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): November 20, 2006

Halo Technology Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Nevada	000-33197	88-0467845
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
200 Railroad Avenue, Greenwich, Connecticut		06830
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 203 422 2950

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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.

Amendment to Purchase Agreement

As reported on its Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on September 19, 2006, on September 13, 2006, the registrant, Halo Technology Holdings, Inc. ("Halo" or the "Company") and Unify Corporation ("Unify") entered into a Purchase and Exchange Agreement (the "Purchase Agreement") for the sale of the Company’s Gupta Technologies, LLC ("Gupta") subsidiary to Unify Corporation ("Unify") and the Company’s acquisition of Unify’s NavRisk Business and ViaMode Product (as such terms are defined in the Purchase Agreement). A copy of the Purchase Agreement was attached as Exhibit 10.130 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2006, and is incorporated herein by reference.

On November 20, 2006, Halo and Unify entered into that certain Amendment No. 1 to Purchase and Exchange Agreement (the "Amendment") amending certain terms of the Purchase Agreement. C apitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement or the Amendment. Under the Purchase Agreement, Halo agreed to sell Gupta to Unify in exchange for (i) Unify’s risk management software and solution business as conducted by Unify through its Acuitrek, Inc. subsidiary ("Acuitrek") and its Insurance Risk Management division, including, without limitation, the Acuitrek business and the NavRisk product (the "NavRisk Business"), (ii) Unify’s ViaMode software product and related intellectual property rights (the "ViaMode Product"), (iii) 5,000,000 shares of Unify common stock ("Purchase Shares"), (iv) warrants to acquire 750,000 shares of Unify stock ("Purchase Warrant"), (v) $5,000,000 in cash, of which Halo received $500,000 as a deposit upon the signing of the Purchase Agreement (the "Deposit"), and (vi) the amount by which the Gupta Net Working Capital exceeds the NavRisk Net Working Capital (as such terms are defined in the Purcha se Agreement, the "Working Capital Adjustment").

The Amendment changed the consideration to be paid by Unify at the Closing, by eliminating the Purchase Shares and Purchase Warrants and by increasing the cash portion of the consideration from $5,000,000 to $6,100,000. The Amendment also modified by the Purchase Agreement by making corresponding changes to the representations, warranties and covenants, eliminating references to the Purchase Shares and Purchase Warrant.

A copy of the Amendment is attached as Exhibit 10.140 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment. Exhibits to the Amendment, which have not been filed with this Current Report on Form 8-K, will be furnished to the Securities and Exchange Commission upon request.


Amendment No. 3 to Fortress Credit Agreement

On November 20, 2006 Company entered into Amendmen t Agreement No. 3 ("Amendment Agreement") between the Company and Fortress Credit Corp. ("Fortress") relating to the Credit Agreement dated August 2, 2005 between the Company, the Subsidiaries of the Company and Fortress. All capitalized terms used in herein and not otherwise defined have the meanings set forth in the Amendment Agreement.

Pursuant to the Amendment Agreement, (i) the Company paid, as a partial prepayment of the Loan, $4,600,000 simultaneously with the closing of the sale of Gupta, and (ii) the Company agreed to pay, as partial prepayments of the Loan, $2,000,000 payable in three installments, with the first installment of $500,000 payable on January 31, 2007, the second installment of $500,000 payable on February 28, 2007 and the third installment of $1,000,000 payable on March 30, 2007. Under the Amendment Agreement, the Company also paid Fortress an amount equal to $500,000 simultaneously with the closing of the sale of Gupta, $270,000 of which was applied towards the November 2 nd principal payment due under the Loan, $100,000 of which was applied towards the Outstanding Amendment Fee (due pursuant to the prior Amendment No. 2 of the Credit Agreement) and $130,000 of which shall be applied (i) as a credit against future payment of accrued interest by the Company under the Credit Agreement, and (ii) towards the payment of Fortress’s legal fees relating to the Amendment Agreement.

Further, the Company agreed to pay Fortress a reorganization success fee of $200,000 no later than March 30, 2007, and an amendment fee of $300,000 as consideration for entering into the Amendment Agreement. Fortress also agreed to release Gupta from its obligations under the Credit Agreement and related agreements, and to release its liens on Gupta’s assets.

A copy of the Amendment Agreement is attached as Exhibit 10.141 hereto, and is incorporated herein by reference. The foregoing description of the Amendment Agreement is qualified in its entirety by reference to the full text of the Amendment Agreement. Exhibits to the Amendment Agreement, which have not been filed with this Current Report on Form 8-K, will be furnished to the Securities and Exchange Commission upon request.

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Gupta Material Agreements

Previously, the Company had disclosed various agreements entered into by its Gupta subsidiary as material agreements of the Company, due to Gupta’s significance to the Company. Due to the sale of Gupta, the following agreements are no longer material agreements of the Company:

Exhibit No. Description of Agreement

10.42 (14) Senior Security Agreement, dated as of January 31, 2005, between Gupta Technologies, LLC and Collateral Agent (as defined therein).

10.44 (14) Senior Guaranty, dated as of January 31, 2005, between Gupta Technologies, LLC and Collateral Agent (as defined therein).

10.47 (14) Subordinated Subsidiary Security Agreement, dated as of January 31, 2005, between Gupta Technologies, LLC and Collateral Agent (as defined therein).

10.49 (14) Subordinated Guaranty, dated as of January 31, 2005, between Gupta Technologies, LLC and Collateral Agent (as defined therein).

10.50 (14) Intercreditor and Subord ination Agreement dated as of January 31, 2005, by and among: the Subordinated Noteholders, the Senior Noteholders, the Company, Warp Solutions, Inc., Gupta Technologies, LLC, and the Collateral Agent (as such terms are defined therein).

10.54 (18) Letter Agreement dated October 31, 2003 by and between Gupta Technologies, LLC and Jeffrey L. Bailey.

10.55 (18) Letter Agreement dated August 4, 2004 by and between Gupta Technologies, LLC and Jeffrey Bailey, as amended January 1, 2005.

10.56 (18) Premium International Distribution Agreement dated January 1, 2004 by and between ADN Distribution, GmbH and Gupta Technologies, LLC.

10.57 (18) Premium International Distribution Agreement dated March 1, 2005 by and between Scientific Computers and Gupta Technologies, LLC.

10.58 (18) Premium International Distribution Agreement dated January 1, 2004 by and between NOCOM AB and Gupta Technologies, LLC, as amended January 1, 2005.

10.59 (18) Premium International Distribution Agr eement dated October 1, 2003 by and between Sphinx CST and Gupta Technologies, LLC, as amended October 1, 2004.

10.60 (18) Premium International Distribution Agreement dated March 24, 2004 by and between Xtura B.V. and Gupta Technologies, LLC.

10.61 (18) OEM Software License Agreement dated September 29, 1994 by and between United Parcel Service General Services Co. and Gupta Technologies, LLC, as amended September 8, 1995, September 30, 1999, December 21, 1999, March 23, 2001, and December 31, 2004.

10.62 (18) Service Agreement dated March 27, 2002 by and between Offshore Digital Services Inc., DBA Sonata and Gupta Technologies, LLC, as amended March 28, 2003, July 21, 2003, and March 28, 2004.

10.63 (18) Services Agreement dated September 20, 2004 by and between CodeWeavers, Inc. and Gupta Technologies, LLC.

10.64 (18) OEM Product Agreement dated September 20, 2004 by and between CodeWeavers, Inc. and Gupta Technologies, LLC.

10.65 (18) Qt Commercial License Agreem ent for Enterprise Edition dated as of December 15, 2004 by and between Trolltech Inc. and Gupta Technologies, LLC.

10.66 (18) OEM License Agreement dated January 1, 2004 by and between Graphics Server Technologies, L.P. and Gupta Technologies, LLC.

10.67 (18) Shrinkwrap software license agreement with Data Techniques, Inc. for the ImageMan software product.

10.68 (18) Shrinkwrap software license agreement with Rogue Wave Software Inc. for the Rogue Wave Stingray software product.

10.69 (18) Lease Agreement dated July 19, 2001 by and between Westport Joint Venture and Gupta Technologies, LLC, together with amendments thereto.

10.78 (20) Deed dated August 1, 2005 between Gupta Technologies, LLC and Fortress Credit Corp.

10.79 (20) Deed dated August 2, 1005 between Gupta Technologies Limited and Fortress Credit Corp.

10.81 (20) Deed dated August 2, 1005 between Gupta Technologies, LLC and Fortress Credit Corp.

10.84 (21) Share Pledge Agreement dated Augus t 2, 2005 between Gupta Technologies LLC, Fortress Credit Corp., Fortress Credit Opportunities I LP and Finance Parties

Notes:

(14) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 4, 2005.

(18) Filed as an exhibit to the Company’s Registration Statement on Form S-2 (File Number 333-123864)

(20) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 16, 2005.

(21) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 2, 2005.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Disposition of Gupta; Acquisition of NavRisk Business

On November 20, 2006, the Company completed the transactions contemplated by that certain Purchase and Exchange Agreement (the "Purchase Agreement") between the Company and Unify Corporation ("Unify"), as amended by that certain Amendment No. 1 to Purchase and Exchange Agreement (the "Amendment") dated November 20, 2006. At the Closing of the transactions, Halo sold its Gupta Technologies, LLC subsidiary to Unify in exchange for (i) Unify’s risk management software and solution business as conducted by Unify through its Acuitrek, Inc. subsidiary ("Acuitrek") and its Insurance Risk Management division, including, without limitation, the Acuitrek business and the NavRisk product (the "NavRisk Business"), (ii) Unify’s ViaMode software product and related intellectual property rights (the "ViaMode Product"), (iii) $6,100,000 in cash, of which Halo had received $500,000 as a deposit upon the signing of the Purchase Agreement (the "Deposi t"), and (iv) the amount by which the Gupta Net Working Capital exceeds the NavRisk Net Working Capital (as such terms are defined in the Purchase Agreement, the "Working Capital Adjustment"). Accordingly, the Company disposed of a significant amount of assets, its Gupta subsidiary, and acquired a significant amount of assets, the NavRisk Business. A copy of the Purchase Agreement was attached as Exhibit 10.130 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2006, and is incorporated herein by reference. The Amendment is described above in Item 1.01. A copy of the Amendment is attached as Exhibit 10.140 to this Current Report on Form 8-K, and is 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.

As described above in Item 1.01, on November 20, 2006 Company entered into an Amendment Agreement No. 3 ("Amendment Agreement") between the Company and Fortress Credit Corp. ("Fortress") relating to the Credit Agreement dated August 2, 2005 between the Company, the Subsidiaries of the Company and Fortress. The Amendment Agreement created and modified certain direct financial obligations of the Company as follows.

Pursuant to the Amendment Agreement, (i) the Company paid, as a partial prepayment of the Loan, $4,600,000 simultaneously with the closing of the sale of Gupta, and (ii) the Company agreed to pay, as partial prepayments of the Loan, $2,000,000 payable in three installments, with the first installment of $500,000 payable on January 31, 2007, the second installment of $500,000 payable on February 28, 2007 and the third installment of $1,000,000 payable on March 30, 2007. Under the Amendment Agreement, the Company also paid Fortress an amount equal to $500,000 simultaneously with the closing of the sale of Gupta, $270,000 of which was applied towards the November 2nd principal payment due under the Loan, $100,000 of which was applied towards the Outstanding Amendment Fee (due pursuant to the prior Amendment No. 2 of the Credit Agreement) and $130,000 of which shall be applied (i) as a credit against future payment of accrued interest by the Company under the Credit Agreement, and (ii) towards the payment of Fortress’s legal fees relating to the Amendment Agreement.

Further, the Company agreed to pay Fortress a reorganization success fee of $200,000 no later than March 30, 2007, and an amendment fee of $300,000 as consideration for entering into the Amendment Agreement. Fortress also agreed to release Gupta from its obligations under the Credit Agreement and related agreements, and to release its liens on Gupta’s assets.

A copy of the Amendment Agreement is attached as Exhibit 10.141 hereto, and is incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

As described above in Item 2.01, on November 20, 2006, the Company sold its Gupta subsidiary. Pursuant to that certain Credit Agreement (as amended, the "Credit Agreement") dated August 2, 2005 between the Company, the Subsidiaries of the Company and Fortress Credit Corp. ("Fortress"), the Company became obligated to make a mandatory prepayment of outstanding principal on the Loan under the Credit Agreement. The Company satisfied this obligation by making the payments described in that certain Amendment Agreement No. 3 ("Amendment Agreement") between the Company and Fortress relating to the Credit Agreement. The Amendment Agreement is described above in Item 1.01.

Pursuant to the Amendment Agreement, (i) the Company paid, as a partial prepayment of the Loan, $4,600,000 simultaneously with the closing of the sale of Gupta, and (ii) the Company agreed to pay, as partial prepayments of the Loan, $2,000,000 payable in three installments, with the first installment of $500,000 payable on January 31, 2007, the second installment of $500,000 payable on February 28, 2007 and the third installment of $1,000,000 payable on March 30, 2007. A copy of the Amendment Agreement is attached as Exhibit 10.141 hereto, and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Due to the sale of the Company’s Gupta subsidiary, on November 20, 2006, Jeff Bailey, who had served as CEO of Gupta, is no longer an executive officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information


The following pro forma financial information of the Company and the acquired NavRisk Business (as defined above in Item 2.01) is submitted at the end of this Current Report on Form 8-K, and is filed herewith and incorporated herein by reference:


Pro Forma Financial Information
________________________________________
Halo Technology Holdings, Inc. Pro Forma Consolidated Condensed Balance Sheet September 30, 2006 (Unaudited)

Halo Technology Holdings, Inc. Pro Forma Consolidated Condensed Statements of Operations three months ended September 30, 2006 (Unaudited)

Halo Technology Holdings, Inc. Pro Forma Consolidated Condensed Statements of Operations year ended June 30, 2006 (Unaudited)





(d)

Exhibit No. Description

10.140 Amendment to Purchase Agreement between the Company and Unify Corporation

10.141 Amendment Agreement No. 3 between the Company and Fortress Credit Corp.< br>
99.1 Pro Forma Financial Information

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.

	Halo Technology Holdings, Inc.
November 27, 2006	By:	Ernest Mysogland
		Name: Ernest Mysogland
		Title: Executive Vice President

Exhibit Index

Exhibit No.	Description
10.140	Amendment to Purchase Agreement between the Company and Unify Corporation
10.141	Amendment Agreement No. 3 between the Company and Fortress Credit Corp.
99.1	Pro Forma Financial Information

EX-10.140

Exhibit 10.140

AMENDMENT NO. 1 TO PURCHASE AND EXCHANGE AGREEMENT

This Amendment No. 1 to Purchase and Exchange Agreement, is dated as of November      , 2006 (this “Amendment”), among Halo Technology Holdings, Inc., a Nevada corporation (“Halo”) and Unify Corporation, a Delaware corporation (the “Unify”).

WITNESSETH:

WHEREAS, Halo and Unify are parties to that certain Purchase and Exchange Agreement, dated as of September 13, 2006 (as amended, the “Purchase Agreement”), and desire to amend the Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto do hereby agree as follows (capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement):

1. Amendment to Section 2.2(b). Section 2.2(b) is hereby amended and replaced by the following:

(b) At the Closing, Unify will deliver to Halo $5,600,000 paid by wire transfer or other means as specified by Halo to the accounts specified by Halo (together with the Deposit, the “cash Purchase Price”);

2. Amendment to Section 2.2(d). Section 2.2(d) is hereby eliminated in its entirety.

3. Amendment to Section 2.2(e). Section 2.2(e) is hereby amended and replaced by the following:

“(e) At the closing, Unify will deliver to Halo the NavRisk Business, including, without limitation, all of the outstanding shares of capital stock of Acuitrek and the other NavRisk Assets, and the ViaMode Product and the other ViaMode Assets; and”

4. Amendment to Section 2.2(f). Section 2.2(f) is hereby eliminated in its entirety.

5. Amendment to Section 4.22, 4.23 and 4.24. Sections 4.22, 4.23 and 4.23 are hereby eliminated in their entirety.

6. Amendment to Section 5.1. Section 5.1 is hereby amended by adding the following to the end thereof:

“Acuitrek is a corporation duly organized, validly existing, and in good standing under the Laws of its state of formation with full power and authority to own and operate its properties and to carry on its business as it is now being conducted. Acuitrek is authorized to transact business in its state of formation and in all other jurisdictions in which the nature of its business and the ownership of its properties makes such qualification necessary, except where the failure to so qualify or be in good standing has not had and would not be likely to have a Material Adverse Effect on the NavRisk Business. ”

7. Amendment to Section 5.2. Section 5.2 is hereby amended and replaced by the following:

“Authority. Unify has the full power, authority and legal capacity to enter into this Agreement and the other Acquisition Documents to which Unify is a party and to perform its obligations hereunder and thereunder.”

8. Amendment to Section 5.3. Section 5.3 is hereby amended and replaced by the following:

“Due Authorization; Enforceability. The execution and delivery of this Agreement and the other Acquisition Documents to which Unify is a party and the performance of the obligations of Unify under this Agreement and such other Acquisition Documents have been duly authorized by all necessary corporate action. This Agreement and the other Acquisition Documents to which Unify is a party have been duly and validly executed and delivered by Unify and constitute legal, valid and binding obligations of Unify and are enforceable against Unify in accordance with their terms.”

9. Amendment to Section 5.4. Section 5.4 is hereby eliminated in its entirety.

10. Amendment to Section 5.5. Section 5.5 of the Agreement is hereby amended and replaced by the following:

“No Conflicts: The execution, delivery, and performance of this Agreement and the other Acquisition Documents to which Unify or Acuitrek is a party: (a) will not conflict with or will not result in a breach of any provision contained in the Organizational Documents of Unify or Acuitrek; (b) will not result in any conflict with, breach of, or default (or give rise to any right of termination, cancellation or acceleration or loss of any right or benefit) under or require any notice, consent or approval which has not been obtained with respect to any of the terms, conditions or provisions of any Contracts, and (c) will not violate any Law applicable to Unify Acuitrek, or to the NavRisk Assets or the ViaMode Assets. No action, consent or approval by, or filing by Unify or Acuitrek with any Governmental Authority is required in connection with the execution, delivery or performance by Unify of this agreement or the consummation o the sale of the NavRisk Assets or the ViaMode Assets and the other transactions contemplated hereby. Neither the execution of this Agreement nor the consummation of the transactions herein contemplated will result in the creation of any Lien on any of the NavRisk Assets or the ViaMode Assets.”

11. Amendment to Section 5.6. Section 5.6 of the Agreement is hereby amended and replaced by the following:

“Real Property. Neither Unify nor Acuitrek owns any real property. The Real Property Schedule is a true and complete list of all real property leases to which Unify or Acuitrek is a party and which are used in the NavRisk Business (the “Unify Leased Properties”). Halo is not assuming any obligation relating to any of Unify Leased Property.”

12. Amendment to Section 5.7. Section 5.7 of the Agreement is hereby amended and replaced by the following:

“Environmental Representations. There has been no use by Unify or Acuitrek during their respective tenancies of Hazardous Materials on the premises of the Unify Leased Properties.”

13. Amendment to Section 5.8. Section 5.8 of the Agreement is hereby amended and replaced by the following:

“5.8 Tax Matters.

A. Unify and/or Acuitrek have filed, on a timely basis, all Tax returns and reports of any nature whatsoever which are required to be filed with any Governmental Authority and such Tax returns are complete, correct, and accurate in all respects. Except as disclosed on the Unify Tax Returns Schedule, neither Unify nor Acuitrek has requested an extension of time within which to file any Tax return. Unify or Acuitrek, as applicable, has paid in full or established an adequate reserve for all assessments received and all Taxes of any nature whatsoever which have become due under Law with respect to all periods beginning prior to the Closing Date. No Claims have been made against Unify or Acuitrek by any Governmental Authority in a jurisdiction where Unify or Acuitrek does not file tax returns and reports that it is or may be subject to Taxation by that jurisdiction. There are, and will hereafter be, no Tax deficiencies (including penalties, interest and additions to Tax) of any kind against or relating to Unify or Acuitrek with respect to any taxable periods (or portions thereof) ending on or before, or including, the Closing Date of a character or nature which would result in any Lien on Acuitrek, the NavRisk Assets or Viamode Assets or Halo’s title thereto or use thereof, or would result in any claim against Halo or Acuitrek. There are no current pending, to Unify’s knowledge, or threatened audits or assessments with respect to any liability in respect of Taxes that are likely to result in any additional liability for Taxes by Unify or Acuitrek.

B. Unify or Acuitrek, as applicable, has withheld and paid timely all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor or other third party relating to the NavRisk Business.

C. Niether Unify nor Acuitrek is a party to any Tax allocation or Tax sharing agreement.”

14. Amendment to Section 5.9. Section 5.9 of the Agreement is hereby amended and replaced by the following:

“5.9 Employee Benefit Plans and Other Plans.

A. The Unify Employee Benefits Schedule contains a true, correct and complete list of all Employee Plans which cover or have covered employees or former employees of the NavRisk Business (including, without limitation, all Employee Plans which cover or have covered employees of Acuitrek). True and complete copies of each of the following documents have been made available by Unify to Halo: (i) the current version of each Welfare Plan and Pension Plan and the current summary plan description and any subsequent summaries of material modifications thereof, and (ii) the current version of each Employee Plan and the current summary plan description and any subsequent summaries of material modifications thereof and a complete description of any Employee Plan which is not in writing.

B. Neither Unify, Acuitrek nor any ERISA Affiliate contributes to or has any obligation to contribute, or has contributed to or had any obligation to contribute, to any Multiemployer Plan with respect to any current or former employee.

C. Each Welfare Plan which covers or has covered employees or former employees of the NavRisk Business (including, without limitation, all Employee Welfare Plans which cover or have covered employees of Acuitrek) and which is a “group health plan,” as defined in Section 607(1) of ERISA, has been operated in compliance with provisions of COBRA (if applicable) at all times.

D. No event has occurred in connection with, or arising out of, the establishment, operation, administration, or termination of any Employee Plan or the transactions contemplated by this Agreement which could subject Unify, Acuitrek or any ERISA Affiliate or any Employee Plan or any NavRisk Assets or ViaMode Assets, directly or indirectly, to any material liability (i) under any Law relating to any Employee Plans or (ii) pursuant to any obligation of Unify or Acuitrek to indemnify any person against liability incurred under any such Law as they relate to the Employee Plans.

E. No Employee Plan is subject to Title IV of ERISA or Section 412 of the Code.”

15. Amendment to Section 5.10. Section 5.10 of the Agreement is hereby amended and replaced by the following:

“Contracts. The Unify Contracts Schedule is a true and correct list of each Contract (i) to which Unify or Acuitrek is a party and which Halo is assuming pursuant to this Agreement, or (ii) by which any of the NavRisk Assets or ViaMode Assets are bound or affected (except ViaMode contracts not being assigned to Halo which Unify will be permitted to retain subject to the License Agreements to be entered into between the parties). Each written, and a description of each oral, Contract so listed have been delivered to Halo. Each Contract is legal, valid, binding, enforceable (except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization and other similar Laws affecting creditors’ rights generally and (b) the general principles of equity, regardless of whether asserted in a proceeding in equity or at Law) and in full force and effect. Neither Unify or Acuitrek, nor to Unify’s knowledge, any other party, is in material breach or default, and no event has occurred which with notice or lapse of time could constitute a material breach or default or permit termination, modification or acceleration, under any Contracts. No party has repudiated any term of any Contracts, and there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Unify or Acuitrek under current or completed Contracts with any Person, and no such Person has made written demand for such renegotiation. Other than as set forth on the Unify Contracts Schedule, each Contract set forth on the Unify Contracts Schedule is fully assignable to Halo at the Closing.”

16. Amendment to Section 5.11. Section 5.11A of the Agreement is hereby amended by adding the following sentences to the end thereof:

“The stock in Acuitrek which is being sold and transferred to Halo as part of the NavRisk Assets is owned, of record and beneficially, by Unify and represents the only outstanding stock in Acuitrek. There are no options, warrants, or other securities convertible or exchangeable for stock or other securities in Acuitrek. All the stock in Acuitrek, when transferred to Halo at the Closing, will be duly and validly issued, fully paid and nonassessable. There are no restrictions on transfer, rights of first refusal or other restrictions or obligations relating to the Acuitrek stock. As of the Closing Date, there will be no outstanding subscription, option, warrant, call right, preemptive right, securities convertible or exchangeable for stock, or other agreement or commitment obligating the Acuitrek to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any common or preferred stock or any other economic, voting, ownership or any other type of interest or security in the Acuitrek, other than this Agreement.”

17. Amendment to Section 5.12. Section 5.12 of the Agreement is hereby amended and replaced by the following:

“Employee Matters. Attached hereto as the Employees Schedule is a list of all current employees and persons on leave of absence, interim layoff or other temporary suspension of employment, in each case of Acuitrek or of the NavRisk Business and ViaMode Product, stating the salary, wages, bonuses, severance pay, expenses, allowances, benefits and date of hire of each such person, and Unify agrees, on or prior to the Closing Date, to the extent permissible under applicable law to make available to Halo, the employment records of all current employees. Unify and Acuitrek will, as of the Closing Date, have paid all salaries, wages, bonuses, expenses, allowances, benefits, severance pay and other compensation owed to their respective employees and agents in connection with the NavRisk Business and ViaMode Product to the extent the same is due and payable in respect of periods on or prior to the Closing Date other than as reflected as Accrued Compensation on the NavRisk Closing Balance Sheet.”

18. Amendment to Section 5.13. Section 5.13 of the Agreement is hereby amended and replaced by the following:

“Violations of Law. Neither Unify nor Acuitrek has received any notice of any claimed violation of any Laws or Permits relating to or affecting Acuitrek, the NavRisk Business, the ViaMode Product, the NavRisk Assets or the ViaMode Assets or any Employee Plan; and there is no investigation by any person or a Governmental Authority of any claimed violation of Laws pending or, to the knowledge of Unify, threatened or anticipated or any basis therefor relating to or affecting Acuitrek, the NavRisk Business, the ViaMode Product, the NavRisk Assets or the ViaMode Assets or any Employee Plan.”

19. Amendment to Section 5.14. Section 5.14 of the Agreement is hereby amended and replaced by the following:

“Litigation. (a) There is no Action pending or, to the knowledge of Unify, threatened or anticipated by or before any Governmental Authority or private arbitration tribunal against Unify, or Acuitrek or which relates to or affects Acuitrek, the NavRisk Business, the ViaMode Product, the NavRisk Assets or the ViaMode Assets or any Employee Plan or the transactions contemplated hereby, (b) neither Unify, nor Acuitrek, nor, to the knowledge of Unify, any affiliate, officer, director or employee or any corporate partner or joint venture with Unify or Acuitrek, has been permanently or temporarily enjoined or barred by order, judgment or decree of any Governmental Authority or private arbitration tribunal from engaging in or continuing any conduct or practice in connection with the NavRisk Business, the ViaMode Product, the NavRisk Assets or the ViaMode Assets or any Employee Plan, and (c) there is not in existence any order, judgment or decree of any private arbitration tribunal with respect to or binding upon Acuitrek, the NavRisk Business, the ViaMode Product, the NavRisk Assets or the ViaMode Assets or any Employee Plan. Neither Unify, nor Acuitrek nor any Employee Plan or is in default with respect to any judgment, order, writ, injunction or decree of any Governmental Authority, and there are no unsatisfied judgments against Acuitrek, the NavRisk Business, the ViaMode Product, the NavRisk Assets or the ViaMode Assets or any Employee Plan.”

20. Amendment to Section 5.15. Section 5.15 of the Agreement is hereby amended and replaced by the following:

“Indebtedness. The Unify Debts Schedule is a true and complete list of all Claims against Unify or Acuitrek relating to the NavRisk Business, the ViaMode Product,the NavRisk Assets or the ViaMode Assets, including, without limitation, trade accounts payable in excess of Five Thousand Dollars ($5,000), including a description of the terms of payment, and, if such claim is secured, a description of all properties or other assets pledged, mortgaged or otherwise hypothecated as security, and if a lease of equipment, the imputed rate of interest on such lease.”

21. Amendment to Section 5.16. Section 5.16 of the Agreement is hereby amended and replaced by the following:

“Insurance. The Unify Insurance Schedule is a true and correct list of all the policies of insurance covering Acuitrek, the NavRisk Business, or the NavRisk Assets or the ViaMode Assets presently in force (including as to each (a) risk insured against, (b) name of carrier, (c) policy number, (d) amount of coverage, (e) amount of premium, (f) expiration date and (g) the property, if any, insured, indicating as to each whether it insures on an “occurrence” or a “claims made” basis. All of the insurance policies set forth on the Unify Insurance Schedule are in full force and effect and all premiums, retention amounts and other related expenses due have been paid, and neither Unify nor Acuitrek has received any notice of cancellations with respect to any of the policies.”

22. Amendment to Section 5.17. Section 5.17 of the Agreement is hereby amended and replaced by the following:

“Compliance with Laws. Unify and Acuitrek have operated the NavRisk Business and owned the NavRisk Assets and the ViaMode Assets in compliance with all Laws and Permits.”

23. Amendment to Section 5.19. Section 5.19 of the Agreement is hereby amended and replaced by the following:

“Absence of Changes. Since July 31, 2006, there has not been:

A. Any Material Adverse Change;

B. Any material damage, destruction or loss (whether or not covered by insurance) affecting Acuitrek, the NavRisk Assets or the ViaMode Assets;

C. Any increase in the compensation, bonus, sales commission or fee arrangement payable or to become payable by Unify or Acuitrek to any employee of the NavRisk Business, except increases in the ordinary course of business and consistent with past practice;

D. Any work interruptions, labor grievances or Claims filed, or, to the knowledge of Unify, proposed Law or any event or condition of any character, reasonably likely to have a Material Adverse Effect on the NavRisk Business;

E. Any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of Unify or Acuitrek relating to the NavRisk Business or the ViaMode Product to any person;

F. Any material purchase or acquisition, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets relating to the operation of the NavRisk Business or the ViaMode Product;

G. Any waiver of any material rights or Claims under any Contract or Permit;

H. Any breach, amendment or termination of any Contract or Permit;

I. Any issuance of any equity interests in the NavRisk Business (including, without limitation, Acuitrek), or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such equity interests, or any agreement with respect to any of the foregoing;

J. Any incurrence of any indebtedness for borrowed money, any assumption, guarantee, endorsement or other agreement to become responsible for the material obligations of any other individual, corporation or other entity, except for indebtedness to trade creditors in the ordinary course of business consistent with past practice; or

K. Except as specifically contemplated by this Agreement, any transaction relating to Acuitrek, the NavRisk Business or the ViaMode Product outside the ordinary course of business.”

24. Amendment to Section 5.20. Section 5.20 of the Agreement is hereby amended and replaced by the following:

“No Undisclosed Liabilities. Except as and to the extent disclosed in the Halo Assumed Liabilities Schedule, the Disclosure Letter or the NavRisk Financial Statements, neither Unify nor Acuitrek has any liabilities or obligations whatsoever, whether accrued, absolute, secured, unsecured, contingent or otherwise except liabilities which have been incurred after the date of the most recent Financial Statements in the ordinary course of business, consistent with past practice, or which are obligations to perform under executory contracts in the ordinary course of business.”

25. Amendment to Section 5.21. Section 5.21 of the Agreement is hereby amended and replaced by the following:

“Permits. Unify and/or Acuitrek possesses all Permits necessary to permit it to engage in the NavRisk Business or the ViaMode Product as presently conducted in and at all locations and places where it is presently operating. All Permits related to the NavRisk Business or the ViaMode Product are listed on the Unify Permits Schedule.”

26. Amendment to Section 5.22. Section 5.22 of the Agreement is hereby amended and replaced by the following:

“Customer Relations. Except as otherwise set forth on the Customer Relations Schedule, at no time prior to the Closing Date, no customer of the NavRisk Business or the ViaMode Product has stated, advised, or otherwise indicated to Unify that it intends to terminate or cancel any Contract with Unify or Acuitrek.”

27. Amendment to Section 5.23. Section 5.23 of the Agreement is hereby amended and replaced by the following:

“Intellectual Property. (a) Either Unify or Acuitrek has, and Halo shall receive, good, valid and marketable title to the Intellectual Property assumed by Halo pursuant to this Agreement, including but not limited to the Software and all components of the Software, free and clear of all title defects, liens, restrictions, claims charges, security interests or other encumbrances of any nature whatsoever, and (b) the Software is in good operating order, condition and repair.”

28. Amendment to Section 6.6. Section 6.6 is hereby eliminated in its entirety.

29. Amendment to Section 6.7. Section 6.7 is hereby eliminated in its entirety.

30. Amendment to Section 7.8. Section 7.8 is hereby eliminated in its entirety.

31. Amendment to Section 7.9. Section 7.9 is hereby eliminated in its entirety.

32. Amendment to Section 7.13. Section 7.13 is hereby eliminated in its entirety.

33. Amendment to Glossary Schedule. The Glossary Schedule definition “Acquisition Documents” is hereby amended and replaced by the following:

“Acquisition Documents” shall mean this Agreement, and any and all agreements, deeds, assignments, bills of sale, endorsements, powers of attorney, and other documents, otherwise required by this Agreement, or executed and delivered pursuant hereto or in connection herewith.”

The Glossary Schedule definition “NavRisk Assets” is hereby amended by adding the following sentence to the end of the paragraph:

“Without limiting the foregoing, NavRisk Assets shall include all outstanding shares of capital stock of Acuitrek.”

The Glossary Schedule definition “ViaMode Assets” is hereby amended by adding the following sentence to the end of the paragraph:

“ViaMode Assets” means Unify’s right, title and interest in and to ViaMode Product and all Intellectual Property and Software owned by Unify in or related to the ViaMode Product, and also includes the License Agreements and any rights which may arise thereunder.

34. Amendment to Glossary Schedule. The Glossary Schedule is amended to eliminate the following definitions in their entirety:

“Purchase Shares”
“Purchase Warrant”
“Registration Agreement”
“Securities Act”

35. Miscellaneous.

(a) The validity, construction and performance of this Amendment, and any action arising out of or relating to this Amendment shall be governed by the laws of the State of Delaware, without regard to the laws of the State of Delaware as to choice or conflict of laws.

(b) Except as modified herein, all other terms and provisions of the Purchase Agreement are unchanged and remain in full force and effect.

(c) The captions contained in this Amendment are for convenience of reference only, shall not be given meaning and do not form part of this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment shall become effective when each party to this Amendment shall have received a counterpart hereof signed by the other parties to this Amendment.

(e) This Amendment shall be binding upon any permitted assignee, transferee, successor or assign to any of the parties hereto.

IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first set forth above.

HALO TECHNOLOGY HOLDINGS, INC.

By: /s/ Ernest C. Mysogland
Name: Ernest C. Mysogland
Title: Executive Vice President

UNIFY CORPORATION

By: /s/ Todd Wille
Name: Todd Wille
Title: President

EXHIBIT 10.141

THIS AMENDMENT AGREEMENT No. 3 (this Amendment Agreement) is dated as of November      , 2006

BETWEEN:

(1) HALO TECHNOLOGY HOLDINGS, INC. (formerly Warp Technology Holdings, Inc.), a Nevada corporation, as borrower (the Company); and

(2) FORTRESS CREDIT CORP., in its capacity as agent to the Lenders under the Credit Agreement referred to below (in that capacity, the Agent).

WHEREAS:

(A) The Company, the Lenders (referred to therein) and the Agent are parties to that certain credit agreement dated August 2, 2005, as amended by Amendment No. 1 dated as of October 26, 2005 and Amendment No. 2 dated as of October 11, 2006 (the Credit Agreement).

(B) The Company has agreed to sell it all of its equity interest in each of Gupta Technologies, LLC, Gupta Technologies, Ltd., and Gupta Technologies GmbH (the Gupta Entities) to Unify Corporation (the Buyer) pursuant to a Purchase and Exchange Agreement (the Purchase Agreement) dated as of September 13, 2006 between and among the Buyer and Halo, as amended.

(C) Pursuant to Section 7.2(b) of the Credit Agreement, the Company would be obligated (upon the sale of the Gupta Entities) to prepay the Loan in an amount equal to the outstanding principal amount of Advance relating to Tranche A (the Gupta Prepayment).

(D) The Company failed to pay the Agent for the benefit of the Lenders the final installment of an amendment fee pursuant to Section 10(a) of Amendment No. 2 to the Credit Agreement (Amendment No. 2) in the amount of US$100,000 on November 10, 2006 (the Outstanding Amendment Fee).

(E) The Company has acquired, or will acquire pursuant to the Purchase Agreement, direct or indirect ownership of 100% of the equity interests in the entities set forth in Schedule 1 hereto (the New Subsidiaries).

(F) Pursuant to Sections 18.13, 18.25 and 28.9 of the Credit Agreement, the New Subsidiaries are obligated to become a Guarantor under the Credit Agreement and the Company and the New Subsidiaries are obligated to enter into certain Security Documents in favor of the Agent.

(G) The Company has requested that the Agent release its Security Interest in the equity interests of the Gupta Entities and the assets of the Gupta Entities.

(H) The Company failed to make the US$270,000 Principal repayment which was due on November 2, 2006 (the November 2^nd Payment).

(I) This Amendment Agreement is supplemental to and amends the Credit Agreement. The Company and the Agent have agreed that the Credit Agreement should be amended as set forth in this Amendment Agreement.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

Terms defined in the Credit Agreement (by reference or otherwise) have, unless expressly defined in this Amendment Agreement, the same meanings in this Amendment Agreement.

1.2 Construction

The provisions of Clause 1.2 (Construction) of the Credit Agreement apply to this Amendment Agreement as though they were set out in full in this Amendment Agreement, except that references to “this Agreement” are to be construed as references to this Amendment Agreement.

2. EFFECT OF AMENDMENT AGREEMENT

With effect on and from the date of this Amendment Agreement, the Credit Agreement will be amended by, and the rights and obligations of the parties thereto relating to their future performance under the Credit Agreement will be governed by and construed in accordance with, the Credit Agreement as amended, modified and supplemented by this Amendment Agreement.

3. AMENDMENTS AND WAIVERS

Notwithstanding anything contained in the Credit Agreement to the contrary, the Company and the Agent hereby agrees that:

(a) the Company shall partially prepay (as a mandatory prepayment pursuant to Section 7.2 of the Credit Agreement) the Loan as follows: (i) in an amount equal to US$4,600,000 simultaneously with the closing of the sale of the Gupta Entities and (ii) in an amount equal to US$2,000,000 payable in three installments, with the first installment of US$500,000 payable on January 31, 2007, the second installment of US$500,000 payable on February 28, 2007 and the third installment of US$1,000,000 payable on March 30, 2007;

(b) the Company shall pay to the Agent an amount equal to US$500,000 simultaneously with the closing of the sale of the Gupta Entities, US$270,000 of which shall be applied towards the November 2^nd Payment, US$100,000 of which shall be applied towards the Outstanding Amendment Fee and US$130,000 of which shall be applied (i) as a credit against future payment of accrued interest by the Company under the Credit Agreement, and (ii) towards the payment of Agent’s legal fees relating to this Amendment Agreement, the documentation contemplated pursuant to 3(d), and any of Agent’s outstanding legal fees relating to prior Amendments to the Credit Agreement;

(c) on or prior to December 15, 2006, the Company will cause each of (i) the New Subsidiaries to become a Guarantor under the Credit Agreement and enter into Security Agreements in favor of the Agent relating to all assets of such New Subsidiary, (ii) the Company (or its relevant Subsidiary) shall enter into a Pledge Agreement in favor of the Agent relating to all of the outstanding equity interests in each New Subsidiary and (iii) the Company and each New Subsidiary shall have satisfied all other requirements of Sections 18.13, 18.25 and 28.9 of the Credit Agreement;

(d) the Company shall pay the Agent for the benefit of the lenders a reorganization success fee equal to US$200,000 on or prior to the earlier of (i) the date (if any) on which the Company sells its equity interest in any of Empagio, Inc., David Corporation or Process Software, Inc. and (ii) March 30, 2007, which, for the avoidance of doubt does not constitute a repayment of any portion of the Loan;

(e) the Company ‘s failure or any New Subsidiary’s failure to comply with its obligations under this Section 3, shall constitute an immediate Event of Default under the Credit Agreement, and, for the avoidance of doubt, the Company’s failure to comply with its obligations under Section 3(a), 3(b), 3(d) and 10(a) shall constitute an immediate Event of Default under Section 19.2 of the Credit Agreement; and

(f) the Agent shall enter into a release letter, in the form attached as Annex A.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

The Company makes each representation and warranty set out in Clauses 4.2 (Powers and Authority) through 4.6 (Credit Agreement) of this Amendment Agreement to each Finance Party.

4.2 Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorize the entry into and performance of this Amendment Agreement and the transactions contemplated by this Amendment Agreement.

4.3 Legal validity

(a) This Amendment Agreement is its legally binding, valid and enforceable obligation.

(b) This Amendment Agreement is in the proper form for its enforcement in the jurisdiction of its incorporation.

4.4 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, this Amendment Agreement do not and will not:

(a) conflict with any law or regulation applicable to it; or

(b) conflict with its constitutional documents; or

(c) conflict with any document which is binding upon it or any of its assets or constitute a default or termination event (however described) under any such document, in each case to an extent or in a manner which:

(i) has a Material Adverse Effect;

(ii) could reasonably be expected to result in any liability on the part of any Finance Party to any third party; or

(iii) could require the creation of any Lien over any asset in favor of a third party.

4.5 Authorizations

All authorizations required by it in connection with the entry into, performance and validity and enforceability of, and the transactions contemplated by, this Amendment Agreement have been obtained or effected (as appropriate) and are in full force and effect.

4.6 Credit Agreement

The Company hereby represents and warrants that, on the date of this Amendment Agreement, the representations and warranties set out in Clauses 15.2 (Status) through 15.16 (United States laws) of the Credit Agreement:

(a) are true with each such representation and warranty being understood to mean such representation and warranty as amended (if amended at all) pursuant to Clause 3 (Amendments) of this Amendment Agreement; and

(b) would also be true if references to “this Agreement” were construed as references to the Credit Agreement as amended by this Amendment Agreement.

4.7 Acknowledgment of Reliance

The Company acknowledges that it makes such representations and warranties with the intention of persuading Agent (on behalf of the Lenders) to enter into this Amendment Agreement and that the Agent has entered into this Amendment Agreement on the basis of, and in full reliance on, each of such representations and warranties.

5. GOVERNING LAW, ETC.

This Amendment Agreement is governed by the laws of the State of New York. The provisions of Clauses 36 (Governing Law) and 37 (Enforcement) of the Credit Agreement are incorporated by reference into this Amendment Agreement as if fully set out herein, with each reference to “this Agreement” (including in the definition of Finance Documents) being understood to be a reference to this Amendment Agreement.

6. SEVERABILITY

If any provision of this Amendment Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Amendment Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Amendment Agreement.

7. COUNTERPARTS

This Amendment Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Amendment Agreement.

8. COMPLETE AGREEMENT

This Amendment Agreement, the Credit Agreement and the other Finance Documents contain the complete agreement between the Parties on the matters to which such agreements relate and supersede all prior commitments, agreements and understandings, whether written or oral, with respect to those matters.

9. NATURE OF THIS AMENDMENT AGREEMENT

(a) By signing this Amendment Agreement, the Parties designate this Amendment Agreement as a Finance Document.

(b) Except as specifically amended by this Amendment Agreement, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The Credit Agreement and this Amendment Agreement will be read and construed as a single document.

10. CERTAIN AGREEMENTS REGARDING FEES

The Company hereby irrevocably agrees that:

(a) It shall pay the Agent for the benefit of the Lenders an amendment fee equal to US$300,000 as consideration for entering into this Amendment Agreement. This amendment fee shall be payable in 3 installments of US$100,000 each. The first such installment of US$100,000 shall be due and payable on December 15, 2006, the second installment shall be due and payable on February 28, 2007 and the third installment of US$100,000 shall be due and payable on March 30, 2007.

(b) It shall promptly pay all reasonable costs and expenses of Allen & Overy LLP, counsel to the Agent, incurred in connection with this Amendment Agreement.

11. RELEASE

The Company on behalf of itself, its Subsidiaries and Affiliates hereby acknowledge, effective upon the date of this Amendment Agreement, that the Company and its Subsidiaries and Affiliates, have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of any Obligor’s liability to repay all amounts due and owing under the Credit Agreement or to seek affirmative relief or damages of any kind or nature from the Agent, any Lender or any of their past and present officers, partners, members, directors, servants, agents, attorneys, assigns, employees, heirs, parents, subsidiaries, or any other Person acting for or on behalf of any of them. The Company and its Subsidiaries and Affiliates, all their successors, assigns, Subsidiaries and Affiliates and any Person acting for or on behalf of, or claiming through them, hereby fully, finally and forever release and discharge the Agent and the Lenders and all of the Agent’s and Lenders’ past and present officers, partners, members, directors, servants, agents, attorneys, assigns, employees, heirs, parents, subsidiaries, and each Person acting for or on behalf of any of them (collectively, the “Released Parties”) of and from any and all past, present and future actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature whatsoever, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Credit Agreement and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing or to the documents related to the transaction contemplated herein.

The Agent, for and on behalf of itself and the Finance Parties, hereby acknowledges that (i) the existing defaults described in Whereas clauses (D) and (H) of this Amendment Agreement shall be deemed to be cured upon payment of the November 2^nd Payment and the Outstanding Amendment Fee pursuant to Section 3(b) of this Amendment Agreement, and any existing defaults relating to the delay in any of the New Subsidiaries becoming a Guarantor, shall be deemed to be cured upon satisfaction of the Company’s obligations under Section 3(c) of this Amendment Agreement.

12. MISCELLANEOUS

The Company represents and warrants that Gupta Technologies S.A. de C.V. has been dissolved and the parties hereto confirm that Gupta Technologies S.A. de C.V. is no longer an Obligor, a Guarantor or otherwise a party under the Credit Agreement.

The undersigned, intending to be legally bound, have executed and delivered this Amendment Agreement on the date stated at the beginning of this Amendment Agreement.

SIGNATORIES

Company

HALO TECHNOLOGY HOLDINGS, INC.

By: /s/ Ernest C. Mysogland
Ernest C. Mysogland
Executive Vice President

Agent
FORTRESS CREDIT CORP., as Agent for and on behalf of the Finance Parties
By: Constantine Dakolias Chief Credit Officer	/s/ Constantine Dakolias

Ex 99.1

HALO TECHNOLOGY HOLDINGS, INC.

UNAUDITED PRO FORMA
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

On November 20, 2006, Halo Technology Holdings, Inc. (“Halo” or the “Company”) sold its Gupta Technologies, LLC (“Gupta”) subsidiary to Unify Corporation (“Unify”) as part of a simultaneous transaction in which Halo acquired Unify’s NavRisk Business (as defined below) and ViaMode Product (as defined below).

On September 13, 2006, the Halo and Unify entered into a Purchase and Exchange Agreement (the “Purchase Agreement”). The Purchase Agreement was amended on November 20, 2006 (the “Amendment”). On November 20, 2006, the transactions under the Purchase Agreement (as amended by the Amendment) closed. Halo sold Gupta to Unify in exchange for (i) Unify’s risk management software and solution business as conducted by Unify through its Acuitrek, Inc. subsidiary (“Acuitrek”) and its Insurance Risk Management division, including, without limitation, the Acuitrek business and the NavRisk product (the “NavRisk Business”), (ii) Unify’s ViaMode software product and related intellectual property rights (the “ViaMode Product”), (iii) $6,100,000 in cash, of which Halo had received $500,000 as a deposit (the “Deposit”) upon execution of the Purchase Agreement, and (iv) the amount by which the Gupta Net Working Capital exceeds the NavRisk Net Working Capital (as such terms are defined in the Purchase Agreement, the “Working Capital Adjustment”).

This unaudited pro forma information should be read in conjunction with the consolidated financial statements of the Company included in our Annual Report filed on Form 10-KSB/A for the year ended June 30, 2006 and our Quarterly Report filed on Form 10-QSB for the period ended September 30, 2006.

The following unaudited pro forma balance sheet for the period ended September 30, 2006, has been prepared in accordance with accounting principles generally accepted in the United States; gives effect to the sale of Gupta as if the acquisition occurred on September 30, 2006; and removes the balance sheet of Gupta as of September 30, 2006 from the balance sheet of the Company as of September 30, 2006.

The following unaudited pro forma statement of operations for the period ended September 30, 2006 has been prepared in accordance with accounting principles generally accepted in the United States to give effect to the sale of Gupta as if the transaction occurred on June 30, 2006. Such pro forma statement of operations removes the results of operations of Gupta for the period ended September 30, 2006 from the results of operations of the Company for the period ended September 30, 2006. A pro forma adjustment was made to reduce the interest expense on the Company’s outstanding senior debt because part of the proceeds from the sale would have been used to pay down a portion of the outstanding principal of the senior debt.

The following unaudited pro forma statement of operations for the year ended June 30, 2006 has been prepared in accordance with accounting principles generally accepted in the United States to give effect to the sale of Gupta as if the transaction occurred on June 30, 2005. The pro forma statement of operations removes the results of operations of Gupta for the year ended June 30, 2006 from the results of operations of the Company for the year ended June 30, 2006. A pro forma adjustment was made to reduce the interest expense on the Company’s outstanding senior debt because part of the proceeds from the sale would have been used to pay down a portion of the outstanding principal of the senior debt.

These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the sale of Gupta been completed as of the dates specified above.

Halo Technology Holdings, Inc.

Pro Forma Consolidated Condensed Balance Sheet
September 30, 2006
(Unaudited)

				Sale of		Pro Forma				Halo
	Halo (A)			Gupta (B)		Adjustments				Pro Forma
Assets
Current Assets:
Cash and cash equivalents	$	509,645				$	500,000		(C)	$	1,009,645
Accounts receivable, net of allowance for doubtful accounts		2,347,702									2,347,702
Due from Platinum Equity, LLC		330,000									330,000
Due from Unify Corporation		-					1,085,162		(D)		1,085,162
Prepaid expenses and other current assets		703,210					130,000		(C)		833,210
Assets held for sale		17,438,677			17,438,677					—
Total current assets		21,329,234			17,438,677		1,715,162				5,605,719
Property and equipment, net		665,627									665,627
Deferred financing costs, net		1,330,491									1,330,491
Intangible assets, net of accumulated amortization		9,563,040									9,563,040
Goodwill		29,983,047									29,983,047
Other assets		74,815					4,920,060		(E)		4,994,875
Total assets	$	62,946,254		$	17,438,677	$	6,635,222			$	52,142,799
Liabilities and stockholders’ equity
Current liabilities:
Current portion of senior note payable		1,896,189					(270,000	)	(C)		1,626,189
Note payable to Tenebril sellers		3,529,412									3,529,412
Note payable to Platinum Equity, LLC		1,750,000									1,750,000
Deposit for sale of Gupta		500,000					(500,000	)	(C)	—
Notes payable		160,000									160,000
Accounts payable		2,119,204									2,119,204
Accrued expenses		6,190,812					500,000		(F)		6,690,812
Deferred revenue		8,817,806									8,817,806
Due to ISIS		1,243,885									1,243,885
Liabilities of discontinued operations		5,333,455			5,333,455					—
Total current liabilities		31,540,763			5,333,455		(270,000	)			25,937,308
Subordinate notes payable		2,083,334									2,083,334
Senior notes payable		20,137,680					(4,600,000	)	(C)		15,537,680
Other long term liabilities		434,594									434,594
Series C warrants liabilities		2,188,244									2,188,244
Senior and Sub warrants liabilities		804,289									804,289
Other warrants liabilities		3,160,878									3,160,878
Total liabilities		60,349,782			5,333,455		(4,870,000	)			50,146,327
Commitments and contingencies		-								—
Mandatory redeemable Series D Preferred Stock		7,750,000									7,750,000
Stockholders’ equity (deficit):
Preferred stock (Canadian subsidiary)		2									2
Shares of Common Stock to be issued for accrued
interest on subordinated debt and for RevCast acaquisition		544,840									544,840
Common stock
shares issued and outstanding, respectively		305									305
Additional paid-in-capital		92,292,362									92,292,362
Accumulated other comprehensive loss		(24,728	)								(24,728	)
Accumulated deficit		(97,966,309	)				(600,000	)	(C)(F)		(98,566,309	)
Total stockholders’ equity (deficit)		(5,153,528	)		-		(600,000	)			(5,753,528	)
Total liabilities and stockholders’ equity (deficit)	$	62,946,254		$	5,333,455	$	(5,470,000	)		$	52,142,799

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)

(A) Reflects the historical financial position of the Company at September 30, 2006.

(B) To remove the historical financial position of Gupta at September 30, 2006. Gupta’s assets and liabilities were accounted for as ‘Assets held for sale’ and ‘liabilities of discontinued operations,’ respectively, on the Company’s Consolidated Balance Sheet as of September 30, 2006.

(C) Total cash proceeds of $6.1 million from the sale were allocated as follows:

Senior debt principal payment	4,600,000
Senior debt principal payment to be applied to current portion	270,000
Prepayment against future senior debt interest and legal fees	130,000
Payment against previous senior debt amendment fee	100,000
Cash retained	500,000
Deposit previously received and retained	500,000
Total cash proceeds	6,100,000

(D) Working Capital Adjustment is the amount by which the Gupta Net Working Capital exceeds the NavRisk Net Working Capital. It is calculated based on the financial positions of Gupta and the NavRisk Business as of September 30, 2006. The actual Working Capital Adjustment will be calculated in accordance with the Purchase Agreement as of the Closing Date of the transactions, November 20, 2006, and, therefore, may vary substantially from the amount shown. As of the date of this report, the actual Working Capital Adjustment has not been determined. As of September 30, 2006, Gupta Net Working Capital exceeded NavRisk Net Working Capital by approximately $1.1 million. Under the Purchase Agreement, the actual Working Capital Adjustment is to be paid in cash within 30 days from the Closing.

(E) The value of the NavRisk Business and ViaMode product is recorded to be approximately $4.9 million, and is determined to be significant. However, no historical financial statements are required pursuant to 3-05(b) of Regulation S-X. At this time, the work needed to provide the basis for estimating the fair value of these business and product, as well as the fair values of their intangible assets, has not been performed. As a result, the estimated value of $4.9 million was recorded as an investment.

(F) In connection with the Gupta sale, the Company amended certain terms of its Credit Agreement with its senior debt lender. The Company incurred $500,000 in amendment and related fees.

Halo Technology Holdings, Inc.

Pro Forma Consolidated Condensed Statements of Operations
Three Months ended September 30, 2006
(Unaudited)

				Pro Forma				Halo
	Halo (1)			Adjustments				Pro Forma
Revenue
Licenses	$	637,485						$	637,485
Services		5,849,661							5,849,661
Total revenues		6,487,146			—				6,487,146
Cost of revenue
Cost of licenses		211,961							211,961
Cost of services		1,504,008							1,504,008
Total cost of revenues		1,715,969			—				1,715,969
Gross Profit		4,771,177			—				4,771,177
Product development		1,215,284							1,215,284
Sales, marketing and business development		1,020,871							1,020,871
General and administrative		3,654,431							3,654,431
Loss before interest and fair value gain on warrants		(1,119,409	)		—				(1,119,409	)
Fair value gain on warrants		2,668,341							2,668,341
Interest expense, net		(4,772,791	)		126,548	(2	)		(4,646,243	)
(Loss) income from continuing operations before income taxes		(3,223,859	)		126,548				(3,097,311	)
Income taxes		9,058				(6	)		9,058
(Loss) income from continuing operations		(3,232,917	)		126,548				(3,106,369	)
Computation of (loss) income applicable to common shareholders
Net (loss) income from continuing operations before preferred dividends	$	(3,232,917	)	$	126,548			$	(3,106,369	)
Preferred dividends		(254,674	)						(254,674	)
(Loss) income from continuing operations
attributable to common stockholders	$	(3,487,591	)	$	126,548			$	(3,361,043	)
Basic and diluted net loss per share	$	(0.12	)					$	(0.11	)
Weighted-average number of common shares outstanding		29,403,325							29,403,325

See accompanying notes to unaudited pro forma consolidated condensed financial statement

Halo Technology Holdings, Inc.

Pro Forma Consolidated Condensed Statements of Operations
Year ended June 30, 2006
(Unaudited)

				Sale of			Pro Forma				Halo
	Halo (3)			Gupta (4)			Adjustments				Pro Forma
Revenue
Licenses	$	5,823,440		$	4,150,834						$	1,672,606
Services		19,385,555			7,307,136							12,078,419
Total revenues		25,208,995			11,457,970			—				13,751,025
Cost of revenue
Cost of licenses		1,301,761			617,901							683,860
Cost of services		4,062,777			866,028							3,196,749
Total cost of revenues		5,364,538			1,483,929			—				3,880,609
Gross Profit		19,844,457			9,974,041			—				9,870,416
Product development		6,145,413			3,152,945							2,992,468
Sales, marketing and business development		7,507,661			4,876,662							2,630,999
General and administrative		15,127,506			3,880,803							11,246,703
Late filing penalty		(1,033,500	)		—							(1,033,500	)
Goodwill impairment		5,200,000			5,200,000							—
Loss before interest and fair value gain on warrants		(13,102,623	)		(7,136,369	)		—				(5,966,254	)
Fair value gain on warrants		41,962,169										41,962,169
Interest expense, net		(9,302,539	)		(47,072	)		545,137	(5	)		(8,710,330	)
Income (loss) from operations before income taxes		19,557,007			(7,183,441	)		545,137				27,285,585
Income taxes		181,655			170,469				(6	)		11,186
Net Income (loss)		19,375,352			(7,353,910	)		545,137				27,274,399
Computation of income (loss) applicable
to common shareholders
Net income (loss) before preferred dividends	$	19,375,352		$	(7,353,910	)	$	545,137			$	27,274,399
Preferred dividends		(1,521,477	)									(1,521,477	)
Net income (loss) attributable to common stockholders	$	17,853,875		$	(7,353,910	)	$	545,137			$	25,752,922
Net income per share attributable to common stock:
Net income per share — basic	$	3.21									$	4.63
Net income per share — diluted	$	1.31									$	1.84
Weighted-average number common shares — basic		5,566,364										5,566,364
Weighted-average number common shares — diluted		14,887,182										14,887,182

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(1) Reflects the Company’s historical statement of operations as reported on 10-QSB for the period ended September 30, 2006. As Gupta’s operations were already separated into ‘discontinued operations,’ only the results from continuing operations are included in this statement.

(2) To record the reduced interest expense of $126,548 for the period ended September 30, 2006. The decrease in the interest expense results from the principal payment of the senior debt described in the note (C) of NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET.

(3) Reflects the Company’s historical statement of operations as reported on 10-KSB/A for the year ended June 30, 2006.

(4) To remove Gupta’s historical statement of operations for the year ended June 30, 2006.

(5) To record the reduced interest expense of $545,137 for the year ended June 30, 2006. The decrease in the interest expense results from the principal payment of the senior debt described in the note (C) of NOTES TO THE PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET.

(6) The Company did not record an income tax benefit because the Company provided a full valuation allowance against the deferred tax asset.