Note

Prepayment of $500,000 of Principal of the Note


Exhibit 2.6
 
October 31, 2011
 
8302 Dunwoody Place, Suite 250
Atlanta, Georgia 30350
Attention: Dr. Louis F. Centofanti, Chairman,
President, and Chief Executive Officer

Homeland Security Capital Corporation
4601 North Fairfax Drive
Arlington, Virginia 22203
Attention: C. Thomas McMillen
Chief Executive Officer

Safety & Ecology Holdings Corporation
2800 Solway Road
Knoxville, Tennessee 37931
Attention: Christopher Leichtweis
Chief Executive Officer

Re:
Prepayment of $500,000 of Principal of the Note

Gentlemen:
 
We refer to the Stock Purchase Agreement, dated July 15, 2011 (the “Purchase Agreement”), by and among Perma-Fix Environmental Services, Inc. (“PESI”), Homeland Security Capital Corporation (“Parent”), and Safety & Ecology Holdings Corporation (the “Company”), and the Note attached thereto as Exhibit A.  Unless otherwise defined in this letter, the capitalized terms in this letter shall have the meanings ascribed to them in the Purchase Agreement and the Note, as applicable.
 
The parties hereby agree, pursuant to Section 3 of the Note, that PESI will prepay $500,000 of the principal amount payable under the Note, without interest or penalty, to Parent by no later ten days after the Closing.  The whole $500,000 prepayment shall be applied against the principal amount of the Note.
 
(Remainder of page intentionally left blank.  Signature page(s) to follow.)
 
 
 

 
 
The parties hereto have caused this letter regarding the prepayment of the Note to be signed by their duly authorized representatives as of the date first set forth above.
 
 
PERMA-FIX ENVIRONMENTAL SERVICES,
INC., a Delaware corporation
 
       
 
By:
/s/ Ben Naccarato  
 
Name:
Ben Naccarato  
  Title: CFO  
     
  (“PESI”)  
 
 
HOMELAND SECURITY CAPITAL
CORPORATION, a Delaware corporation
 
       
 
By:
/s/ C. Thomas McMillen  
 
Name:
C. Thomas McMillen  
  Title: CEO  
     
  (“Parent”)  
 
 
SAFETY & ECOLOGY HOLDINGS
CORPORATION, a Nevada corporation
 
       
 
By:
/s/ Christopher P Leichtweis  
 
Name:
Christopher P. Leichtweis  
  Title: CEO/President  
     
  (the “Company”)