[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, officer and director 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 his 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 him (“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. In the event
      of the liquidation of the Trust Account, the undersigned agrees, jointly and
      severally with Harvey L. Weiss, to indemnify and hold harmless the Company
      against any and all loss, liability, claims, damage and expense whatsoever
      (including, but not limited to, any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      whether pending or threatened, or any claim whatsoever) to which the Company
      may
      become subject as a result of any claim by any vendor, service provider,
      financing provider or other person who is owed money by the Company for services
      rendered or products sold or contracted for, or by any prospective target
      business, but only to the extent necessary to ensure that such loss, liability,
      claim, damage or expense does not reduce the amount of funds in the Trust
      Account and only if such vendor, service provider, financing provider or other
      person who is owed money by the Company for services rendered or products sold
      or contracted for, or prospective target business does not execute a valid
      and enforceable agreement waiving any such claims against the Trust Account.
      

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


        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 or
          until
          such time as the undersigned ceases to be an officer or director of the
          Company,
          subject to any pre-existing fiduciary and contractual obligations the
          undersigned might have.

         


    


      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.


    



      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 in the Company’s registration statement on Form S-1 (No.
        333-144028).


    


    6. The
      undersigned agrees that none of the undersigned, any member of the immediate
      family of the undersigned or 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, any member of the immediate family
      of
      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 him
        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 agrees to be Co-Chief Executive Officer and a member of the Board
      of
      Directors of the Company until the earlier of the consummation by the Company
      of
      a Business Combination or the liquidation of the Company.  The
      undersigned’s biographical information furnished to the Company and the
      Underwriter and attached hereto as Exhibit
      A
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K promulgated
      under the Securities Act of 1933, as amended.  The undersigned’s
      questionnaire furnished to the Company and the Underwriter, and attached hereto
      as Exhibit B, is true and accurate in all
      respects.  The undersigned further represents and warrants to the Company
      and the Underwriter that:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (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.

    


    9. The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement and to serve
      as
      Co-Chief Executive Officer and a member of the Board of Directors of the
      Company.

    



      10. This
        letter agreement shall be binding on the undersigned and such person’s
        successors, heirs, personal representatives 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.


    



      11. The
        undersigned hereby waives his 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 he will not seek conversion
        with respect to such shares in connection with any vote to approve a Business
        Combination.


    



      12. 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.
        This paragraph may not be modified or amended under any
        circumstances.


    



      13. 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, (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, 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 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 “Lock-Up
        Period”).
        Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
        Insider Shares during the applicable 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, provided,
        however,
        that
        the permissive transfers pursuant to clauses (i) and (ii) 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. 


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


      14. In
        the
        event that the Company does not consummate a Business Combination and must
        liquidate and its remaining net assets are insufficient to complete such
        liquidation, the undersigned agrees to advance such funds necessary to complete
        such liquidation and agrees not to seek repayment for such
        expenses.


    



      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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      remainder of this page intentionally left blank]

    


    
      
        
        

      

      
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      	 	 	 	Name:
              C. THOMAS MCMILLEN 
	 	 	 	 
	 	 	 	
              
                

              

              Signature

            
	 	 	 	 
	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	 	 	 


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    


       

      EXHIBIT
        A

       

       


    
      

          [biography]


      

       

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

        EXHIBIT
          B


       

    


      [questionnaire]