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) February 9, 2007

DEVCON INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

000-07152	59-0671992
(Commission File Number)	(IRS Employer Identification No.)

595 SOUTH FEDERAL HIGHWAY, SUITE 500

BOCA RATON, FLORIDA 33432

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code (561) 208-7200

N/A

(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

On February 9, 2007, George M. Hare, the Chief Financial Officer of Devcon International Corp. (the “Company”), resigned from all positions held by him with the Company and its subsidiaries, including as Chief Financial Officer of the Company. On February 14, 2007, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Hare outlining the terms of his separation from the Company as well as a consulting arrangement pursuant to which Mr. Hare would be available to the Company in a consulting capacity. Pursuant to the terms of the Separation Agreement, the Employment Letter issued as of November 28, 2005 to Mr. Hare by the Company terminated, effective as of February 9, 2007, and Mr. Hare resigned all of his positions as an officer of the Company and as an officer and director, as applicable, of each of the Company’s affiliates. Under the terms of the Separation Agreement, Mr. Hare will be paid salary earned and reasonable expenses reimbursable under the Employment Letter incurred through February 14, 2007, which amounts the Company estimates equal $8,332.90 and an aggregate amount equal to $100,000 payable in installments the timing of which shall be monthly over a six month period. In addition, the Company agreed to assume Mr. Hare’s obligations under that certain apartment lease, dated January 16, 2006, as extended, the lease payments under which are anticipated to equal no more than $2,000 per month with a remaining term of ten months.

The Separation Agreement includes a release by each of the Company and Mr. Hare of claims that either party may have against the other in respect of Mr. Hare’s employment or the termination of such employment, as well as covenants relating to non-competition or non-solicitation of employees by Mr. Hare, protection of the Company’s proprietary and confidential information, non-disparagement by Mr. Hare and other matters.

The Company expects to take a charge of $111,332.90 in connection with the Separation Agreement in the first quarter of 2007. The above description of the Separation Agreement is qualified in its entirety by the terms of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Item 1.02 Termination of a Material Definitive Agreement

On February 9, 2007, George M. Hare, the Chief Financial Officer of Devcon International Corp. (the “Company”), resigned from all positions held by him with the Company and its subsidiaries, including as Chief Financial Officer of the Company. On February 14, 2007, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Hare outlining the terms of his separation from the Company as well as a consulting arrangement pursuant to which Mr. Hare would be available to the Company in a consulting capacity. Pursuant to the terms of the Separation Agreement, the Employment Letter issued as of November 28, 2005 to Mr. Hare by the Company terminated, effective as of February 9, 2007, and Mr. Hare resigned all of his positions as an officer of the Company and as an officer and director, as applicable, of each of the Company’s affiliates. Under the terms of the Separation Agreement, Mr. Hare will be paid salary earned and reasonable expenses reimbursable under the Employment Letter incurred through February 14, 2007, which amounts the Company estimates equal $8,332.90, and an aggregate amount equal to $100,000 payable in installments the timing of which shall be monthly over a six month period. In addition, the Company agreed to assume Mr. Hare’s obligations under that certain apartment lease, dated January 16, 2006, as extended, the lease payments under which are anticipated to equal no more than $2,000 per month with a remaining term of ten months.

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The Separation Agreement includes a release by each of the Company and Mr. Hare of claims that either party may have against the other in respect of Mr. Hare’s employment or the termination of such employment, as well as covenants relating to non-competition or non-solicitation of employees by Mr. Hare, protection of the Company’s proprietary and confidential information, non-disparagement by Mr. Hare and other matters.

The Company expects to take a charge of $111,332.90 in connection with the Separation Agreement in the first quarter of 2007. The above description of the Separation Agreement is qualified in its entirety by the terms of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Items 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On February 9, 2007, George M. Hare resigned from all positions held by him with the Company and its subsidiaries, including as Chief Financial Officer of the Company

On February 13, 2007, the Board of Directors of the Company appointed Robert C. Farenhem, a principal of Royal Palm Capital Management, LLLP (“Royal Palm”) to the position of Chief Financial Officer of the Company. The Company entered into a Management Services Agreement with Royal Palm on August 12, 2005 pursuant to the terms of which Royal Palm would provide management services to the Company. Royal Palm Capital Management, LLLP is an affiliate of Coconut Palm Capital Investors I Ltd. (“Coconut Palm”) with whom the Company completed a transaction on June 30, 2004, whereby Coconut Palm invested $18 million in the Company for the purpose of the Company’s entrance into the electronic security services industry. Richard Rochon and Mario Ferrari, two of the Company’s directors, are principals of Coconut Palm and Royal Palm.

Mr. Farenhem has been a Principal and the Chief Financial Officer of Royal Palm Capital Partners, an affiliate of Royal Palm (“Royal Palm Capital”), since April 2003 and has been a director and officer of Coconut Palm Acquisition Corp., a blank check company, since April 29, 2005. Between April 18, 2005 and December 20, 2005, Mr. Farenhem was the Company’s Interim Chief Financial Officer. Prior to joining Royal Palm Capital, from February 2002 through April 2003, Mr. Farenhem was Executive Vice President of Strategic Planning and Corporate Development for Bancshares of Florida and Chief Financial Officer for Bank of Florida. Previously, from October 1998 through February 2002, Mr. Farenhem was an Investment Banker with Bank of America Securities.

Item 7 .01 Regulation FD Disclosure

The Company is attaching a copy of a press release, dated February 15, 2007, announcing Mr. Hare’s resignation and Mr. Farenhem’s appointment as the Company’s Chief Financial Officer as Exhibit 99.1 and such press release is incorporated herein by this reference.

Item 9.01 Exhibits

10.1	Separation Agreement, dated as of February 14, 2007.
99.1	Press Release dated February 15, 2007.

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Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

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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.

	DEVCON INTERNATIONAL CORP.
Dated: February 15, 2007	By:	/s/ Richard Rochon
	Name:	Richard Rochon
	Title:	Acting Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Separation Agreement, dated as of February 14, 2007
99.1	Press Release dated February 15, 2007

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EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT (the “Agreement”) is entered into on this 14th day of February, 2007 by and between Devcon International Corp, a Florida corporation (the “Company”), and George M. Hare (the “Executive”).

Recitals

WHEREAS, the Executive has been employed by the Company or an Affiliate (as defined below) thereof pursuant to the terms of an Employment Letter, dated November 28, 2005, by and between the Company and the Executive (the “Employment Letter”); and

WHEREAS, the Company and the Executive have mutually agreed that the Employment Letter, and the Executive’s employment with the Company and its Affiliates (as defined below), shall terminate, effective as of February 9, 2007 (the “Termination Date”); and

WHEREAS, the Company and the Executive now wish to set forth in this Agreement all of their respective rights and obligations resulting from such termination of employment and the termination of the Employment Letter.

NOW, THEREFORE, in consideration of the mutual promises and covenants between the parties, the sufficiency of which is hereby acknowledged, the Company and Executive hereby agree to the following Terms and Conditions:

Terms and Conditions

1. Recitals. All of the foregoing Recitals are true and correct and are incorporated as part of these Terms and Conditions.

2. Termination of Employment Letter. The Company and the Executive each acknowledge and agree that the Executive’s employment with the Company and its Affiliates shall terminate as of the Termination Date, and that the Employment Letter shall terminate and be of no further force and effect as of the Termination Date. For purposes of this Agreement, the term “Affiliate” includes all of the Company’s direct and indirect subsidiaries and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company.

3. Payments Under Employment Letter. Subject to any applicable employment and withholding taxes, Executive shall be entitled to the following:

(a) salary earned and reasonable expenses reimbursable under the Employment Letter incurred through the Termination Date;

(b) a payment equal to $100,000 in the aggregate, which shall be payable in equal installments over a six month period commencing on February 14, 2007 consistent with the Company’s current sub-contractor procedures, provided that, at such time as this Agreement terminates in accordance with the terms hereof, all remaining sums owed to the Executive shall be paid by the Company; and

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(c) assumption by the Company of that certain lease, dated January 16, 2006, as extended, by and between Executive and The Residences at Bayview, the lease payments and term under which Executive represents and warrants do not exceed $2,000 per month and ten months, respectively.

4. Benefits and Other Agreements. In consideration for the termination of the Employment Letter and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree that the Company shall provide the Executive with the following benefits (together with the payments set forth in Section 3 hereof, the “Benefits”), in each case reduced by any applicable employment and withholding taxes:

(a) Continuation of Health Benefits and other Benefits. Until the expiration (or other termination) of the term of this Agreement, to the extent permitted under the Company’s welfare benefit plans, the Company shall make available to the Executive the benefits generally provided by the Company to its employees, as the same may be modified from time to time. Upon the expiration of such term, the Executive shall be entitled, at Executive’s cost and expense, to continued coverage for himself and his family under the Company’s medical and dental insurance plan immediately following the Termination Date (the “COBRA Period”), if and to the extent that the Executive elects such continued coverage pursuant to COBRA. The Company’s obligation to provide such coverage shall terminate upon the Executive’s commencement of new employment and enrollment in his new employer’s plan.

(b) Certain Violations. The Executive’s violation of any of the provisions of the Employment Letter through the Termination Date or of Sections 5, 7, 9, 10, 11, 12 or 13 hereof shall, in addition to any other remedy, result in a cessation of all Benefits and other rights of the Executive hereunder. The Company may offset any amounts payable by the Company pursuant to Section 4 against any amounts payable by the Executive to the Company. The Company will provide the Executive with written notice of the reason for any offset and Executive will have 45 days from receipt of this written notice to remedy said violation before any such suspension or offset of payments shall occur.

5. Assistance to Company. In consideration for the Company’s entering into this Agreement, Executive agrees that from time to time, at reasonable times and upon reasonable advance notice from the Company, he will respond within a reasonable time to answer questions or other inquiries from the Company and advise the Company as reasonably requested by the Company. In addition, subject to the oversight and review by the Company’s Board of Directors and its Chief Executive Officer, the Executive agrees to (i) assist the Company in obtaining financing relating to business operations and acquisitions and assist with any subsequent negotiations with lenders; (ii) assist the Company in developing tax planning strategies; (iii) assist the Company with filings required under and compliance with applicable federal securities laws; (iv) assist the Company with preparation of its internal and public financial statements, budgets and other financial planning processes; and (v) provide and assist in such other services as may be reasonably requested by the Company. Executive shall not receive any additional compensation for such services. The Executive shall not be obligated to devote in excess of 100 hours to the services described hereunder, which hours shall be allocated to the period beginning on the Termination Date and ending at such time as the Company files a definitive proxy statement in connection with the Company’s

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next annual meeting with the Securities and Exchange Commission (the “Definitive Proxy Statement Filing”). Notwithstanding anything stated herein to the contrary, to the extent the Company desires and the Executive provides the services described hereunder for time periods in excess of those described in this Section 5, the Company shall pay the Executive an additional fee at a rate of $200 per hour. The Executive shall be reimbursed for all reasonable out-of-pocket costs, fees or expenses incurred, or expenditures made in connection with the performance by the Executive of its duties hereunder. The parties specifically intend that Executive is to perform any such services as an independent contractor to the Company. Neither Executive nor any agent or employee of Executive shall be deemed to be the agent, employee, partner or joint venture of the Company. Nothing in this Agreement, or otherwise, creates or shall be construed to create the relationship of master and servant or employer and employee between the Company and Executive after the Termination Date. Executive acknowledges that from and after that date he will have absolutely no authority to represent, contract on behalf of, or obligate the Company. Executive is not required to provide any such services or assistance after the final payment under this Agreement.

6. No Further Compensation. The Executive acknowledges and agrees that other than the compensation described in Section 3 above and the Benefits described in Section 4 above, no further compensation or benefits or other monies are owed to the Executive by the Company arising out of the Employment Letter, this Agreement or otherwise on account of his employment or termination of employment with the Company and its Affiliates.

7. Restrictions.

(a) Nondisclosure. The Executive shall not at any time divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Executive with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of the Company that was received by the Executive in confidence and as a fiduciary, and Executive shall remain a fiduciary to the Company with respect to all of such information. For purposes of this Agreement, “Confidential Information” means information disclosed to the Executive or known by the Executive as a consequence of or through his employment by the Company or during his service as a consultant to the Company (including information conceived, originated, discovered or developed by the Executive) prior to or after the date hereof, and not generally known, about the Company or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from disclosing Confidential Information to the extent required by law.

(b) Noncompetition. During the Period and for the one year period that immediately follows the Termination Date, the Executive shall not do any of the following, either directly or indirectly, during the period of time consisting of one year from the Termination Date but only to the extent the Company complies with its payment obligations hereunder (the “Applicable Non-Competition Period”), anywhere in the United States. In the event that Executive improperly competes with the Company in violation of this Section 7, the period during which he engages in such competition shall not be counted in determining the Applicable Non-Competition Period:

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(i) For purposes of this Agreement, “Competitive Activity” shall mean any activity relating to, in respect of or in connection with, directly or indirectly, the electronic security services business.

(ii) The Executive shall not, directly or indirectly, own any interest in, manage, operate, control, consult for, be an officer or director of, work for, or be employed in any capacity by, any sole proprietorship, corporation, company, partnership, association, venture or business any company or any other business, entity, agency or organization (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in Competitive Activity; provided that such provision shall not apply to the Advisor’s ownership of securities of the Company or the acquisition by the Advisor, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Advisor does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.

(c) Nonsolicitation of Employees and Clients. During the Period and for the one year period that immediately follows the Termination Date, the Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, (i) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months, (ii) solicit any of the actual or targeted prospective clients of the Company on behalf of any person or entity in connection with any business competitive with the business of the Company and/or (iii) make known the names and addresses of such clients or any information relating in any manner to the Company’s trade or business relationships with such clients (other than in connection with the performance of the Executive’s duties under this Agreement. Nothing in this paragraph shall prohibit Executive from purely social, non-competitive business discussions and interaction with persons already known to Executive as of the date of this Agreement.

(d) Ownership of Developments. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the “Work Product”) shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

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(e) Definition of Company. For purposes of this Section 7, the term “Company” also shall include the Company’s Affiliates.

(f) Acknowledgment by Executive. The Executive acknowledges and confirms that (i) the restrictive covenants contained in this Section 7 are reasonably necessary to protect the legitimate business interests of the Company, and (ii) the restrictions contained in this Section 7 (including without limitation the length of the term of the provisions of this Section 7) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Section 7 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 7. The Executive further acknowledges that the restrictions contained in this Section 7 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns.

(g) Reformation by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Section 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Section 7 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

(h) Extension of Time. If the Executive shall be in violation of any provision of this Section 7, then each time limitation set forth in this Section 7 shall be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants set forth in this Section 7 shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Executive.

(i) Injunctive Relief. The covenants of the Executive set forth in this Section 7 are separate and independent covenants, for which valuable consideration has been paid, the receipt, adequacy and sufficiency of which are hereby acknowledged by the Executive, and which have been made by the Executive to induce the Company to enter into this Agreement. Each of the aforesaid covenants may be availed of, or relied upon, by the Company or any of its Affiliates in a court of competent jurisdiction for the basis of injunctive relief.

8. Resignations. Upon execution of this Agreement, the Executive hereby resigns all of his positions as an officer of the Company and as an officer and director, as applicable, of each of its Affiliates, effective on the Termination Date.

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9. Return of Books, Records, Accounts, Credit Cards and Equipment. The Executive hereby acknowledges and agrees that all books, records, accounts, credit cards and equipment relating in any manner to the business of the Company and/or its Affiliates, whether prepared by the Executive or otherwise coming into the Executive’s possession, including the computer and computer support equipment that Executive is currently using are the exclusive property of the Company and shall be returned to the Company upon the Termination Date.

10. No Charges Filed. Executive represents and warrants that he has not filed any claims or causes of action against the Company or any of its Affiliates, including but not limited to any charges of discrimination against the Company or its Affiliates, with any federal, state or local agency or court.

11. No Administrative Proceeding to be Filed. The Executive agrees not to institute an administrative proceeding or lawsuit against the Company or any of its Affiliates, and represents and warrants that, to the best of his knowledge, no other person or entity has initiated or is authorized to initiate such administrative proceedings or lawsuit on his behalf. Furthermore, the Executive agrees not to encourage any other person or suggest to any other person that he or she institute any legal action or claim against the Company or any of its Affiliates or any past or present shareholders, directors, officers or agents.

12. Non-Disparagement of Company or any of its Affiliates. The Executive agrees not to make any disparaging or negative comment to any other person or entity regarding (a) the Company or any of its Affiliates, (b) any of the owners, directors, officers, shareholders, members, employees, attorneys or agents of the Company or any of its Affiliates, (c) the working conditions at the Company or any of its Affiliates, or (d) the circumstances surrounding the Executive’s separation from the Company or any of its Affiliates.

13. Duty of Cooperation. The Executive agrees to cooperate with the Company and its attorneys in connection with any threatened or pending litigation against the Company or any of its Affiliates. The Executive agrees to make himself available upon reasonable notice to prepare for and appear at deposition or at trial in connection with any such matters. The Company shall reimburse the Executive for his reasonable out-of-pocket expenses for such activities. The Executive agrees to cooperate fully in effecting an orderly transition with regard to the termination of the Executive’s employment and the transition of his duties to other employees of the Company and its Affiliates.

14. Mutual General Releases.

(a) Release by Executive. The Executive, his personal representatives, heirs and assigns, first party, hereby releases, discharges and covenants not to sue the Company, its past and present shareholders, directors, officers, employees, partners and agents, subsidiary and affiliated entities and successors and assigns, second party, from and for any and all claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges and causes of action, both known or unknown, in law or in equity, of any kind whatsoever, which first party ever had, now has, or may have against second party, for, upon or by reason of any matter, cause or thing whatsoever, up to and including the date of this Agreement, including but not limited to any and all claims and causes of action arising out of or in connection with Executive’s

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employment with Company, any and all claims and causes of action under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Retirement Income Security Act (“ERISA”) and any other federal, state or local anti-discrimination law, statute or ordinance, and any lawsuit founded in tort, contract (oral, written or implied) or any other common law or equitable basis of action, but excluding any obligations of the Company under this Agreement or under that certain indemnification agreement by and between the Company and the Executive dated June 14, 2002 (the “Indemnification Agreement”).

(b) Release by Company. The Company, its past and present shareholders, directors, officers, employees, partners and agents, subsidiary and affiliated entities, and successors and assigns, first party, hereby releases, discharges, and covenants not to sue the Executive, his personal representatives, heirs and assigns, second party, from and for any and all claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges or causes of action, both known or unknown, in law or in equity, of any kind whatsoever, which first party ever had, now has, or may have against second party, for, upon or by reason of any matter, cause or thing whatsoever, up to and including the date of this Agreement, including any lawsuit founded in tort, contract (oral, written or implied) or any other common law on equitable basis of action, but excluding any obligations of the Executive under this Agreement and any actions of Executive for which he is not indemnified under the Indemnification Agreement. The release of Executive contained herein does not apply to any fraudulent or unlawful activities of Executive.

15. Attorneys’ Fees. In the event that a legal action is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its costs, including all attorneys fees.

16. Beneficiaries. Any payment to which Executive is entitled to under this Agreement shall, in the event of his death, be made to his surviving spouse or such other persons as Executive shall designate in writing to the Company from time to time. If no such beneficiaries survive Executive, such payments shall be made to Executive’s estate.

17. Severability. If any provision of this Agreement is invalidated by a court of competent jurisdiction, then all of the remaining provisions of this Agreement shall remain in full force and effect, provided that both parties may still effectively realize the complete benefit of the promises and considerations conferred hereby.

18. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes in its entirety any and all agreements or communications, whether written or oral, previously made in connection with the matter herein. Any agreement to amend or modify the terms and conditions of this Agreement must be in writing and executed by the parties hereto.

19. Construction. The parties acknowledge that each party has reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

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20. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of law. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Broward County, Florida, in accordance with the Rules of the American Arbitration Association then in effect (except to the extent that the procedures outlined below differ from such rules). Within 30 days after written notice by either party has been given that a dispute exists and that arbitration is required, each party must select an arbitrator and those two arbitrators shall promptly, but in no event later than 30 days after their selection, select a third arbitrator. The parties agree to act as expeditiously as possible to select arbitrators and conclude the dispute. The selected arbitrators must render their decision in writing. The cost and expenses of the arbitration and of enforcement of any award in any court shall be borne by the non-prevailing party. If advances are required, each party will advance one-half of the estimated fees and expenses of the arbitrators. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. Although arbitration is contemplated to resolve disputes hereunder, either party may proceed to court to obtain an injunction to protect its rights hereunder, the parties agreeing that either could suffer irreparable harm by reason of any breach of this Agreement. Pursuit of an injunction shall not impair arbitration on all remaining issues.

21. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or five (5) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to: 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432, Fax Number: (561) 955-7333. Attention: Richard Rochon, CEO, and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address designated by the party by written notice in accordance with this provision.

22. Waivers. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.

23. Non-Admission of Liability. Neither this Agreement nor anything contained herein shall constitute or is to be construed as an admission by the Company or its Affiliates or the Executive as evidence of any liability, wrongdoing or unlawful conduct.

24. Counterparts. This Agreement may be executed in one 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 and agreement.

25. Sufficient Time to Review. The Executive acknowledges and agrees that he has had sufficient time to review this Agreement and consult with anyone he chooses regarding this Agreement, that he has a right to consult with legal counsel regarding this Agreement and has been represented by counsel in connection with this Agreement, and that he has received all information he requires from the Company in order to make a knowing and voluntary release and waiver of all claims against the Company.

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26. Right of Rescission. The Executive acknowledges and agrees that he has been given at least 21 days to review this Agreement. The Executive further warrants that he may use as much of or all of this 21-day period as he wishes before signing, and warrants that he has done so. The Executive further acknowledges and agrees that he has seven days from the date of the execution of this Agreement by all parties hereto within which to rescind this Agreement by providing notice in writing to the Company as provided herein, and that the Agreement is not effective until such seven days have expired without such notice being provided. The Executive further acknowledges that by this Agreement he is receiving consideration in addition to that to which he is already entitled. The Executive further acknowledges that this Agreement and the release contained herein satisfy all of the requirements for an effective release by the Executive of all age discrimination claims under ADEA.

27. Headings. The headings are for the convenience of the parties, and are not to be construed as terms or conditions of this Agreement.

28. Relevant Approvals. This Agreement is subject to approvals in relevant part of the Company’s Compensation Committee and Audit Committee.

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

COMPANY:
DEVCON INTERNATIONAL CORP., a Florida corporation
By:	/s/ Robert C. Farenhem
Name:	Robert C. Farenhem
Title:	Chief Financial Officer
EXECUTIVE:
By:	/s/ George M. Hare
	George M. Hare

10

EX-99.1

Exhibit 99.1

Devcon International Corp. Announces Resignation of CFO

Boca Raton, FL.—(February 15, 2007)—Devcon International Corp. (NASDAQ: DEVC), a leading regional electronic security services provider, announced today that George Hare has stepped down as Chief Financial Officer. Robert Farenhem will replace Mr. Hare as CFO, a position Mr. Farenhem previously held from April 2005 through December 2005.

Richard Rochon, Acting CEO stated, “Robert Farenhem is an extremely capable financial executive who has served in this capacity before and will help guide Devcon through this transition period.”

Mr. Farenhem has been a Principal and the Chief Financial Officer of Royal Palm Capital Partners (“Royal Palm Capital”), since April 2003 and has been a director and officer of Coconut Palm Acquisition Corp., a blank check company, since April 29, 2005. Between April 18, 2005 and December 20, 2005, Mr. Farenhem was the Company’s Interim Chief Financial Officer. Prior to joining Royal Palm Capital, from February 2002 through April 2003, Mr. Farenhem was Executive Vice President of Strategic Planning and Corporate Development for Bancshares of Florida and Chief Financial Officer for Bank of Florida. Previously, from October 1998 through February 2002, Mr. Farenhem was an Investment Banker with Bank of America Securities.

About Devcon

Devcon has three operating divisions. The Security Division, (http://www.devcon-security.com) which provides electronic security services to commercial and residential customers in selected markets, is the eleventh largest security monitoring and alarm company in the U.S. and the second largest in Florida. The Construction Division dredges harbors, builds marine facilities and prepares residential, commercial and industrial sites, primarily in the Bahamas and the eastern Caribbean. The Materials Division produces and distributes crushed stone, ready-mix concrete and concrete block on St. Maarten in the Netherlands Antilles and on St. Martin in the French West Indies.

Forward-Looking Statements

This press release may contain statements, which are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Devcon’s future results of operations, financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. You should not rely on forward-looking statements because Devcon’s actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations effecting our business, and other risks and uncertainties discussed under the heading “Item 1A – Risk Factors” in Devcon’s Annual Report on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission, and other reports Devcon files from time to time with the Securities and Exchange Commission. Devcon does not intend to and undertakes no duty to update the information contained in this press release.

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For More Information: ¨ Stan Smith ¨ (561) 955-7300 ¨