8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2009

STEEL VAULT CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	000-22693	11-2889809
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1690 SOUTH CONGRESS AVENUE, SUITE 200 DELRAY BEACH, FLORIDA	33445
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 561-805-8000

IFTH ACQUISITION CORP.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 20, 2009, Steel Vault Corporation, formerly known as IFTH Acquisition Corp. (the “Company”), closed a debt financing transaction with Blue Moon Energy Partners LLC (“Blue Moon”) for $190,000 pursuant to a secured convertible promissory note (the “Note”). The Note is payable on demand after March 20, 2011, accrues interest at five percent per year compounded monthly and is secured by substantially all of the Company’s assets pursuant to a Security Agreement between the Company and Blue Moon. The unpaid principal and accrued and unpaid interest under the Note can be converted at any time into common stock of the Company at a price of $0.44 per share. The Note can be prepaid at any time without penalty.

The financing transaction also includes a warrant, which carries piggy back registration rights, given to Blue Moon to purchase 108 thousand common shares of the Company at a price of $0.44 per share.

Blue Moon is an approximately 31% stockholder of the Company. William J. Caragol, the Company’s Chief Executive Officer, President and Acting Chief Financial Officer, is a manager and member of Blue Moon and Scott R. Silverman, the Company’s Chairman of the Board, is a manager and controls a member of Blue Moon.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by the documents filed herewith as Exhibits 10.1 – 10.3, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	10.1	Secured Convertible Promissory Note, dated March 20, 2009, between Steel Vault Corporation and Blue Moon Energy Partners LLC
	10.2	Security Agreement, dated March 20, 2009, between Steel Vault Corporation and Blue Moon Energy Partners LLC
	10.3	Warrant to Purchase Common Stock of Steel Vault Corporation, dated March 20, 2009, given to Blue Moon Energy Partners LLC
	99.1	Press Release of Steel Vault Corporation, dated March 20, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 24, 2009	Steel Vault Corporation
	/s/ William J. Caragol
	William J. Caragol
	Chief Executive Officer, President and Acting Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	10.1	Secured Convertible Promissory Note, dated March 20, 2009, between Steel Vault Corporation and Blue Moon Energy Partners LLC
	10.2	Security Agreement, dated March 20, 2009, between Steel Vault Corporation and Blue Moon Energy Partners LLC
	10.3	Warrant to Purchase Common Stock of Steel Vault Corporation, dated March 20, 2009, given to Blue Moon Energy Partners LLC
	99.1	Press Release of Steel Vault Corporation, dated March 20, 2009

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EX-10.1

Exhibit 10.1

NEITHER THIS NOTE NOR THE STOCK INTO WHICH THIS NOTE IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

SECURED CONVERTIBLE PROMISSORY NOTE

$190,000.00 March 20, 2009

FOR VALUE RECEIVED, Steel Vault Corporation, a Delaware corporation located at 1690 South Congress Drive, Suite 200, Delray Beach, Florida 33445 (the “Borrower”), promises to pay to Blue Moon Energy Partners LLC, a Florida limited liability company, or any subsequent holder upon a permitted assignment of this Note (the “Lender”), located at 1690 South Congress Drive, Suite 200, Delray Beach, Florida 33445, or at such other location designated by the Lender, the principal amount of ONE HUNDRED NINETY THOUSAND AND NO/100 U.S. DOLLARS (U.S.$190,000.00) (the “Principal Amount”), upon the terms and conditions specified below. Notwithstanding the foregoing, no payment of principal or interest shall be required to the extent that such principal and interest has been converted into equity securities of the Borrower pursuant to the terms hereof.

1. Repayment or Conversion.

(a) Repayment. The entire unpaid Principal Amount under this Note and all accrued and unpaid interest thereon shall be due and payable ON DEMAND of the Lender, which demand may be made at any time on or after March 20, 2011 (the “Maturity Date”), unless the Principal Amount and all accrued but unpaid interest thereon is converted pursuant to the provisions of Section 1(b) below.

(b) Conversion.

(i) By Lender. Lender shall have the right, at any time, in its sole discretion to convert all of the unpaid Principal Amount and accrued and unpaid interest thereon into that number of shares of the Borrower’s common stock (the “Conversion Shares”) determined as follows (the “Conversion Formula”):

The unpaid Principal Amount and accrued and unpaid interest on the date of conversion divided by 120% of the Price (as defined below), subject to equitable adjustment for any stock split, combination, recapitalization, reorganization or other similar event. For example, if Lender elects to convert this Note into shares of Borrower’s common stock on June 1, 2009 and the unpaid Principal Amount and accrued and unpaid interest on such date is $191,000 and the Price multiplied by 120% is $0.44, Borrower shall issue 434,091 Conversion Shares to Lender.

(ii) By Borrower. Upon the occurrence of a Change in Control of Borrower (as defined in Borrower’s 2009 Stock Incentive Plan), or if the average of the high and low trading prices of Borrower’s common stock as quoted on the Over The Counter Bulletin Board (or any other applicable trading exchange) is greater than 120% of the Price for any twenty consecutive trading days, Borrower shall have the right at any time thereafter in its sole discretion to convert all of the unpaid Principal Amount and accrued and unpaid interest thereon into Conversion Shares pursuant to the Conversion Formula.

(iii) In the event that Lender or Borrower, as applicable, elect to effect a conversion hereunder, Lender shall deliver to Borrower the original of this Note, and Borrower shall deliver to Lender a certificate representing the Conversion Shares into which this Note was converted.

(iv) For purposes herein, “Price” means the average of the high and low trading prices of Borrower’s common stock as quoted on the Over The Counter Bulletin Board (or any other applicable trading exchange) for the twenty consecutive trading day period immediately preceding the date of this Note. Price is $0.37.

2. Prepayment. This Note may be prepaid in whole or in part at any time without penalty.

3. Interest. This Note shall accrue interest at a rate equal to five percent (5%) per annum compounded monthly.

4. Events of Default. The entire unpaid Principal Amount and all accrued and unpaid interest shall become immediately due and payable upon (i) admission by the Borrower of its inability to pay its debts generally as they become due or otherwise acknowledges its insolvency, (ii) the filing of a petition in bankruptcy by the Borrower, (iii) the execution by the Borrower of a general assignment for the benefit of creditors, (iv) the filing against the Borrower of a petition in bankruptcy or a petition for relief under the provisions of the federal bankruptcy code or another state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of ninety (90) days or more, or (v) in the event that the Principal Amount and all accrued and unpaid interest thereon shall not have been paid in full on or before the Maturity Date.

5. Collection. If action is instituted to collect this Note, the Borrower promises to pay to the Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action.

6. Security. This Note and the obligations hereunder are secured by that certain Security Agreement (the “Security Agreement”) of even date herewith in the form attached hereto as Exhibit A, between Lender and Borrower, which encumbers Borrower’s real and personal property as more particularly described therein.

7. Waivers. No delay on the part of the Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy. No single or partial exercise of a right or remedy shall preclude other or further exercise of that or any other right or remedy. The failure of the Lender to insist upon the strict performance of any term of this Note, or to exercise any right or remedy hereunder, shall not be construed as a waiver or relinquishment by the Lender for the future of that term, right or remedy. No waiver of any right of the Lender hereunder shall be effective unless in writing executed by the Lender.

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8. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

9. Warrant. The Borrower shall, simultaneous with the execution of this Note, execute and deliver to Lender a common stock purchase warrant in the form attached hereto as Exhibit B (the “Warrant”) for 108,000 shares (the “Warrant Shares”).

10. Registration. If at any time Borrower proposes to register shares of its common stock under the Securities Act, in connection with the public offering of such shares for cash (a “Proposed Registration”) other than a registration statement on Form S-8 or Form S-4 or any successor or other forms promulgated for similar purposes, Borrower shall, at such time, promptly give Lender written notice of such Proposed Registration. Lender shall have ten (10) days from its receipt of such notice to deliver to Borrower a written request specifying the amount of Registrable Securities that Lender intends to sell and Lenders’ intended method of distribution. Upon receipt of such request, Borrower shall use its commercially reasonable efforts to cause all Registrable Securities which Borower has been requested to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of Lender; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 10 without obligation to Lender. If, in connection with any underwritten public offering for the account of Borrower or for stockholders of Borrower that have contractual rights to require Borrower to register shares of common stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of common stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then Borrower shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which Lender has requested inclusion hereunder as such underwriter(s) shall permit. For purposes herein, “Registrable Securities” means the Conversion Shares and the Warrant Shares and any other shares of common stock issuable pursuant to the exercise of the Warrants (without regard to any limitation on such exercise), and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Conversion Shares or the Warrant Shares; provided, however, that “Registrable Securities” shall not include any such shares that have been sold pursuant to Rule 144 of the Securities Act.

11. Amendment. This Note and the Warrant shall not be amended without the express written consent of Borrower and Lender.

12. No Impairment. The Borrower will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of capital stock or assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms set forth herein or in the Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of Lender hereunder.

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13. Interest Savings Clause. If any interest payment (or other payment which is deemed by law to be interest) due hereunder is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall instead be deemed a payment of principal and applied against the principal of the obligations evidenced by this Note.

14. Assignment. This Note is assignable and transferable by Lender with the Borrower’s written consent, which consent shall not to be unreasonably withheld.

15. Notices. All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, sent by facsimile or if sent by nationally-recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid, to the address set forth herein or to such other address as the party to whom notice is to be given may have furnished to the other parties hereto in writing in accordance with the provisions of this Section 15. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of facsimile, when receipt is confirmed, (iii) in the case of nationally-recognized overnight courier, on the next business day after the date when sent and (iv) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

16. Legal Matters. The validity, construction, enforcement, and interpretation of this Note are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions. The parties hereby expressly waive presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest, and any other formality. The Borrower and the Lender (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction in Palm Beach County, Florida, (b) stipulate that the proper, exclusive, and convenient venue for any legal proceeding arising out of this Agreement is Palm Beach County, Florida, for state court proceedings, and the Southern District of Florida, for federal district court proceedings, and (c) waive any defense, whether asserted by a motion or pleading, that Palm Beach County, Florida, or the Southern District of Florida, is an improper or inconvenient venue.

17. Further Assurances. From time to time, the Lender, at the Borrower’s reasonable request, shall execute and deliver such other instruments and do and perform such other acts and things in connection with the exercise of this Note.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, this Note has been executed by the Borrower and delivered to the Lender as of the date first above written.

BORROWER: STEEL VAULT CORPORATION
By:	/s/ William J. Caragol
	William J. Caragol
	Chief Executive Officer

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EX-10.2

Exhibit 10.2

SECURITY AGREEMENT

This is a Security Agreement (the “Security Agreement”) between Steel Vault Corporation, a Delaware corporation (“Debtor”) and Blue Moon Energy Partners LLC, a Florida limited liability company (the “Secured Party”), and is dated as of March 20, 2009.

BACKGROUND

Debtor and Secured Party are parties to a Secured Convertible Promissory Note in the aggregate principal amount of $190,000.00 (the “Note”). This Security Agreement secures the Note.

Accordingly, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

TERMS

1. Grant of Security Interest. For good and valuable consideration received, the sufficiency of which is hereby acknowledged and agreed, in order to secure payment of (collectively, the “Liabilities”): (a) the Note; (b) all costs and expenses, including attorneys’ fees, incurred in collecting amounts due under the Note following an Event of Default; (c) all costs and expenses, including attorney’s fees, incurred in connection with realizing upon the value of the security provided by this Security Agreement following an Event of Default; and (d) all other liabilities and obligations of the Debtor to Secured Party, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, sole, joint, or several, arising prior to the date of this Security Agreement or in connection herewith, or which may be hereafter contracted or acquired, or incurred directly or indirectly in respect thereof, and all extensions or renewals thereof; Debtor grants to the Secured Party a lien and security interest in all of Debtor’s Assets (defined below), including without limitation, the Acquired Assets and the accounts receivable arising out of the Acquired Assets (collectively, the “Collateral”). This security interest shall also attach to all replacements and proceeds of the Collateral. “Assets” means: all accounts receivable, chattel paper, instruments, documents, inventory, equipment, general intangibles, intellectual property, investment property, and all other tangible and intangible property of Debtor, whether now owned or existing or hereafter acquired or arising, wherever located, and all cash and non-cash proceeds and products thereof.

2. Delivery of the Security. To perfect the security interest granted above, the Debtor shall deliver to the Secured Party an adequate number of executed Form UCC-1s in a form and content appropriate for filing in all relevant jurisdictions and reasonably acceptable to the Secured Party.

3. Assurances; Covenants. Debtor hereby agrees that:

a. The Debtor covenants to the Secured Party that except for the security interest granted to the Secured Party by this Security Agreement: (i) the Collateral is and will be free of all liens and security interests of every kind and nature, except as may have been the result of actions of the Secured Party; (ii) the Debtor will not assign, transfer, sell, convey, hypothecate, pledge, or in any other way dispose of or encumber the Collateral while this Security Agreement is in effect; and (iii) the Debtor will warrant and defend the Collateral and the Secured Party’s security interest against the claims and demands of all persons.

b. Debtor will not, without the prior written consent of Secured Party, borrow from anyone on the security of the Collateral, or otherwise permit any liens, encumbrances, security interests, or adverse claims against the Collateral, and will not permit the Collateral to be levied upon under any legal process.

c. Debtor will not, without the prior written consent of Secured Party, sell, transfer, assign, deliver, trade, lease, license, grant any other security interest in, rent, secrete, or otherwise dispose of all or any part of the Collateral (other than accounts and inventory, which may be sold only in the ordinary course of business), or permit anything to be done that may impair the value of the Collateral.

d. Debtor authorizes Secured Party to file financing statements, including amendments or continuations thereof, describing the Collateral, and from time to time at the request of Secured Party, will execute such other documents, and will do such other acts and things, all as Secured Party may reasonably request, to establish and maintain a valid perfected security interest in the Collateral (free of all other liens and claims whatsoever) and to enable Secured Party to enforce its rights and remedies hereunder with respect to the Collateral.

4. Representations and Warranties. Debtor represents and warrants to Secured Party as follows:

a. Debtor is a corporation duly organized, validly existing, and in good standing and active status under the laws of the state of Delaware;

b. Debtor has all requisite power to own and operate its properties and to carry on its business as now being conducted, and has all necessary rights to conduct its business;

c. Debtor has the power, authority, and legal right to execute and deliver this Security Agreement, and to perform its obligations hereunder, and has taken all action necessary to authorize the execution, delivery, and performance of this Security Agreement and to authorize the transactions contemplated hereby;

d. The execution, delivery, and performance by Debtor of this Security Agreement will not (i) contravene, conflict with, result in the breach of, or constitute a violation of or default under the organizational documents of Debtor, any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority, or any agreement or instrument to which Debtor is a party or by which Debtor or its property may be bound or affected, or (ii) result in the creation of any lien, charge, or encumbrance upon any property or assets of Debtor pursuant to any of the foregoing, except the liens created by this Security Agreement;

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e. This Security Agreement constitutes a legal, valid, and binding agreement enforceable against the Debtor and the Collateral in accordance with its terms and, without limiting the foregoing, this Security Agreement grants Secured Party a valid, perfected security interest in the Collateral; and

f. Debtor is the owner of the Collateral free and clear of all liens, encumbrances, security interests, and adverse claims whatsoever, except in respect of the security interest granted in this Security Agreement.

5. Default. Each of the following shall, after receipt by Debtor of written notice from Secured Party and after a cure period of five (5) business days with respect to Section 5(a) below, and thirty (30) days with respect to Sections 5(b) through 5(d) below, constitute an event of default under this Security Agreement (each, an “Event of Default”):

a. The occurrence of a default under the Note, or a breach of the assurances set forth in Section 3 of this Security Agreement, or any other Liability is not paid when due (and such nonpayment continues beyond the expiration of any applicable grace or cure period);

b. Any representation or warranty made by any Debtor under this Security Agreement or any report, certificate, financial statement, or other information provided by any Debtor to Secured Party in connection herewith is false or misleading in any material respect when made or deemed made; and

c. Any Debtor fails to fully and promptly perform when due any agreement or covenant under this Security Agreement or any related document (and such failure continues beyond the expiration of any applicable grace or cure period).

In the event that Debtor substantially cures such default within the applicable cure period, such default shall not constitute an Event of Default.

6. Remedies in the Event of a Default.

a. In an Event of Default under this Security Agreement, the Secured Party will have the right at any time and from time to time, without further notice or demand to any Debtor to exercise the rights and remedies upon default that are granted to a secured party under the Uniform Commercial Code and/or that are otherwise available to Secured Party under this Security Agreement, the Note, or otherwise available to secured creditors at law and/or in equity under applicable law, including without limitation:

(i) Enforce any Debtor’s rights against account debtors and notify any and all account debtors or other parties against which any Debtor has a claim under the Collateral that such Collateral has been assigned by Debtor and that Secured Party has a security interest therein and, if desired by Secured Party, that all payments should be made to Secured Party;

(ii) Receive and endorse the name of any Debtor upon any instruments of payment (including payments made under any policy of insurance) that may come into the possession of Secured Party;

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(iii) Sell, assign, demand, sue for, collect, compromise, or settle payment of all or any part of the Collateral in the name of any Debtor or in its own name, or make any other disposition of the Collateral, or any part thereof, which disposition may be for cash, credit, or any combination thereof, or make exchanges, substitutions, surrenders, or discharges of any of the Collateral;

(iv) Purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, to set off the amount of such price against the Liabilities; and

(v) Do all things that Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement;

granting to Secured Party, as the attorney-in-fact of Debtor, full power of substitution and full power to do any and all things necessary to be done in and about the premises as fully and effectually as any Debtor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue of this Security Agreement. This power of attorney is coupled with an interest and shall be irrevocable until the Liabilities have been paid in full and all commitments to lend have been terminated.

b. Upon the occurrence of an Event of Default:

(i) Secured Party may direct the disposition of the Collateral and any other collateral for the Liabilities, in such order or manner as Secured Party may in its sole discretion determine;

(ii) Secured Party shall have the right to enter and remain upon the premises of Debtor, without any obligation to pay rent to any Debtor or others, or any other place or places where any of the Collateral is located or kept, and: (1) remove Collateral therefrom, in order to maintain, sell, collect, and liquidate the Collateral; or (2) use such premises, together with materials, supplies, books, and records of Debtor, to maintain possession of and the condition of the Collateral, and to prepare the Collateral for selling, liquidating, or collecting.

(iii) Secured Party may require Debtor, at Debtor’s expense, to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties.

c. The net proceeds realized by Secured Party upon a sale or other disposition of the Collateral, or any part thereof, after deduction of the expenses of retaking, holding, preparing for sale, selling or the like, and reasonable attorneys’ fees and other expenses incurred by Secured Party, shall, be applied to payment of (or held as a reserve against) the Liabilities, whether or not then due, and in such order of application as Secured Party may from time to time elect.

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7. Termination. This Security Agreement and the security interest granted pursuant to this Security Agreement shall terminate when all the Liabilities have been paid in full. Upon such termination, the Secured Party will deliver all the appropriate executed Form UCC-3s to the Debtor necessary to terminate all effective financing statements in the Secured Party’s favor that are then on file or recorded with respect to the collateral described in this Security Agreement.

8. Right to Inspect. If Debtor is in default under this Security Agreement, the Debtor will permit representatives of the Secured Party to have full access to all premises, properties, books, records, tax records, or documents of or pertaining to the Collateral in order to enable the Secured Party to have access to the Collateral and the premises, properties, books, records, tax records and documents related thereto.

9. Assignment. Neither this Security Agreement nor any of the rights, interests, or obligations arising under this Security Agreement may be assigned by either party, without the prior written consent of the other party hereto. Subject to the foregoing, this Security Agreement shall be binding upon and inure to the benefit of Secured Party, its successors and assigns, and shall be binding upon Debtor and its heirs, legal representatives, successors, and assigns and shall bind all persons who become bound as a Debtor to this Security Agreement.

10. Binding Effect. This Security Agreement shall inure to the benefit of and be binding upon the Secured Party’s permitted successors and assigns, and shall inure to the benefit of and be binding upon Debtor’s permitted successors and assigns.

11. Severability. Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If any provision of this Security Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

12. Titles. The titles and headings preceding the text of the sections of this Security Agreement have been inserted solely for convenience of reference and do not constitute a part of this Security Agreement or affect its meaning, interpretation, or effect.

13. Waiver. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Security Agreement shall not be construed as a waiver of future performance of any such term, covenant, or condition, and the obligations of either party with respect to such term, covenant, or condition shall continue in full force and effect.

14. Entire Agreement. This Security Agreement contains the final, complete, and exclusive expression of the understanding of the Debtor and the Secured Party with respect to the transactions contemplated in this Security Agreement, and supersedes any prior or other contemporaneous agreement or representation by or between the parties related to the subject matter of this Security Agreement.

15. Amendment. This Security Agreement may not be amended, modified, or changed in any respect except by an agreement in writing signed by the Debtor and the Secured Party, and any waiver by either party of any requirement pursuant to this Security Agreement shall be in writing.

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16. Notices. All notices, requests, demands, claims and other communications under this Security Agreement will be in writing. Any notice, request, demand, claim or other communication under this Security Agreement shall be deemed duly given if it is sent: (a) by personal delivery, or (b) by commercial delivery or overnight courier service that requires a signature as evidence of delivery, and, in each case, addressed to the intended recipient as set forth below, or to any other or additional persons and addresses as the Parties may from time to time designate in a writing delivered in a writing in accordance with this Section 16:

If to the Secured Party:

Blue Moon Energy Partners LLC
1690 South Congress Drive, Suite 200
Delray Beach, Florida 33445
Attn: Scott R. Silverman

If to Debtor:

Steel Vault Corporation
1690 South Congress Drive, Suite 200
Delray Beach, Florida 33445
Attn: William J. Caragol

17. Governing Law. This Security Agreement shall be construed and enforced in accordance with the laws of Florida. In any litigation in connection with or to enforce this, or any other related documents, Debtor irrevocably consents to and confers personal jurisdiction on the courts of the State of Florida or the United States courts located within the State of Florida, expressly waives any objections as to venue in any of such courts, and agrees that service of process may be made on Debtor by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to its most recent address provided in writing.

18. Relationship. This Security Agreement does not create or evidence a partnership or joint venture between Debtor and the Secured Party.

19. Interpretation. Neither this Security Agreement nor any uncertainty or ambiguity in this Security Agreement shall be construed or resolved against any party, whether under any rule of construction or otherwise. No party to this Security Agreement shall be considered the draftsman. The parties acknowledge and agree that this Security Agreement has been reviewed, negotiated, and accepted by all the parties and their attorneys and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

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20. Time. Time shall be of the essence with respect to all of the provisions of this Security Agreement.

21. Counterparts. This Security Agreement may be executed (including by facsimile transmission) in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

22. Enforcement of Security Agreement. The parties agree that irreparable damage will occur if any of the provisions of this Security Agreement are not performed in accordance with its specific terms or are otherwise breached. It is therefore agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Security Agreement and to specifically enforce the terms and provisions of this Security Agreement in any court of the United States or any state having jurisdiction, in addition to any other remedy to which they are entitled.

23. Remedies Cumulative. The rights and remedies provided in this Security Agreement are cumulative and not exclusive of any rights or remedies provided by law, and the warranties, representations, covenants, and other provisions of this Security Agreement shall be cumulative.

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IN WITNESS WHEREOF, the undersigned have executed this Security Agreement as of the date and year first above written.

STEEL VAULT CORPORATION
By:	/s/ William J. Caragol
	William J. Caragol, Chief Executive Officer
BLUE MOON ENERGY PARTNERS, LLC
By:	/s/ Scott R. Silverman
	Scott R. Silverman, Managing Partner

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EX-10.3

Exhibit 10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.

COMMON STOCK PURCHASE WARRANT

Void After March 19, 2014

No. 001 Date of Issuance: March 20, 2009

This is to certify that, for value received, Blue Moon Energy Partners LLC, or registered assigns thereof (the “Holder”), is entitled to purchase from Steel Vault Corporation, a Delaware corporation (the “Corporation”), at a price of $0.44 per share (the “Warrant Price”) at any time on or before March 19, 2014, all or any part of 108,000 shares of Common Stock, par value $0.01 per share, of the Corporation (“Common Stock”), on the terms and subject to the conditions hereinafter set forth.

1. This Warrant will become void, and all rights of the Holder will expire, at 5:00 P.M., EST, on March 19, 2014.

2. This Warrant may be exercised by the Holder as to all or any portion of the shares of Common Stock covered hereby, by surrender of this Warrant to the Corporation at its principal office, with the form of Election to Purchase attached hereto duly executed and accompanied by the Warrant Price for the shares so purchased in cash or by certified check or bank draft. The Election to Purchase shall state the name of the person or entity exercising the Warrant (with address and such further information as may be required by the Corporation) and the certificate or certificates for shares of Common Stock shall be issued in this name. Thereupon this Warrant shall be deemed to have been exercised and the person or entity exercising the Warrant shall be deemed to have become a holder of record of shares of Common Stock purchased hereunder for all purposes and thereafter the Holder may exercise all rights and be entitled to all benefits of a shareholder of record of the Corporation, and a certificate or certificates for such shares so purchased shall be delivered to the person or entity exercising the Warrant within a reasonable time after this Warrant shall have been exercised as set forth hereinabove. In the event that, prior to the exercise of this Warrant and issuance of the underlying shares, there shall be an increase or decrease in the number of issued shares of Common Stock of the Corporation as a result of a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Corporation, the remaining number of shares shall be adjusted so that the adjusted number of shares subject to this Warrant and the adjusted Warrant Price shall be the substantial equivalent of the remaining number of shares still subject to the Warrant and the Warrant Price thereof prior to such change.

3. This Warrant is exchangeable by the Holder, upon the surrender of the Warrant at the principal office of the Corporation, for new Warrants of like tenor and date representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder.

4. The Corporation covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof except for any taxes required in connection with the transfer thereof. The Corporation further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Corporation will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

5. The Holder of this Warrant, by acceptance hereof, agrees that such holder will not sell, hypothecate or otherwise transfer or dispose of this Warrant or the shares of Common Stock issuable on the exercise hereof without giving prior written notice to the Corporation of such holder’s intention to do so, describing briefly the manner of any such proposed transfer. Upon the request of the Corporation, the Holder shall be required to also deliver to the Corporation an opinion of to counsel for the Holder stating that the proposed transfer described in the notice given by the Holder may be effected without registration of this Warrant or the shares of Common Stock issuable on the exercise hereof under the Securities Act of 1933, as then in effect, or any similar federal statute (the “Securities Act”).

6. The restrictions in Section 5 hereof shall be binding upon any transferee who has received this Warrant or shares of Common Stock issuable on exercise hereof. A legend in substantially the following form shall be typed, printed or stamped on the face and back of all certificates issued on exercise of this Warrant and on the face and back of all certificates issued in substitution or exchange thereof:

“This security has not been registered under the Securities Act of 1933, as amended. It has been acquired for investment and may not be sold or transferred in the absence of an effective registration statement with respect thereto under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act.”

7. The issue of any stock or other certificate upon the exercise of this Warrant shall be made without charge to the registered holder hereof for any tax in respect of the issue of such certificate.

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8. This Warrant and all rights hereunder are transferable on the books of the Corporation (subject, however, to the provisions of Sections 5 and 6 hereof), upon surrender of this Warrant, with the form of Transfer of Warrant attached hereto duly executed by the registered holder hereof or by his attorney duly authorized in writing, to the Corporation at its principal office, and thereupon there shall be issued in the name of the transferee or transferees, in exchange for this Warrant, a new Warrant or Warrants of like tenor and date, representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder.

9. The Corporation may deem and treat the registered holder of this Warrant as the absolute owner of this Warrant for all purposes and shall not be affected by any notice to the contrary.

10. This Warrant shall not entitle the Holder to any rights of a stockholder of the Corporation, either at law or in equity, including, without limitation, the right to vote, to receive dividends and other distributions, to exercise any preemptive rights or to receive any notice of meetings of stockholders or of any other proceedings of the Corporation.

11. This Warrant shall be governed by the laws of the State of Florida.

Dated: March 20, 2009

STEEL VAULT CORPORATION
By:	/s/ William J. Caragol
	William J. Caragol
	Chief Executive Officer

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TRANSFER OF WARRANT

For value received                      hereby sells, assigns and transfers unto                                          the right to purchase                      shares of Common Stock, par value $                     per share, of                                         , which rights are represented by the attached Warrant, and does hereby irrevocably constitute and appoint                                          attorney to transfer said rights on the books of such Corporation.

Dated:                                         ,                     

In the Presence of

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ELECTION TO PURCHASE

Date:                                         ,                     

TO:

The undersigned hereby subscribes for                      shares of the Common Stock of the Corporation covered by the attached Warrant and tenders payment herewith in the amount of $                     in accordance with the terms hereof.

Issue Certificate(s) for said stock to	Deliver certificate(s)                      by mail                      against counter receipt to
(Name)	(Name)
(Street and Number)	(Street and Number)
City               State	City               State
Social Security or Tax	Social Security or Tax
Identification Number	Identification Number

The undersigned registered holder of this Warrant hereby represents and warrants to and agrees with the Company that, if the shares of Common Stock which the undersigned hereby subscribes for have not been effectively registered under the Securities Act of 1933, or any similar Federal Statute in effect at the date of this Election to Purchase, the undersigned is purchasing said shares of Common Stock for his or its own account for investment, and not with a view to, or for sale in connection with, any distribution of such shares and without any present intention of distributing or selling such shares and that a legend to such extent may be placed on all certificates for shares of such Common Stock.

Very truly yours,

(Signature of Subscriber or Agent)

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EX-99.1

Exhibit 99.1

Steel Vault Corporation Receives Investment From Company Executives

Insiders Led Group to Increase Its Investment in Company

DELRAY BEACH, Fla. March 23, 2009 — Steel Vault Corporation (OTCBB: SVUL) (“Steel Vault” or the “Company”) announced today that it issued a $190,000 Note, convertible into common stock at any time at a price of $0.44 per share, to an investment group led by its Chairman and CEO. The $190,000 in proceeds will be used to support the Company’s continued subscriber growth and working capital needs.

On March 20, 2009, the Company entered into a convertible promissory note (the “Note”) with Blue Moon Energy Partners LLC (“Blue Moon”), a group led by Steel Vault Chairman Scott R. Silverman and CEO William J. Caragol, whereby Blue Moon invested another $190,000 into the Company, increasing the total investment to date to $590,000. The Note is payable on demand after March 20, 2011, and accrues interest at five percent per year.

William J. Caragol, Chief Executive Officer of Steel Vault, said, “This investment will enable the Company to enhance the roll-out of our marketing campaigns and expansion of our subscriber base. Based on year-to-date subscriber growth, this investment reflects the confidence that Blue Moon, Scott and I have about the future of the Company.”

About Steel Vault Corporation

Steel Vault, formerly known as IFTH Acquisition Corp., is a premier provider of identity security products and services, including credit monitoring, credit reports, and other identity theft protection services. Since 2004, its subsidiary, National Credit Report.com, has specialized in providing a variety of credit information to consumers to help protect them from identity theft and fraud.

Statements about Steel Vault’s future expectations, including that the capital will be used to support the Company’s continued subscriber growth and working capital needs, that the investment will enable the Company to enhance the roll-out of its marketing campaigns and expansion of its subscriber base, the expectation of continued progress of the Company based on year-to-date subscriber growth and all other statements in this press release other than historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and the Company’s actual results could differ materially from expected results. Additional information about these and other factors that could affect the Company’s business is set forth in the Company’s various filings with the Securities and Exchange Commission, including those set forth in the Company’s 10-K filed on December 24, 2008, under the caption “Risk Factors.” The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

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Contacts:
Steel Vault
Allison Tomek
561-805-8000
atomek@steelvaultcorp.com

CEOcast
Dan Schustack
212-732-4300
dschustack@ceocast.com