[l],
      2007

    


    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    


    SunTrust
      Robinson Humphrey, Inc.


      Individually,
        and as representative of the several underwriters


    3333
      Peachtree Road, NE

    Atlanta,
      GA 30326

    


    Re: Initial
      Public Offering

    


    Ladies
      and Gentlemen:

    



      The
        undersigned stockholder of Secure America Acquisition Corporation (“Company”),
        in
        consideration of SunTrust Robinson Humphrey, Inc., individually, and as
        representative of the underwriters (the “Underwriter”)
        agreeing to underwrite an initial public offering (“IPO”)
        of the
        Company’s units (“Units”),
        each
        comprised of one share of the Company’s common stock, par value $.0001 per share
        (“Common
        Stock”),
        and
        one warrant exercisable for one share of Common Stock (“Warrant”),
        and
        embarking on the IPO process, hereby agrees as follows (certain capitalized
        terms used herein are defined in paragraph 19 hereof):


    


    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will (i) vote all Insider Shares beneficially owned by such person
      in accordance with the majority of the votes cast by the holders of the IPO
      Shares and (ii) vote any shares of Common Stock acquired following or in the
      IPO
      in favor of the Business Combination.

    


    2. In
      the
      event that the Company fails to consummate a Business Combination within 24
      months after the consummation of the IPO (the “Effective
      Date”),
      the
      undersigned will (i) cause the Trust Account to be liquidated and distributed
      to
      the holders of IPO Shares and (ii) take all reasonable actions within its power
      to cause the Company to liquidate as soon as reasonably practicable. The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Account and any remaining net assets
      of the Company as a result of such liquidation with respect to the Insider
      Shares beneficially owned by it (“Claim”)
      and
      hereby waives any Claim the undersigned may have in the future as a result
      of,
      or arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Account for any reason whatsoever. The
      undersigned hereby agrees that the Company shall be entitled to reimbursement
      from the undersigned for any distribution of the Trust Account, or any other
      amounts distributed by the Company in connection with a liquidating
      distribution, received by the undersigned in respect of the undersigned’s
      Insider Shares. 

     


      3.
In
        order
        to minimize potential conflicts of interest which may arise from multiple
        affiliations, the undersigned agrees to present to the Company for its
        consideration, prior to presentation to any other person or entity, any
        opportunity to acquire an operating business in the homeland security
        industry, but not businesses that design, build or maintain
        mission-critical facilities, until the earlier of the consummation by the
        Company of a Business Combination and the liquidation of the
        Company.

    


      4. The
        undersigned acknowledges and agrees that the Company will not, and the
        undersigned will take all reasonable actions within its power to cause the
        Company not to, consummate any Business Combination that involves a company
        that
        is affiliated with any of the Insiders unless the Company obtains an opinion
        from an independent investment banking firm that is a member of the Financial
        Industry Regulatory Authority, Inc. that the Business Combination is fair
        to the
        Company’s stockholders from a financial perspective.


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    5. Neither
      the undersigned, nor any affiliate of the undersigned (“Affiliate”), shall
      be entitled to receive, and will not accept, any compensation for services
      rendered to the Company prior to, or in connection with, the consummation of
      the
      Business Combination except
      as
      disclosed on the Company’s registration statement on Form S-1 (No.
      333-144028).

    



      6. The
        undersigned agrees that none of the undersigned, nor any Affiliate of the
        undersigned, will be entitled to receive or accept, and the undersigned,
        on
        behalf of the undersigned and the aforementioned parties, hereby waives any
        rights to, a finder’s fee or any other compensation in the event the undersigned
        or any Affiliate of the undersigned originates a Business
        Combination.


    



      7. The
        undersigned will escrow all of the Insider Shares beneficially owned by it
        that
        it acquired prior to the IPO until one year after the consummation by the
        Company of a Business Combination, or earlier if, following a Business
        Combination, the Company consummates a transaction after the consummation
        of the
        initial Business Combination that results in all of the stockholders of the
        combined entity having the right to exchange their shares of Common Stock
        for
        cash, securities or other property, subject to the terms of a stock escrow
        agreement that the Company will enter into with the undersigned and an escrow
        agent acceptable to the Company.


    



      8. The
        undersigned will escrow all of the Warrants beneficially owned by it that
        it
        acquired prior to the IPO until the later of (i) one year after the Effective
        Date and (ii) sixty days after the consummation of the Company’s initial
        Business Combination, subject to the terms of a founder warrant escrow agreement
        that the Company will enter into with the undersigned and an escrow agent
        acceptable to the Company. In no event will the Warrants be released from
        escrow
        prior to the consummation of the Company’s initial Business
        Combination.


    



      9. The
        undersigned’s questionnaire furnished to the Company and the Underwriter, and
        attached hereto as Exhibit
        A,
        is true
        and accurate in all respects. The undersigned represents and warrants to
        the Company and the Underwriter that:


    


    (a) The
      undersigned is not subject to or a respondent in any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

    


    (b) The
      undersigned has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud or (ii) relating to any financial transaction or handling
      of
      funds of another person, or (iii) pertaining to any dealings in any securities
      and such person is not currently a defendant in any such criminal proceeding;
      and

    


    (c) The
      undersigned has never been suspended or expelled from membership in any
      securities or commodities exchange or association or had a securities or
      commodities license or registration denied, suspended or revoked.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    10. The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement.

     

    
    


      11. This
        letter agreement shall be binding on the undersigned and such person’s
        successors and assigns. This letter agreement shall terminate on the earlier
        of
        (i) the date of the Company’s consummation of a Business Combination or (ii) the
        dissolution and liquidation of the Company; provided,
        however,
        that
        any such termination shall not relieve the undersigned from any liability
        resulting from or arising out of any breach of any agreement or covenant
        hereunder occurring prior to the termination of this letter
        agreement.


    



      12. The
        undersigned hereby waives its right to exercise conversion rights with respect
        to any shares of the Company’s Common Stock owned or to be owned by the
        undersigned, directly or indirectly, and agrees that it will not seek conversion
        with respect to such shares in connection with any vote to approve a Business
        Combination.


    



      13. The
        undersigned hereby agrees to not propose, or vote in favor of, any amendment
        to
        the Company’s Certificate of Incorporation to extend the period of time in which
        the Company must consummate a Business Combination prior to its liquidation.
        The
        undersigned hereby agrees not to take any action to alter or amend the
        provisions of its limited liability company operating agreement that restrict
        the transfer of its membership interests until after the Company's initial
        Business Combination. This paragraph may not be modified or amended under
        any circumstances.


    



      14. The
        undersigned shall not (x) sell, offer to sell, contract or agree to sell,
        hypothecate, pledge, grant any option to purchase or otherwise dispose of
        or
        agree to dispose of, directly or indirectly, or, except as provided in that
        certain Registration Rights Agreement dated as of the date hereof pertaining
        to
        the Insider Shares of the undersigned, file (or participate in the filing
        of) a
        registration statement with the Securities Exchange Commission (“SEC”)
        in
        respect of, or establish or increase a put equivalent position or liquidate
        or
        decrease a call equivalent position within the meaning of Section 16 of the
        Securities Exchange Act of 1934, as amended, and the rules and regulations
        of
        the SEC promulgated thereunder with respect to, any Insider Shares or Warrants,
        (y) enter into any swap or other arrangement that transfers to another, in
        whole
        or in part, any of the economic consequences of ownership of Insider Shares
        or
        Warrants, whether any such transaction is to be settled by delivery of shares
        of
        Common Stock, in cash or otherwise, or (z) publicly announce an intention
        to
        effect any transaction specified in clause (x) or (y) until:
        


    



      (a) for
        Insider Shares, the first anniversary of an initial Business Combination,
        or
        earlier if, following a Business Combination, the Company consummates a
        transaction that results in all of its stockholders having the right to exchange
        their shares of Common Stock for cash, securities or other property (the
        “Insider
        Shares Lock-Up Period”).
        Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
        Insider Shares during the applicable Insider Shares Lock-Up Period (i) to
        persons or entities controlling, controlled by, or under common control with
        such person or entity, or to any stockholder, member, partner or limited
        partner
        of such person or entity, or (ii) to family members and trusts of permitted
        assignees for estate planning purposes or, upon the death of an escrow
        depositor, to an estate or beneficiaries of permitted assignees; in each
        case,
        such transferees will be subject to the same transfer restrictions until
        after
        the Company completes its initial Business Combination; or


     

    
      
        
        

      

      
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    (b) for
      Warrants, the later of (i) one year after the Effective Date and (ii) sixty
      days
      after the consummation of the Company’s initial Business Combination, but in no
      event will the Warrants be released from escrow prior to the Company’s initial
      Business Combination (the “Warrant
      Lock-Up Period”).
      Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
      Warrants during the applicable Warrant Lock-Up Period (i) to persons or entities
      controlling, controlled by, or under common control with the undersigned, or
      to
      any stockholder, member, partner or limited partner of such entity, or (ii)
      to
      family members and trusts of permitted assignees for estate planning purposes
      or, upon the death of any such person, to an estate or beneficiaries of
      permitted assignees; in each case, such transferees will be subject to the
      same
      transfer restrictions as the undersigned until after the Company completes
      its
      initial Business Combination;

    



      provided, however,
        that
        the permissive transfers pursuant to clauses (a) and (b) may be implemented
        only
        upon the respective transferee’s written agreement to be bound by the terms and
        conditions of this letter agreement. During the applicable Lock-Up Period,
        the
        undersigned shall not grant a security interest in the undersigned’s Insider
        Shares or Warrants, whichever may be applicable. 


    



      15. The
        undersigned authorizes any employer, financial institution, or consumer credit
        reporting agency to release to the Underwriter and its legal representatives
        or
        agents (including any investigative search firm retained by the Underwriter)
        any
        information they may have about the undersigned’s background and finances
        (“Information”)
        and
        hereby ratifies any such action that shall have been taken prior to the date
        of
        this letter agreement.  Neither the Underwriter nor its agents shall be
        violating, or shall have violated, the undersigned’s right of privacy in any
        manner in requesting and obtaining the Information and the undersigned hereby
        releases them from liability for any damage whatsoever in that
        connection.


    



      16. The
        undersigned acknowledges and understands that the Underwriter and the Company
        will rely upon the agreements, representations and warranties set forth herein
        in proceeding with the IPO. Nothing contained herein shall be deemed to render
        the Underwriter a representative of, or a fiduciary with respect to, the
        Company, its stockholders, or any creditor or vendor of the Company with
        respect
        to the subject matter hereof. 


    



      17. This
        letter agreement shall be governed by, and interpreted and construed in
        accordance with, the laws of the State of New York applicable to contracts
        formed and to be performed entirely within the State of New York, without
        regard
        to the conflicts of law provisions thereof to the extent such principles
        and
        rules would require or permit the application of the laws of another
        jurisdiction. The undersigned hereby agrees that any action, proceeding or
        claim against the undersigned arising out of or relating in any way to this
        letter agreement shall be brought and enforced in the courts of the State
        of New
        York or the United States District Court for the Southern District of New
        York,
        and irrevocably submits to such jurisdiction, which jurisdiction shall be
        exclusive. The undersigned hereby waives any objection to such exclusive
        jurisdiction and that such courts represent an inconvenient
        forum.


    



      18. No
        term
        or provision of this letter agreement may be amended, changed, waived, altered
        or modified except by written instrument executed and delivered by the party
        against whom such amendment, change, waiver, alteration or modification is
        to be
        enforced.


    



      19. As
        used
        herein, (i) a “Business
        Combination”
shall
        mean the initial acquisition, or acquisition of control of, one or more
        operating businesses in the homeland security industry through a merger,
        capital
        stock exchange, asset or stock acquisition, reorganization or otherwise;
        (ii)
“Insiders”
shall
        mean all officers, directors and stockholders of the Company immediately
        prior
        to the IPO; (iii) “Insider
        Shares”
shall
        mean all of the shares of Common Stock of the Company acquired by an Insider
        prior to the IPO; (iv) “IPO
        Shares”
shall
        mean the shares of Common Stock issued in the Company’s IPO; and (v)
“Trust
        Account”
shall
        mean the trust account into which a portion of the net proceeds of the Company’s
        IPO will be deposited.


    


    


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            	 	 	 	Name:
                    SECURE AMERICA ACQUISITION HOLDINGS,
                    LLC 
	 	 	 	 
	 	 	 	By: 
	 	 	 	
                    
                      

                    
Name:
	 	 	 	Title: 
	 	 	 	 
	Accepted and agreed: 	 	 	 
	 	 	 	 
	SUNTRUST ROBINSON HUMPHREY,
                    INC.
Individually and as representative of the several
                    underwriters 	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	 
	
                    
                      

                    
Name:	 	 	
                     

                     

                  
	Title:	 	 	 


             

             

            
              	 	 	 	 
	 	 	 	 
	 	 	 	 
	Accepted and agreement: 	 	 	 
	 	 	 	 
	SECURE AMERICA ACQUISITION
                      CORPORATION	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	 
	
                      
                        

                      
Name:  C. Thomas McMillen	 	 	
                       

                    
	Title:  Co-Chief Executive Officer and
                      Chairman	 	 	 


            

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            EXHIBIT
              A

          

        

      

    

    


    [questionnaire]