Compensation Agreement

Exhibit 10.1

(IFTH Letterhead)

William J. Caragol
1690 S. Congress Ave., Suite 200
Delray Beach, FL 33445

Dear Bill,  

On behalf of IFTH Acquisition Corp. d/b/a Steel Vault (the “Company” or “Steel Vault”) and the Compensation Committee of the Board of Directors, I am writing this letter to document the important terms of your compensation agreement with Steel Vault for calendar year 2009. This compensation agreement is intended to cover any and all of your roles with the Company during 2009, including as the Company’s CEO and as a director.

Term – This agreement will be in place for calendar year 2009. It is expected that in December 2009 the Compensation Committee and Mr. Caragol will discuss a mutually beneficial employment contract.

Salary – In late 2008 the Compensation Committee granted you 1,000,000 shares of common stock in lieu of salary for the end of 2008 and all of 2009. The terms of that agreement remain in effect.

Benefits – You will receive all of the employee benefits, health, dental, life, vacation, in place for other members of the Company. The only additional benefits you will receive include a monthly auto allowance of $900 per month for 2009 and a one-time reimbursement of tax/estate consultation services, not to exceed $5,000.

Incentive Compensation – You will participate in the 2009 Incentive Compensation Plan as defined in Exhibit A to this letter as approved by the Compensation Committee of the Board of Directors.

Change in Control – In the event a change in control as defined by the Company’s 2009 Stock Incentive Plan (as approved by stockholders) occurs in 2009 you will receive compensation at the closing of the change in control transaction of two times your annual compensation plus one times your incentive compensation. During 2009 your annual compensation will be considered to be $250,000 for the purpose of this calculation and your 2009 incentive compensation will be considered to be earned at a level of one times your annual compensation for the purpose of this calculation.

Please note that this letter is not an employment agreement and your employment is at-will. On behalf of the Company, I would like to convey our excitement with your leading the Steel Vault team for what we are certain will be a rewarding and successful future together.