables, supporting obligations, notes secured by real estate, commercial tort
claims, and general intangibles, including payment intangibles, and all products and
proceeds of the foregoing; and







	 	c.	 	Shall, from and after the execution of this Agreement, execute and deliver to
the Lender whatever additional documents, instruments, and agreements that the Lender
may reasonably require in order to correct any document deficiencies, or to vest or
perfect the Financing Documents and the collateral granted therein or
herein more securely in the Lender and/or to otherwise give effect to the terms and
conditions of this Agreement, and hereby authorizes the Lender to file any financing
statements (including financing statements with a generic description of the
collateral such as “all assets”), and take any other normal and customary steps, the
Lender deems necessary to perfect or evidence the Lender’s security interests and
liens in any such collateral. This Agreement constitutes an authenticated record.




 


7









 










Costs and Expenses





	12.	 	The Company and each Guarantor shall be jointly and severally liable to Lender for any and
all unreimbursed costs, expenses, and costs of collection (including attorneys’ fees and
expenses) heretofore or hereafter incurred by the Lender in connection with the protection,
preservation, and enforcement by the Lender of its rights and remedies under the Financing
Documents and this Agreement.






Representations, Warranties, and Covenants





	13.	 	The Company and each Guarantor hereby represents, warrants, and covenants to the Lender as
follows:







	 	a.	 	The execution and delivery of this Agreement by the Company and each Guarantor
and the performance by the Company and each Guarantor of its obligations and agreements
under this Agreement and the Financing Documents are within the authority of the
Company and each Guarantor, have been duly authorized by all necessary corporate
proceedings, if applicable, on behalf of the Company and each Guarantor, and do not and
will not contravene any provision of law, statute, rule or regulation to which the
Company or any Guarantor is subject or, if applicable, any of the Company’s or any
Guarantor’s charter, other organization papers, by-laws or any stock provision or any
amendment thereof or of any agreement or other instrument binding upon the Company or
any Guarantor.







	 	b.	 	This Agreement and the Financing Documents constitute legal, valid and binding
obligations of the Company and each Guarantor, enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent
transfer, reorganization and other laws of general applicability relating to or
affecting the rights or remedies of creditors and by general equitable principles
(whether considered in a proceeding in equity or at law).







	 	c.	 	No approval or consent of, or filing with, any governmental agency or authority
is required to make valid and legally binding the execution, delivery or performance by
the Company or any Guarantor of this Agreement or any of the Financing Documents.




 


8









 











	 	d.	 	The Company and each Guarantor has performed and complied in all material
respects with all terms and conditions herein required to be performed or complied with
by the Company and each Guarantor prior to or at the time hereof, and as of the date
hereof, to the best knowledge of the Company and each Guarantor, no default and/or
Event of Default has occurred and is continuing under any of the Financing Documents,
with the sole exception of the Existing Defaults.







	 	e.	 	The representations and warranties contained in the Financing Documents were
true and correct in all material respects at and as of the date made and are true and
correct as of the date hereof, except to the extent of changes resulting from
transactions specifically contemplated or specifically permitted by this Agreement and
the Financing Documents, and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the financial condition of the
Company or any Guarantor, and to the extent that such representations and warranties
relate expressly to an earlier date.







	 	f.	 	To the best knowledge of the Company and each Guarantor, the Company and each
Guarantor currently has no commercial tort claims (as such term is defined in the
Code), and hereby covenants and agrees that in the event the Company or any Guarantor
shall hereafter hold or acquire a commercial tort claim, the Company and/or such
Guarantor shall immediately notify the Lender of the particulars of such claim in
writing and shall grant to the Lender a security interest therein and in the proceeds
thereof, upon such terms and documentation as may be satisfactory to the Lender.







	 	g.	 	The Company and each Guarantor has read and understands each of the terms and
conditions of this Agreement and confirms that it is entering into this Agreement
freely and voluntarily, without duress, after having had an opportunity for
consultation with independent counsel of its own selection, and not in reliance upon
any representations, warranties, or agreements made by the Lender and not set forth in
this Agreement.






Notices





	14.	 	Any communication between the Lender and the Company or any Guarantor shall be forwarded via
certified mail, return receipt requested, or via recognized overnight courier, addressed as
follows:






	 	 	 	 	 	 	 
	 	 	If to the Lender:	 	YA Global Investments, L.P.

101 Hudson Street, Suite 3700

Jersey City, New Jersey 07302
	 

	 	 	 	Attention:
	 	Michael Rosselli
	 

	 	 	 	Telephone:
	 	(201) 985-8300
	 

	 	 	 	Facsimile:
	 	(201) 985-8266





 


9









 





	 	 	 	 	 	 	 
	 	 	If to Company or:	 	Homeland Security Capital Corporation.
	 	 	Any Guarantor	 	4601 North Fairfax Road, Suite 1200

Arlington, VA 22203
	 

	 	 	 	Attention:
	 	Thomas McMillen, CEO
	 

	 	 	 	Telephone:
	 	(703) 528-7073
	 

	 	 	 	Facsimile:
	 	(703) 526-0649






Waivers





	15.	 	Non-Interference. On and after the Forbearance Termination Date, the
Company and each Guarantor agrees not to interfere with the exercise
by the Lender of any of its rights and remedies. The Company and each
Guarantor further agrees that it shall not seek to distrain or
otherwise hinder, delay, or impair the Lender’s efforts to realize
upon any collateral granted to the Lender, or otherwise to enforce its
rights and remedies pursuant to the Financing Documents, this
Agreement and/or applicable law. The provisions of this Paragraph
shall be specifically enforceable by the Lender.

	 
	16.	 	Automatic Stay. The Company and each Guarantor agrees that upon the
filing of any Petition for Relief by or against the Company or any
Guarantor under the United States Bankruptcy Code, the Lender shall be
entitled to immediate and complete relief from the automatic stay with
respect to the Company and any Guarantor, and Lender shall be
permitted to proceed to protect and enforce its rights and remedies
under state law. The Company and each Guarantor hereby expressly
assents to any motion filed by the Lender seeking relief from the
automatic stay. The Company and each Guarantor further hereby
expressly WAIVES the protections afforded under Section 362 of the
United States Bankruptcy Code with respect to the Lender.

	 
	17.	 	Jury Trial. The Company, each Guarantor and the Lender
hereby make the following waiver knowingly,
voluntarily, and intentionally, and
understand that the other, in entering into
this Agreement, is relying on such a waiver:
THE COMPANY, EACH GUARANTOR AND THE LENDER
EACH HEREBY IRREVOCABLY WAIVE ANY PRESENT OR
FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY
CASE OR CONTROVERSY IN WHICH THE OTHER
BECOMES A PARTY (WHETHER SUCH CASE OR
CONTROVERSY IS INITIATED BY OR AGAINST SUCH
PARTY OR IN WHICH SUCH PARTY IS JOINED AS A
PARTY LITIGANT), WHICH CASE OR CONTROVERSY
ARISES OUT OF, OR IS IN RESPECT OF, ANY
RELATIONSHIP BETWEEN THE COMPANY, ANY
GUARANTOR OR ANY OTHER PERSON, AND THE
LENDER.




 


10









 










Entire Agreement





	18.	 	This Agreement shall be binding upon the Company, each Guarantor, and the Company’s and each
Guarantor’s employees, representatives, successors, and assigns, and shall inure to the
benefit of the Lender and the Lender’s successors and assigns. This Agreement
incorporates all of the discussions and negotiations between the Company, each Guarantor and
the Lender, either expressed or implied, concerning the matters included herein and in such
other documents, instruments and agreements, any statute, custom, or usage to the contrary
notwithstanding. No such discussions or negotiations shall limit, modify, or otherwise
affect the provisions hereof. No modification, amendment, or waiver of any provision of
this Agreement, or any provision of any other document, instrument, or agreement between the
Company, any Guarantor and the Lender shall be effective unless executed in writing by the
party to be charged with such modification, amendment, or waiver, and if such party be the
Lender, then by a duly authorized officer thereof. Notwithstanding anything to the contrary
contained herein, this Agreement shall not amend, modify, supplement or otherwise change any
provision of any document, instrument and/or agreement governing or relating to any capital
stock held by the Lender in the Company, including, without limitation, any Series F
Convertible Preferred Stock or Series H Convertible Preferred Stock.






Construction of Agreement





	19.	 	In connection with the interpretation of this Agreement:







	 	a.	 	All rights and obligations hereunder and thereunder, including matters of
construction, validity, and performance, shall be governed by and construed in
accordance with the law of the State of New Jersey and are intended to take effect as
sealed instruments.







	 	b.	 	The captions of this Agreement are for convenience purposes only, and shall not
be used in construing the intent of the Lender, the Company or any Guarantor under this
Agreement.







	 	c.	 	In the event of any inconsistency between the provisions of this Agreement and
any other document, instrument, or agreement entered into by and between the Lender,
the Company or any Guarantor, the provisions of this Agreement shall govern and
control.







	 	d.	 	The Lender, the Company and the Guarantors have prepared this Agreement with
the aid and assistance of their respective counsel. Accordingly, all of them shall be
deemed to have been drafted by the Lender, the Company and the Guarantors and shall not
be construed against the Lender, the Company or the Guarantors.






Illegality or Unenforceability





	20.	 	Any determination that any provision or application of this Agreement is invalid, illegal, or
unenforceable in any respect, or in any instance, shall not affect the validity, legality, or
enforceability of any such provision in any other instance, or the validity, legality, or
enforceability of any other provision of this Agreement.




 


11









 










Counterparts





	21.	 	This Agreement may be executed in multiple identical counterparts, each of which when duly
executed shall be deemed an original, and all of which shall be construed together as one
agreement. This Agreement will not be binding on or constitute evidence of a contract between
the parties hereto until such time as a counterpart has been executed by such party and a copy
thereof is delivered to each other party to this Agreement.






Amended and Restated





	22.	 	This Agreement amends and restates in its entirety (and is given in substitution for but not
in satisfaction of) the Forbearance Agreement. It is not the intention of the Lender, the
Company or the Guarantors to effectuate a novation of any obligations arising under the
Forbearance Agreement.






[Remainder of Page Intentionally Left Blank]



 


12









 






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



	 	 	 	 	 	 	 
	 	 	HOMELAND SECURITY CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ C. Thomas McMillen 	 	 
	 

	 	 	 	 

Name: C. Thomas McMillen
	 	 
	 

	 	 	 	Title: CEO	 	 
	 
	 	 	 	 	 	 
	 	 	FIDUCIA HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ C. Thomas McMillen 	 	 
	 

	 	 	 	 

Name: C. Thomas McMillen
	 	 
	 

	 	 	 	Title: CEO	 	 
	 
	 	 	 	 	 	 
	 	 	NTG MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael T. Brigante 	 	 
	 

	 	 	 	 

Name: Michael T. Brigante
	 	 
	 

	 	 	 	Title: CEO	 	 
	 
	 	 	 	 	 	 
	 	 	YA GLOBAL INVESTMENTS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Yorkville Advisors, LLC	 	 
	 

	 	Its:
	 	Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Gonzalez 	 	 
	 

	 	 	 	 

Name: David Gonzalez
	 	 
	 

	 	 	 	Title: General Counsel