Exhibit
10.1

    


    AMENDMENT TO EMPLOYMENT
AGREEMENT

    


    THIS AMENDMENT TO EMPLOYMENT AGREEMENT
(the “Amendment”), is entered into as of the 12th day of
January, 2009 (the "Effective Date") by and between Robert E. Frick (“Frick”);
and SteelCloud, Inc., (“SteelCloud”).

    


    WITNESSETH

    


    WHEREAS
Frick and SteelCloud entered into an employment agreement (hereinafter
“Agreement”) on or about August 27, 2007;

    


    WHEREAS
the term of the Agreement does not expire until August 27, 2010;

    


    WHEREAS
the parties desire to amend the Agreement so as to provide for Frick’s
separation from SteelCloud prior to August 27, 2010, and the parties desire to
memorialize their agreement in writing.

    


    NOW THEREFORE, in consideration of the
promises and mutual covenants contained herein, the sufficiency of which the
parties hereby acknowledge, the parties, intending to be legally bound, covenant
and agree as follows:

    


    1.           The
terms set forth in the foregoing recitals are incorporated herein by
reference.

    


    2.           Notwithstanding
the provisions of paragraphs 1, 2, 4 and 5 of the Agreement, the parties agree
that Frick’s employment with SteelCloud shall terminate on January 9th,
2009.

    


    3.           Notwithstanding
the provisions of paragraphs 3 and 7(a), 7(b) and 7(c) of the Agreement, the
parties agree that SteelCloud shall provide the following benefits to
Frick:

    


    a.           For
six months following the date of this Amendment, paid family coverage health and
dental insurance under the standard SteelCloud policies for said insurance,
pursuant to paragraph 3(c)(1) of the Agreement.

    


    c.           On
or before January 31, 2009, SteelCloud shall pay to Frick $10,231 as
compensation for his retained leave balance of 10 days.

    


    4.           Except
as provided in paragraph 3 above, SteelCloud shall owe no other money or
benefits to Frick under the Agreement, and Frick waives all claims for
additional compensation or other payments under the Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.           For
six months following the date of this Amendment, SteelCloud will retain Frick as
a consultant to SteelCloud, to provide consulting services as reasonably
directed by SteelCloud on an as needed basis.  SteelCloud will
compensate Frick at the rate of $11,250 per month for each of these six months
(totaling $67,500) for the right to direct and receive these
services.  If Frick is incapacitated he will continue to receive the
monthly payments.

    


    6.           Frick
agrees that SteelCloud may reference Frick’s medical condition (specifically,
prostate cancer) as the reason for Frick’s separation in any announcement made
by SteelCloud concerning Frick’s separation from SteelCloud.

    


    7.           The
parties covenant and agree that they shall not make any negative or disparaging
statements or assertions regarding the other party or services provided by such
party.  Notwithstanding the foregoing, each party may provide truthful
information in response to a proper inquiry from a government agency or
official, or as otherwise required by law.

    


    8.           Frick,
on behalf of himself and anyone claiming through him, irrevocably and
unconditionally releases, acquits and forever discharges SteelCloud, its
subsidiaries, divisions, predecessors, successors and assigns, as well as each's
past and present officers, directors, employees, shareholders, trustees, joint
venturers, partners, and anyone claiming through them (hereinafter "Releasees"
collectively), in each's individual and/or corporate capacities, from any and
all claims, liabilities, promises, actions, damages and the like, known or
unknown, which Frick now has or ever had against any of the Releasees
arising out of or relating to his employment with the Company and/or the
termination of his employment with the Company;
provided, however, that this release and waiver of claims shall not apply to
claims that Frick may have to accrued benefits under the Company’s retirement
and welfare plan, if
any.

    


    9.           Except
as specifically modified herein, all other terms, covenants and provisions of
the Agreement (including paragraphs 6, 7(d), 7(e), and 8-12) are hereby
confirmed and ratified and shall remain unchanged and in full force and
effect.

    


    IN WITNESS WHEREOF, each party to this
Amendment has caused it to be executed on the date indicated above.

    


    


    
      
        
          	
                  E.A. Burkhalter, Jr.

                	
                	
                  /s/ Robert E. Frick

                
	
                  SteelCloud, Inc.

                	 
      	      
                  Robert E.
  Frick

                


        

      

    

    


    By: /s/ E.A. Burkhalter,
Jr._________