SECOND AMENDMENT TO FORBEARANCE AGREEMENT

EXHIBIT 10.1

Execution Copy

SECOND AMENDMENT TO FORBEARANCE AGREEMENT

THIS SECOND AMENDMENT (this “ Amendment ”), is entered into as of this 4th day of August, 2008, and effective as of the 23rd day of July, 2008, between Devcon International Corp. (the “ Company ”) and HBK Main Street Investments L.P. (the “ Investor ”).

WHEREAS, the Company and the Investor (collectively, the “ Parties ”) are parties to that certain Forbearance Agreement, dated as of May 12, 2008 (the “ Forbearance Agreement ”), as amended from time to time, a copy of which is attached hereto as Exhibit A ; and

WHEREAS, the Parties desire to amend the Forbearance Agreement, in the manner and on the terms and conditions hereinafter set forth.

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

1. Amendment of Forbearance Agreement . The Forbearance Agreement is hereby amended as follows:

“ WHEREAS , the Certificate of Designations provides that, beginning June 30, 2008, so long as any Preferred Shares remain outstanding, the Company shall not allow the Leverage Ratio to exceed 38.0x; and

WHEREAS , as of June 30, 2008, Preferred Shares remained outstanding and the Leverage Ratio exceeded 38.0x (the “ Ratio Excess ”); and

WHEREAS , the Company acknowledges that the Leverage Ratio exceeding 38.0x is a Triggering Event under section 3(a)(i) of the Certificate of Designation and breaches other provisions of the Transaction Documents; and”.

“Effective as of the Effective Time (as defined below), and pursuant to the terms of this Agreement, the Investor hereby agrees to forbear (the “ Forbearance ”) from (i) declaring a breach of any Transaction Document caused as a

result of either the Delisting or the Ratio Excess, (ii) declaring the occurrence of any Triggering Event caused as a result of either the Delisting or the Ratio Excess having occurred and from delivering any Notice of Redemption at Option of Holder with respect thereto or (iii) demanding any amounts due and payable caused either as a result of the Delisting or the Ratio Excess, including without limitation, any Registration Delay Payments payable with respect to the Preferred Shares, until the earlier of (the “ Forbearance Expiration Date ” and the period commencing on the Effective Time and ending on the Forbearance Expiration Date, the “ Forbearance Period ”):”.

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

3. Defined Terms . Capitalized terms that are not defined in this Amendment have the meanings ascribed to them in the Forbearance Agreement.

4. Miscellaneous .

(a) No Waiver . Except as expressly set forth herein, the execution of this Amendment and any discussions, negotiations, correspondence and other communications, drafts of documents and meetings among the parties hereto do not represent and shall not be construed or relied upon as being (i) a waiver of or prejudicial to any rights the parties may have or (ii) a waiver of the parties’ rights under any statute or under any applicable law or (iii) an admission or declaration against interest by either party hereto.

(b) Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

(c) Entire Agreement . This Amendment supersedes all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties with respect thereto.

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(d) Headings . Section headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(e) Amendment as Transaction Document . It is understood and agreed that this Amendment shall constitute a Transaction Document, and that any failure of Company to comply with the terms and conditions hereof shall constitute a Triggering Event under the Certificate of Designations, without any notice or grace or cure periods (except as otherwise expressly provided herein or therein).

(f) Notices . All notices to be given pursuant to this Amendment shall be delivered in accordance with the terms of the Securities Purchase Agreement.

(g) No Amendment . This Amendment may not be modified except by a written instrument executed by the Company and the Investor.

(h) No Admission . Nothing contained in this Amendment shall be deemed (i) an admission by any other party or (ii) a waiver of any rights or defenses, except with respect to the Forbearance until the Forbearance Expiration Date.

(i) Construction . 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