Contract

by GEM Solutions
November 14th, 2005
TRIDENT ------- GROWTH FUND 700 GEMINI, SUITE 100 HOUSTON, TEXAS 77058 TEL: 281.488.8484 FAX: 281.488.5353 WWW.TRIDENTGROWTHFUND.COM EXHIBIT 10.1 November 4, 2005 VIA FAX: (239-592-0941) Mr. Richard A. Schmidt Stellar Technologies, Inc. 7935 Airport Pulling Road, Suite 201 Naples, FL 34109 Dear Dick: Reference is hereby made to that certain Loan Agreement (the "Loan Agreement") dated April 1, 2005 by and between Trident Growth Fund L.P. ("Trident") and Stellar Technologies, Inc. ("Stellar"). By executing below, Trident hereby agrees to (i) waive the event of default and all associated penalties, as a result of Stellar's failure to comply with the financial covenants contained in Section 5.14 of the Loan Agreement and (ii) waive compliance with Section 5.14 of the Loan Agreement for a period of 180 days. Further in accordance with section 6.10 No Further Issuance of Securities of the Loan Agreement, Trident hereby consents to the issuance of securities in accordance with the terms set forth in Exhibit A hereto. In consideration for the above, Stellar will issue to Trident 211,833 shares of restricted common stock of the Company and a warrant to purchase 250,000 shares of common stock at an exercise price of $.40 per share (in identical form as our warrant agreement dated April 1, 2005). If the above corresponds with our agreement, please execute the acknowledgement below as evidence of our agreement. The execution and delivery of this letter and the consummation of the transactions contemplated hereby have been duly authorized by the appropriate governing body of each party, and no other proceedings or consents on the part of either party are necessary to authorize the execution and delivery of this letter amendment and the consummation of transactions contemplated hereby. Very truly yours, TRIDENT GROWTH FUND, L.P. BY: TRIDENT MANAGEMENT, LLC GENERAL PARTNER BY: /s/ Larry St. Martin ------------------------------ Larry J. St. Martin, Senior Director Agreed and Acknowledged this 4th day of November, 2005 Stellar Technologies, Inc. BY: /s/ Richard A. Schmidt ------------------------- Richard A. Schmidt, CEO EXHIBIT A Offering Size: $6,000,000. - -------------- Offering Price: $0.80 per unit comprised of two (2) shares of common stock and - --------------- a warrant for one additional share of common stock at a strike price of $0.60. The warrants will be vested immediately and have three year life.