STOCK
      ESCROW AGREEMENT

    



      STOCK
        ESCROW AGREEMENT, dated as of __________, 2007 (this “Agreement”),
        by
        and among Secure America Acquisition Corporation, a Delaware corporation
        (the
“Company”),
        SECURE AMERICA ACQUISITION HOLDINGS, LLC, a Delaware limited liability company,
        S. KENT ROCKWELL, PHILIP A. MCNEILL, ASA HUTCHINSON, MARK FRANTZ and BRIAN
        C.
        GRIFFIN (collectively,
        the “Initial
        Stockholders”)
        and
        CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a
        New York corporation (the
        “Escrow
        Agent”).


    



      WHEREAS,
        the Company has entered into an Underwriting Agreement, dated [●],
        2007
        (the “Underwriting
        Agreement”),
        with
SunTrust
        Robinson Humphrey, Inc., as representative of the underwriters
        (“SunTrust”),
        pursuant to which, among other matters, the underwriters have agreed to purchase
        units (the “Units”)
        of the
        Company. Each Unit consists of one share of the Company’s common stock, par
        value $.0001 per share (the “Common
        Stock”),
        and
        one warrant, each warrant to purchase one share of Common Stock (the
“Warrant”),
        all
        as more fully described in the Company’s final Prospectus, dated [●],
        2007
        (the “Prospectus”)
        comprising part of the Company’s Registration Statement on Form S-1
        (File No. 333-144028)
        under
        the Securities Act of 1933, as amended (the “Registration
        Statement”),
        declared effective on [●],
        2007
        (the “Effective
        Date”).


    


    WHEREAS,
      the Initial Stockholders have agreed, as a condition of the sale of the Units
      to
      SunTrust, to deposit all of the shares of Common Stock of the Company
      outstanding prior to such sale, as set forth opposite their respective names
      in
Exhibit
      B
      attached
      hereto (collectively, the “Escrow
      Shares”),
      in
      escrow as hereinafter provided.

    


    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

    


    NOW,
      THEREFORE, in consideration of the promises and the mutual covenants,
      representations and warranties contained herein and intending to be legally
      bound hereby, the parties agree as follows:

     

    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2. Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his, her or its respective Escrow Shares,
      to be held and disbursed subject to the terms and conditions of this Agreement.
      Each Initial Stockholder acknowledges that the certificate representing his,
      her
      or its Escrow Shares bears a legend reflecting the deposit of such Escrow
      Shares under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares until one year after the consummation
      of the Company’s initial business combination (as described in the Registration
      Statement) (the “Escrow
      Period”),
      on
      which date it shall, upon written instructions from the Company and each Initial
      Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any
      applicable stock power) to such Initial Stockholder or its Permitted
      Transferees, as defined below; provided,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.8 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Shares; provided further,
      that
      if, after the Company consummates its initial business combination (as described
      in the Registration Statement), the Company (or the surviving entity)
      subsequently consummates a liquidation, merger, stock exchange or other similar
      transaction that results in all of the stockholders of such entity having the
      right to exchange their shares of Common Stock for cash, securities or other
      property, then the Escrow Agent will, upon receipt of a certificate executed
      by
      the Chairman of the Board, President or other authorized officer of the Company
      (or the surviving entity), in form reasonably acceptable to the Escrow Agent,
      that such transaction is then being consummated or such conditions have been
      achieved, as applicable, release the respective Escrow Shares to the Initial
      Stockholders or their Permitted Transferees upon consummation of such
      transaction so that they can similarly participate. The Escrow Agent shall
      have
      no further duties hereunder after the disbursement or destruction of the Escrow
      Shares in accordance with this Section 3.

    


    4. Rights
      of Initial Stockholders in Escrow Shares.
      

    


    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders and their Permitted Transferees shall
      retain all of their rights as stockholders of the Company during the Escrow
      Period, including, without limitation, the right to vote such
      shares.

    


    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms hereof.
      As
      used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash
      Dividends distributed thereon, if any.

    


    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except (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 Initial
      Stockholders or their permitted transferees set forth in (i) above for estate
      planning purposes or, upon the death of an Initial Stockholder or its
      permitted transferee set forth in (i) above, to such person’s estate or
      beneficiaries (the “Permitted
      Transferees”);
      in each case, such transferee will be subject to the same transfer restrictions
      as the Initial Stockholders until after the Company completes its initial
      business combination;
      provided,
      however,
      that such transfers may be implemented only upon the respective transferee’s
      written agreement to be bound by the terms and conditions of this Agreement
      and
      of the Insider Letter signed by SunTrust, the Company and the Initial
      Stockholder transferring the Escrow Shares. During the Escrow Period, the
      Initial Stockholders and their Permitted Transferees shall not pledge or grant
      a
      security interest in the Escrow Shares or grant a security interest in their
      rights under this Agreement without the prior written consent of the
      Company.

    


    4.4 Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with SunTrust and
      the
      Company, dated as indicated on Exhibit
      B
      hereto,
      and which is filed as an exhibit to the Registration Statement (each, an
“Insider
      Letter”),
      respecting the rights and obligations of such Initial Stockholder in certain
      events, including but not limited to the liquidation of the
      Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. Concerning
      the Escrow Agent.

    


    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless the Escrow Agent shall have given its prior written consent thereto.
      

    


     5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt by the Escrow
      Agent of such notice, the Escrow Agent, in its sole discretion, may commence
      an
      action in the nature of interpleader in an appropriate court to determine
      ownership or disposition of the Escrow Shares or it may deposit the Escrow
      Shares with the clerk of any appropriate court or it may retain the Escrow
      Shares pending receipt of a final, non-appealable order of a court having
      jurisdiction over all of the parties hereto directing to whom and under what
      circumstances the Escrow Shares are to be disbursed and delivered. The
      provisions of this Section 5.2 shall survive in the event the Escrow Agent
      resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

    


    5.3 Compensation.
      The
      Escrow Agent shall be entitled to the fees set forth on Schedule
      A
      hereto
      for all services rendered by it hereunder. The Escrow Agent shall also be
      entitled to reimbursement from the Company for all expenses paid or incurred
      by
      it in the administration of its duties hereunder including, but not limited
      to,
      all counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

    


    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure the Escrow Agent that it is protected in acting
      hereunder.

    


    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice thereof
      and such resignation shall become effective as hereinafter provided. Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a successor escrow agent appointed by the Company, the Escrow Shares
      held hereunder. If no new escrow agent is appointed by the Company within the
      60-day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Shares with any court it reasonably deems
      appropriate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent subject to all of
      the
      terms of this Agreement and the delivery, by the Escrow Agent, of the Escrow
      Shares to such successor escrow agent. 

    


    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    6. Miscellaneous.

     

    

        6.1 Waiver
          of Claims against Trust Account.
          Notwithstanding any other provision of this Agreement, the Escrow Agent
          confirms
          its understanding that the Company has established the Trust Account (as
          defined
          in the Prospectus) relating to the Units being sold pursuant to the Prospectus.
          The Escrow Agent acknowledges that the Trust Account will exist for the
          benefit
          of the Company’s public stockholders and the monies from the Trust Account may
          only be disbursed upon the occurence of certain events, as more fully described
          in the Prospectus. The Escrow Agent agrees that neither it nor any of its
          affiliates have or will have any right, title, interest or claim in or
          to the
          monies in the Trust Account, and the Escrow Agent hereby waives any and
          all
          right, title, interest of claim of any kind in or to any distribution of
          any
          property held in the Trust Account that it or its affiliates may have now
          or in
          the future and hereby agrees not to seek recourse, reimbursement, payment
          or
          satisfaction for any claim of any kind against the Trust Account for any
          reason
          whatsoever, including in respect of the Company’s indemnification obligations
          set forth in this Agreement.


       

    


      6.2 Governing
        Law.
        This
        Agreement shall, for all purposes, be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York, without giving
        effect to conflicts of law principles that would result in the application
        of
        the substantive laws of another jurisdiction (whether of the State of New
        York
        or any other jurisdiction that would cause the application of the laws of
        any
        jurisdiction other than the State of New York). Each of the Company, the
        Initial
        Stockholders and the Escrow Agent hereby agrees that any action, proceeding
        or
        claim against it arising out of or relating in any way to this 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. Each
        of the
        Company, the Initial Stockholders and the Escrow Agent hereby waives any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum. Any such process or summons to be served upon each of
        the
        Company, the Initial Stockholders and the Escrow Agent may be served by
        transmitting a copy thereof by registered or certified mail, return receipt
        requested, postage prepaid, addressed to it at the address set forth in Section
        6.7 hereof. Such mailing shall be deemed personal service and shall be legal
        and
        binding upon each of the Company, the Initial Stockholders and the Escrow
        Agent
        in any action, proceeding or claim.


    


    6.3 Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that SunTrust is an intended third
      party beneficiary of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of SunTrust. 

    


    6.4 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by SunTrust and
      the party against whom such change or modification is to be enforced. It may
      be
      executed in several original or facsimile counterparts, each one of which shall
      constitute an original, and together shall constitute but one
      instrument.

    


    6.5 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.6 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6.7 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

    


    
      	 	 	
              If
                to the Company, to:

            


    

    


    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    Attn:
      Harvey L. Weiss, Co-Chief Executive Officer

    


    If
      to an
      Initial Stockholder, to his or its address set forth in Exhibit
      B;

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson, Chairman

    


    A
      copy of
      any notice sent hereunder shall be sent to:

     

    SunTrust
      Robinson Humphrey, Inc.

    3333
      Peachtree Road, NE

    Atlanta,
      GA 30326

    Attn: Arnold
      Evans

     

    and:

    


    Mintz
      Levin Cohn Ferris Glovsky and Popeo, PC

    The
      Chrysler Building

    666
      Third
      Avenue

    New
      York,
      New York 10174

    Attn: Kenneth
      R. Koch, Esq.

     

    and:

    


    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA 02110

    Attn:
      Glen R. Openshaw, Esq.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


     6.8 Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    


    (Remainder
      of page intentionally left blank. Signature page to follow.)

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    WITNESS
      the execution of this Agreement as of the date first above written.

     

     

    
      	 	 	 
	 	 	SECURE AMERICA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                C. Thomas McMillen

              Title:
                Co-Chief Executive Officer and Chairman

            
	 	 


       


        
          	 	 	 
	 	 	
                  INITIAL
                    STOCKHOLDERS:

                  


                  SECURE
                    AMERICA ACQUISITION HOLDINGS, LLC

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:
                     C.
                    Thomas McMillen

                  Title:
                    Chief Executive Officer

                
	 	 


           

          
            	 	 	 
	 	       	 
	 	
                    
S.
                    Kent Rockwell
	 	 


             

            
              	 	 	 
	 	       	 
	 	
                      
Philip
                      A. McNeill
	 	 


               

              
                	 	 	 
	 	       	 
	 	
                        
Asa
                        Hutchinson
	 	 


                 

                
                  	 	 	 
	 	       	 
	 	
                          
Brian
                          C. Griffin
	 	 


                   

                  
                    	 	 	 
	 	       	 
	 	
                            
Mark
                            A. Frantz
	 	 


                     

                    
                      	 	 	 
	 	 	
                              
                                CONTINENTAL
                                  STOCK TRANSFER &
                                  TRUST COMPANY

                              

                            
	 
 	 
 	 
 
	 	By:  	 
	 	
                              

                              
                                Name:
                                  Steven G. Nelson

                                Title:
                                  Chairman

                              

                            
	 	 


                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                         

                      

                    

                  

                

              

            

          

        


    

    EXHIBIT
      A

    


    “Fee
      Schedule”

    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    
      	
              Name
                and Address of 

              Initial
                Stockholder1

            	
              Number
                

              of
                Shares

            	
              Stock
                

              Certificate
                Number

            	
              Date
                of 

              Insider
                Letter

            
	 	 	 	 
	
              Secure
                America Acquisition Holdings, LLC

            	
              0
                (void)

            	
              1

            	
              n/a

            
	
              Philip
                A. McNeill

            	
              0
                (void)

            	
              2

            	
              n/a

            
	
              S.
                Kent Rockwell

            	
              0
                (void)

            	
              3

            	
              n/a

            
	
              Brian
                C. Griffin

            	
              0
                (void)

            	
              4

            	
              n/a

            
	
              Mark
                Frantz

            	
              0
                (void)

            	
              5

            	
              n/a

            
	
              Asa
                Hutchinson

            	
              0
                (void)

            	
              6

            	
              n/a

            
	
              Secure
                America Acquisition Holdings, LLC

            	
              0
                (void)

            	
              7

            	
              n/a

            
	
              Secure
                America Acquisition Holdings, LLC

            	
              2,360,000

            	
              8

            	
              [●],
                2007

            
	
              Philip
                A. McNeill

            	
              30,000

            	
              9

            	
              [●],
                2007

            
	
              S.
                Kent Rockwell

            	
              30,000

            	
              10

            	
              [●],
                2007

            
	
              Brian
                C. Griffin

            	
              10,000

            	
              11

            	
              [●],
                2007

            
	
              Mark
                Frantz

            	
              20,000

            	
              12

            	
              [●],
                2007

            
	
              Asa
                Hutchinson

            	
              50,000

            	
              13

            	
              [●],
                2007

            


    

    
      
        

      

      
        	1	
                All
                  addresses c/o

                  Secure
                    America Acquisition Corporation

                  1005
                    North Glebe Road, Suite 550

                  Arlington,
                    VA 22201