Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT AMENDMENT

    


    For valuable consideration, the receipt
and sufficiency of which the parties acknowledge, this Employment Agreement
Amendment  is entered into this 28th day of February 2009, by and
between Kevin Murphy (hereinafter “Murphy”) and SteelCloud, Inc. (hereinafter
“SteelCloud”).

    


    Whereas, Murphy and SteelCloud
entered into an Employment Agreement dated June 8, 2004 (hereinafter “Employment
Agreement”), and

    


    Whereas, Murphy and SteelCloud
amended the Employment Agreement on October 26, 2007 and December 31, 2008
(hereinafter “Amendments”), and

    


    Whereas, Murphy and SteelCloud
now wish to further amend the Employment Agreement,

    


    Now,
therefore, the parties agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      4(a) of the Employment Agreement is amended to reduce and replace
      “$215,000” with “$193,500.”

            


    

    
      	
               
      

            	
              2.

            	
              Section
      4 (d) should be amended to reduce monthly general business allowance from
      $1,000 to $500, payable in gross
wages.

            


    

    
      	
               
      

            	
              3.

            	
              Murphy
      agrees to forfeit 100,000 stock options granted on October 26, 2007 and
      125,000 stock options granted on June 3,
2008.

            


    

    
      	
               
      

            	
              4.

            	
              Section
      4(e) (a) is replaced with the following:   Under a separate
      Incentive Stock Option agreement, Murphy shall be granted an option for
      150,000 SCLD shares on the date this amendment becomes
      effective.  Such options will vest quarterly in arrears over a
      period of one year with a 5 year term.  These stock options will
      be subject to the terms of the separate incentive stock option
      agreement.

            


    

    
      	
               
      

            	
              5.

            	
              A
      new section 4(e) (c) is added as follows:  Murphy shall receive
      under a separate restricted stock agreement, 90,000 shares of restricted
      stock which will vest ratably over 12 months, or 7,500 shares per month so
      long as Murphy is employed by the Company on the last day of the
      month.  The Company will pay the taxes on this stock grant, and
      Murphy acknowledges that the stock will be considered restricted shares
      subject to the requirements of the Securities Act of 1933 and Virginia
      Blue Sky laws.  The restrictions on this grant will include all
      restrictions necessary to assure compliance with 26 U.S.C. §
      409A.

            


    

    


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

    


    
      
        
          	
                  READ
      AND AGREED:

                	
                  READ
      AND AGREED:

                
	 
      	 
      
	
                  Kevin
      Murphy

                	
                  SteelCloud,
      Inc.

                
	 
      	 
      
	
                  /s/
      Kevin Murphy

                	
                  /s/
      Brian H. Hajost

                
	 
      	
                  Brian
      H. Hajost its Chief

                
	
                   

                	      
                  Executive
      Officer