AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT

Exhibit 10.1

AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT

THIS AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (this “Amendment”) is made as of this 13th day of April, 2007, by and among Devcon International Corp., a Florida corporation (the “Company”), and CS Equity II LLC (the “Investor”).

Recitals

WHEREAS, the Company and Investor are parties to that certain Forbearance and Amendment Agreement, dated as of March 30, 2007 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement; and

WHEREAS, the Agreement requires the parties to, as soon as practicable, but no later than ten (10) Business Days of the date of the Agreement, agree to attach as Exhibit A to the Agreement a form of Amended and Restated Certificate of Designations (the “Amended Certificate of Designations”) setting forth certain revised terms of the Company’s Series A Convertible Preferred Stock, par value $.10 (the “Preferred Stock”), including, without limitation, a reduction in the conversion price of the Preferred Stock to $6.75, allowance for the accrual of dividends on the Preferred Stock at a rate equal to 10% per annum, which dividends may be payable in kind; and a revision of the definition of the Leverage Ratio (as such term is defined in the original Certificate of Designations), which revised definition shall provide for the Leverage Ratio to be calculated as a multiple of recurring monthly revenue (“RMR”) as opposed to EBITDA and a revision of the Maximum Leverage Ratio covenant set forth in the original Certificate of Designations to require such Maximum Leverage Ratio to equal 38x RMR, commencing on June 30, 2008; and

WHEREAS, the parties desire additional time to agree to the terms of such Amended Certificate of Designations.

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 agree as follows:

1. Section 2(b) of the Agreement is hereby amended by deleting the words “ten (10) Business Days of the date hereof” and substituting the words “April 30, 2007” therefor.

2. Except as specifically amended hereby, the Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed.

3. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any