Unassociated Document


    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"),
      effective this 6th day of August, 2007 ("Effective
      Date"),
      between FORTRESS
      INTERNATIONAL GROUP, INC., a
      Delaware corporation (the "Company")
      and
      Timothy Dec (the "Executive").

     

    NOW,
      THEREFORE, in exchange for the mutual covenants contained herein, and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Company and the Executive, each intending to be legally bound,
      hereby mutually covenant and agree as follows:

     

    
      	 	
              1.

            	
              DEFINITIONS

            


    

     

    The
      following words and terms shall have the meanings set forth below for the
      purposes of this Agreement:

     

    1.1. Affiliates.
      "Affiliates"
      of a
      Person, or a Person "affiliated"
      with
      another Person, are any Persons which, directly or indirectly, through one
      or
      more intermediaries, controls or are controlled by or are under common control
      with, the Person specified.

     

    1.2. Base
      Salary.
      "Base
      Salary"
      shall
      have the meaning set forth in Section
      3.1
      hereof.

     

    1.3. Board.
      "Board"
      means
      the Company’s Board of Directors.

     

    1.4. Cause.

     

    1.4.1 Termination
      of the Executive’s employment for "Cause"
      shall
      mean any of the following: 

     

    (i) any
      act
      that would constitute a material violation of the Company’s material written
      policies provided that the Company specifically terminates the Executive's
      employment for Cause hereunder within 120 days from the date the Company has
      actual notice of such;

     

    (ii) intentionally
      engaging in conduct materially and demonstrably injurious to the Company
      provided that the Company specifically terminates the Executive's employment
      for
      Cause hereunder within 120 days from the date the Company has actual notice
      of
      such; or

     

    (iii) conviction
      of (1) a crime of embezzlement or a crime involving moral turpitude; (2) a
      crime
      with respect to the Company involving a breach of trust or dishonesty; or (3)
      in
      either case, a plea of guilty or no contest to such a crime provided that the
      Company specifically terminates the Executive's employment for Cause hereunder
      within 120 days from the date the Company has actual notice of
      such.

     

    1.4.2 In
      any
      case, if the Company desires to terminate the Executive's employment for Cause
      in accordance with Sections 1.4.1(i), (ii) or (iii), it shall first give written
      notice of the facts and circumstances providing the basis for Cause to the
      Executive, and to allow the Executive 30 days from the date of such notice
      to
      remedy, cure or rectify, if possible, the situation giving rise to the Company's
      allegations of Cause (the "Cure Period"); provided, however, that the Executive
      shall have only one such opportunity to cure, regardless of the grounds on
      which
      Cause is asserted, during the Employment Period. During the Cure Period, the
      Executive may not be entitled to payment of any compensation, in the Company's
      sole discretion; provided, however, that if the Executive's compensation is
      withheld and the Executive successfully remedies, cures, or rectifies the
      situation giving rise to the Company's notice of Cause during the Cure Period,
      resulting in the Company's withdrawal of its written notice of Cause, the
      Executive shall be compensated for the Cure Period.

     


    
      
         

      

      
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    1.4.3 A
      termination for Cause after a Change in Control shall be based only on events
      occurring after such Change in Control; provided, however, the foregoing
      limitation shall not apply to an event constituting Cause which was not
      discovered by the Company prior to a Change in Control.

     

    1.4.4 Cause
      shall be determined in good faith by the affirmative vote of a majority of
      the
      whole Board (excluding the Executive if the Executive is a member of the Board).
      

     

    1.4.5 Change
      in
      Control of the Company. "Change
      in Control of the Company"
      means
      (a) a sale, transfer or exclusive licensing by the Company of all or
      substantially all of the assets of the Company and its Subsidiaries on a
      consolidated basis (measured by either book value in accordance with United
      States generally accepted accounting principles consistently applied or fair
      market value determined in the reasonable good faith judgment of the Board)
      in
      any transaction or series of transactions (other than sales in the ordinary
      course of business); (b) any sale, transfer or issuance or series of sales,
      transfers and/or issuances of shares of the Company's capital stock by the
      Company or any holders thereof which results in any Person or Persons, other
      than the holders of Company’s capital stock as of the date hereof, owning
      capital stock of the Company possessing the voting power (under ordinary
      circumstances) to elect a majority of the Board; (c) the stockholders of the
      Company approve a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity) at least 50% of the total voting
      power represented by the voting securities of the Company or such surviving
      entity outstanding immediately after such merger or consolidation; or (d) the
      stockholders of the Corporation approve a plan of complete liquidation of the
      Company. 

     

    1.5. Date
      of Termination.
      "Date
      of Termination"
      shall
      mean (a) if the Executive’s employment is terminated by reason of the
      Executive’s death, the date of the Executive’s death, or (b) if the Executive’s
      employment with the Company and its Subsidiaries is terminated for any reason
      other than the Executive’s death, the date on which Executive ceases to be an
      employee of the Company and its Subsidiaries.

     


    
      
         

      

      
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    1.6. Disability. Termination
      of the Executive’s employment with the Company and its Subsidiaries based on
      "Disability"
      shall
      mean termination of the Executive’s employment at the Company’s sole discretion,
      upon thirty (30) days prior written notice in the event the Executive becomes
      “Disabled,” as defined in any group term disability insurance maintained by the
      Company applicable to the Executive, or, (b) if the Company shall not maintain
      such insurance, the determination by an independent physician acting reasonably
      and in good faith that the Executive is incapacitated by reason of a physical
      or
      mental illness which is long-term in nature and which prevents the Executive
      from performing the substantial and material duties of his employment with
      the
      Company, provided
      that
      such incapacity can reasonably be expected to prevent the Executive from working
      at least six (6) months in any twelve (12) month period. The Company may require
      the Executive to have the examination described in the preceding sentence at
      any
      time for the purpose of determining whether the Executive has a long-term
      disability, and the Executive agrees to submit to such examination upon request
      of the Board; provided
      that the
      Company shall pay all costs and expenses associated with such examination.
      This
Section
      1.6
      shall be
      interpreted and applied consistently with the Americans with Disabilities Act,
      the Family and Medical Leave Act and other applicable law.

     

    1.7. Good
      Reason.
      Termination of the Executive’s employment by the Executive for a "Good
      Reason"
      shall
      mean termination by the Executive because of: (a) a requirement to move the
      Executive’s primary place of business more than fifty (50) miles from the office
      the Executive works in on the date hereof (which termination occurs prior to
      such move) without the written consent of the Executive, (b) failure of the
      Company to pay any installment of the Executive’s Base Salary when such
      installment is due pursuant to this Agreement, which failure is not cured within
      fifteen (15) days; (c) any other breach or breaches of this Agreement by the
      Company, which breaches are, singularly or in the aggregate, material, and
      which
      are not cured within thirty (30) days of written notice of such breach or
      breaches to the Company by the Executive; or (d) a reduction by the Company
      of
      the Executive’s Base Salary without the express written consent of the
      Executive. For a termination of employment to be treated as a termination for
      Good Reason, (i) the Executive’s separation from employment must occur within 1
      year from the date of the initial material change or diminution described above;
      (ii) the Executive must notify the Company of the material change or diminution
      within 90 days from the date of the initial change or diminution; and (iii)
      the
      Executive must give the Company 30 days in which to remedy the
      condition.

     

    1.8. Person.
      "Person"
      means
      an individual, a partnership, a corporation, a limited liability company, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization, any other business entity and a governmental entity or any
      department, agency or political subdivision thereof.

     

    1.9. Restrictive
      Period.
      For
      purposes of this Agreement the term “Restrictive
      Period”
shall
      have the following meanings.

     

    1.9.1 If
      the
      Executive’s employment is terminated prior to the third (3rd)
      anniversary of the Commencement Date, then the Restrictive Period shall be
      the
      period from the Termination Date through the third anniversary of the
      Commencement Date (or if the Termination Date is within twelve (12) months
      of
      the third anniversary of the Commencement Date), then for a period of one (1)
      year measured from the Termination Date through the first anniversary of the
      Termination Date. 

     


    
      
         

      

      
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    1.9.2 Subject
      to Section
      7.4
      hereof,
      if the Executive’s employment is terminated after the third anniversary of the
      Commencement Date, then the Restrictive Period shall be the twelve (12) month
      period measured from the Termination Date through the first anniversary of
      the
      Termination Date.

     

    1.10. Subsidiary.
      "Subsidiary"
      means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association or other business entity of which (a) if a corporation,
      a majority of the total voting power of shares of stock entitled (without regard
      to the occurrence of any contingency) to vote in the election of directors,
      managers or trustees thereof is at the time owned or controlled, directly or
      indirectly, by that Person or one or more of the other Subsidiaries of that
      Person or a combination thereof, or (b) if a limited liability company,
      partnership, association or other business entity, a majority of the partnership
      or other similar ownership interest thereof is at the time owned or controlled,
      directly or indirectly, by that Person or one or more Subsidiaries of that
      Person or a combination thereof. For purposes hereof, a Person or Persons shall
      be deemed to have a majority ownership interest in a limited liability company,
      partnership, association or other business entity if such Person or Persons
      shall be allocated a majority of limited liability company, partnership,
      association or other business entity gains or losses or shall be or control
      any
      managing director or general partner of such limited liability company,
      partnership, association or other business entity.

     

    
      	 	
              2.

            	
              EMPLOYMENT

            


    

     

    2.1. Employment
      Period.

     

    2.1.1 The
      Company hereby employs the Executive, and the Executive hereby accepts said
      employment and agrees to render services to the Company, on the terms and
      conditions set forth in this Agreement for the period commencing no later than
      August 20th, 2007 (the “Commencement
      Date”)
      and
      ending on August 14th, 2010 (the “Expiration
      date”),
      unless sooner terminated in accordance with the provisions herein (such period
      is the “Employment
      Period”);
      provided, however, that if this Agreement is renewed pursuant to Section 2.1.2
      below, then the “Expiration Date” for the then current “Renewal Term” (as
      hereinafter defined) shall be the date that is last day of the one year period
      of any Renewal Term. 

     

    2.1.2 This
      Agreement shall be automatically renewed for an additional one year period
      commencing at the expiration of the initial Employment Period or any subsequent
      renewal term (each, a "Renewal
      Term")
      unless
      the Company provides written notice of termination to the Executive not less
      than sixty (60) days prior to the Expiration Date. Notwithstanding the foregoing
      or anything else in this Agreement to the contrary, the Employment Period shall
      immediately terminate prior to any Expiration Date (i) upon Executive’s death,
      Disability or termination for a Good Reason or (ii) upon termination by the
      Company for Cause; in all other circumstances, thirty (30) days' prior written
      notice is required by either party to the other to terminate this
      Agreement.

     


    
      
         

      

      
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    2.2. Duties. During
      the Employment Period, the Executive shall devote the Executive's full working
      time and attention and use the Executive's best efforts and skill to further
      the
      interests of the Company. The Executive shall, to the best of his ability,
      execute the strategic plan of the Company as approved by the Board, perform
      his
      duties, adhere to the Company’s published policies and procedures, promote the
      Company’s interests, reputation, business and welfare, and work actively with
      the Board and other senior managers to help augment the existing business base,
      increase the corporate contract backlog and identify and develop new business
      opportunities. The Executive shall perform such services for the Company as
      is
      consistent with the Executive's position (subject to the power and authority
      of
      the Board to expand or limit such services and to overrule actions of officers
      of the Company) and as lawfully directed, from time to time, by the Board.
      During the Employment Period, the Executive’s title shall be Chief Financial
      Officer. During the Employment Period the Executive shall report to the Board,
      and Executive may use such additional titles as assigned and approved by the
      Board. The Executive shall not, during the Employment Period, be employed or
      involved in any other business activity for gain, profit or other pecuniary
      advantage. Notwithstanding the foregoing, the Executive may (a) volunteer
      services for or on behalf of such religious, educational, non-profit and/or
      other charitable organization as the Executive may wish to serve; and (b) manage
      his personal, financial and legal affairs, so long as such activities do not
      interfere with the performance of his duties and responsibilities to the Company
      as provided hereunder or violate any of the terms of this or any other agreement
      entered into with the Company. The Executive acknowledges that the Executive
      may
      be required to travel on business in connection with the Executive's performance
      of the Executive's duties hereunder, but that the Executive's base will be
      the
      location of the Company’s headquarters in Columbia or Beltsville, Maryland or
      such other location as determined by the Board.

     

    2.3. Insurance.
      The
      Company may, at its discretion, apply for and procure in its own name and for
      its own benefit life and/or disability insurance on the Executive in any amount
      or amounts considered available. The Executive agrees to cooperate in any
      medical or other examination, supply any information and execute and deliver
      any
      applications or other instruments in writing as may be reasonably necessary
      to
      obtain and constitute such insurance. The Executive hereby represents that
      the
      Executive has no reason to believe that the Executive's life is not insurable
      at
      rates now prevailing for a healthy person of the Executive's gender and
      age.

     

    2.4. Corporate
      Opportunity.
      The
      Executive agrees that, unless approved by the Board, he will not take personal
      advantage of any business opportunities which arise during his employment with
      the Company and which may be of benefit to the Company. All material facts
      regarding such opportunities must be promptly reported to the Board for
      consideration by the Company.

     

    
      	 	
              3.

            	
              COMPENSATION
                AND BENEFITS

            


    

     

    3.1. Base
      Salary.
      During
      the Employment Period, the Company shall pay the Executive an initial base
      salary of Two Hundred and Twenty Five Thousand Dollars ($225,000.00) per year
      ("Base
      Salary")
      paid
      in approximately equal installments bi-weekly. The Company will review the
      Executive’s Base Salary on December 31 of each year of the Employment Period in
      order to determine what Base Salary adjustments, if any, shall be made, subject
      to an annual minimum increase of five percent (5%), but in no event may the
      Executive's Base Salary be reduced below that paid in the preceding
      year.

     


    
      
         

      

      
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    3.2. Annual
      Bonus.
      For
      calendar year 2007 (ending on or about December 31, 2007) and for each other
      calendar year that begins during the Employment Period (each such calendar
      year,
      a "Bonus
      Year"),
      the
      Executive shall be eligible to receive a bonus in an amount and on such terms
      as
      are established by the Company's Board up to fifty percent (50%) of the Base
      Salary (each, a "Bonus")
      in
      accordance with the bonus plan or formula applicable to the Executive. The
      2007
      Bonus shall be prorated to reflect that the 2007 Bonus Year is a partial year
      commencing on the Commencement Date and ending on December 31, 2007. In
      addition, the Executive shall be eligible for any other bonus as the
      Compensation Committee of the Board may determine in its sole discretion. Any
      Bonus for an applicable calendar year, or portion thereof, shall be paid to
      the
      Executive no later than the ninetieth (90th) day following the conclusion of
      the
      Bonus Year.

     

    3.3. Vacation
      and Benefits. The
      Executive shall continue to receive vacation, health insurance and other
      employee benefits as the Company makes available to other executives, as may
      exist at any particular time and from time to time during the Executive’s
      employment. 

     

    3.4. Withholding.
      All
      payments required to be made by the Company hereunder to the Executive shall
      be
      subject to the withholding of such amounts, if any, relating to tax and other
      payroll deductions as the Company may reasonably determine should be withheld
      pursuant to any applicable law or regulation.

     

    3.5. Policies,
      Procedures & Benefit Plans.
      Except
      as otherwise provided herein, the Executive’s employment shall be subject to the
      policies and procedures which apply generally to the Company’s employees as the
      same may be interpreted, adopted, revised or deleted from time to time, during
      the Employment Period, by the Board in its sole discretion. The Executive agrees
      to comply with such policies and procedures in all material respects. During
      the
      Employment Period, the Executive shall be entitled to participate in any Company
      benefit plans on the same basis as other executive level employees of the
      Company. The Board reserves the right to change, alter, or terminate benefits,
      plans and carriers in its sole direction. All matters of eligibility for
      coverage or benefits under any health, hospitalization, life, disability, or
      other insurance plan, program or policy shall be determined in accordance with
      the provisions of the plan, program, or policy; the Company shall not be liable
      to the Executive, the Executive’s family, heirs, executors, or beneficiaries,
      for any payment payable or claimed to be payable under any such benefit plan,
      program, or policy. Provided that the Executive can be insured at standard
      rates, the Company shall maintain the Executive’s existing life insurance
      policy(ies) as set forth on Exhibit
      A
      attached
      hereto, or if it is not possible to continue the existing policies, then provide
      the Executive a $1,000,000 life insurance policy with a reputable and
      responsible insurance company acceptable to the Company and the
      Executive.

     

    3.6. Equity. 

     

    3.6.1 Equity
      Amount.
      At the
      Commencement Date, Executive shall be granted 40,000 shares of the Company’s
      common stock (the “Stock”) pursuant to the Company’s 2006 Stock Plan. The Stock
      shall vest as follows: 50% of the Stock shall vest on the date that is eighteen
      (18) months after the Commencement Date and the remaining 50% shall vest on
      the
      third anniversary of the Commencement Date. In addition the employee is eligible
      to receive an additional 40,000 shares of stock based on achieving milestones
      as
      laid out in his employment offer letter attached as exhibit __.

     


    
      
         

      

      
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    3.6.2 Restricted
      Shares.
      The
      Stock has not been, and will not be at the time of issuance, registered under
      the Securities Act, and will be issued in a transaction that is exempt from
      the
      registration requirements of the Securities Act and will be “restricted
      securities” under the federal securities laws and cannot be offered or resold
      except pursuant to registration under the Securities Act or an available
      exemption from registration. All certificates evidencing the Stock shall bear,
      in addition to any other legends required under applicable securities laws,
      the
      following legend: 

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
      TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM REGISTRATION.”

     

    
      	 	
              4.

            	
              SUPPORT
                AND EXPENSES

            


    

     

    4.1. Office.
      During
      the Employment Period the Company shall provide Executive with furnished
      offices in the Company’s headquarters (which shall be consistent with the
      Executive’s duties and sufficient for the efficient performance of those duties,
      all in the reasonable determination of the Board).

     

    4.2. Expenses.
      During
      the Employment Period, including following any Date of Termination for
      appropriate expenses incurred on or prior to the Date of Termination, the
      Company shall reimburse the Executive promptly or otherwise provide for or
      pay
      for all pre-approved reasonable expenses incurred by the Executive in
      furtherance of, or in connection with, the business of the Company or its
      Subsidiaries, consistent with the Company’s policies in effect from time to time
      with respect to travel, entertainment and other business expenses, subject
      to
      such reasonable documentation and other limitations as may be established from
      time to time by the Board, including against presentation of vouchers or
      receipts therefor. 

     

    4.3. Automobile.
      During
      the Employment Period the Company
      will
      reimburse Executive for automobile costs up to a maximum of eight hundred
      dollars ($800.00) per month.

     

    4.4. Timing
      of Reimbursements. Reimbursements made by the Company pursuant to this Agreement
      will generally be made by March 15th
      of the year following the year in which the expenses were incurred. Any
      reimbursement not made by March 15th,
      will be made in the year following the year in which the expenses are
      incurred.

     

    
      	 	
              5.

            	
              TERMINATION

            


    

     

    5.1. Termination
      Due to Death or Disability, For Cause or By the Executive.
      If the
      Employment Period is terminated (a) by reason of the Executive’s death or
      Disability; (b) by the Company for Cause; or (c) by the Executive (other than
      for a Good Reason); then
      the
      Executive shall only be entitled to receive the Executive’s Base Salary and the
      reimbursement of any applicable expenses pursuant to Section
      4.2
      through
      the Date of Termination, and the Executive shall have no right to any other
      compensation thereafter (including without limitation pursuant to Section
      3.1
      and
3.2
      of this
      Agreement, but not including Section
      5.3).
      No
      Person shall be entitled hereunder to participate in any employee benefit plan
      after the Date of Termination if the Employment Period is terminated in
      connection with this Section
      5.1,
      except
      as otherwise expressly required by applicable law (i.e., COBRA) and provided
      that
      nothing herein shall be interpreted to limit the Executive’s conversion rights,
      if any, under any of the Company’s employee benefit plans.

     


    
      
         

      

      
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    5.2. Termination
      by the Company Other Than for Death, Disability, or Cause or by the Executive
      for a Good Reason.
      In
      addition to the payment to the Executive of the Executive's Base Salary and
      the
      reimbursement of any applicable expenses pursuant to Section
      4.2
      through
      the Date of Termination, if (a) the Employment Period is terminated (i) by
      the
      Company for reasons other than death, Disability, or Cause, (ii) pursuant to
      a
      Change in Control of the Company, as defined by Section
      1.4.A,
      or (ii)
      by the Executive for a Good Reason, or (iii) in accordance with the terms of
      Section
      2.1.2
      hereof
      (provided the Company provides the requisite notice to the Executive to
      terminate prior to any Expiration Date); and (b) the Executive executes a
      general release in the form attached hereto as Exhibit
      B (the
      "Release")
      on or
      before the effective Date of Termination; and (c) the Executive has not breached
      the terms of the “Assignment Agreement” (as defined below); then
      the
      Company shall pay the Executive an amount equal to the Executive’s Base Salary
      (at the rate in effect at the Date of Termination) for a period commencing
      on
      the Date of Termination and ending twelve (12) months from the Date of
      Termination. Any payment under this Section
      5.2
      shall be
      made in accordance with the Company’s normal payroll schedule at the time the
      payments are made. If the Executive elects and remains eligible for health
      coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as
      amended ("COBRA")
      (and
      subject to withholding pursuant to Section
      3.5
      above);
then
      commencing within
      fifteen (15) business days following the date on which the Release becomes
      effective pursuant to its terms, the Company will, for a period commencing
      on
      the Date of Termination and ending twelve (12) months from the Date of
      Termination, pay a percentage of the premium for such COBRA health coverage
      equal to the percentage of the premium for health insurance coverage paid by
      the
      Company on the Date of Termination. The Executive shall not be entitled to
      any
      other salary or compensation after termination of the Employment Period (other
      than as set forth in this Section
      5.2
      and
Section
      5.3)
      and no
      Person shall be entitled hereunder to participate in any employee benefit plan
      after the Date of Termination if the Employment Period is terminated in
      connection with this Section
      5.2,
      except
      as otherwise specifically provided hereunder or as required by applicable law
      (i.e., COBRA) and provided
      that
      nothing herein shall be interpreted to limit the Executive’s conversion rights,
      if any, under any of the Company’s employee benefit plans. In furtherance of and
      not in limitation of the foregoing, the Executive may only be terminated by
      the
      affirmative vote of a majority of the whole Board (excluding the Executive
      if he
      is a member of the Board).

     

    5.3. Cooperation
      with Company After Termination of Employment. For
      a
      period of six (6) months following termination of the Employment Period for
      any
      reason, as such period may be extended with the consent of the Executive, the
      Executive shall fully cooperate with the Company in all matters relating to
      the
      winding up of pending work on behalf of the Company including, but not limited
      to, any litigation in which the Company is involved, and the orderly transfer
      of
      any such pending work to other executives of the Company as may be designated
      by
      the Company. The Executive shall be compensated for any time spent pursuant
      to
      this Section
      5.3
      at the
      specific request of the Company at a per diem
      amount
      based upon the Executive's Base Salary at the Date of Termination.

     


    
      
         

      

      
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    5.4. Termination
      by Mutual Consent.
      Notwithstanding any of the foregoing provisions of this Section
      5,
      if at
      any time during the course of this Agreement the parties by mutual consent
      decide to terminate it, they shall do so by separate agreement setting forth
      the
      terms and conditions of such termination.

     

    5.5. Notwithstanding
      any other provision with respect to the timing of payments under Section 5.2,
      if, at the time of the Executive’s termination, the Executive is deemed to be a
“specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the
      Internal Revenue Code, and any successor statute, regulation and guidance
      thereto) of the Company, then only to the extent necessary to comply with the
      requirements of Section 409A of the Code, any payments to which the Executive
      may become entitled under Section 5.2 which are subject to Section 409A of
      the
      Code (and not otherwise exempt from its application) will be withheld until
      the
      first business day of the seventh month following the date of termination,
      at
      which time the Executive shall be paid an aggregate amount equal to six months
      of payments otherwise due to the Executive under the terms of Section 5.2,
      as
      applicable. After the first business day of the seventh month following the
      date
      of termination and continuing each month thereafter, the Executive shall be
      paid
      the regular payments otherwise due to the Executive in accordance with the
      terms
      of Section 5.2, as thereafter applicable. 

     

    
      	 	
              6.

            	
              INVENTION,
                ASSIGNMENT AND CONFIDENTIALITY AGREEMENT
                

            


    

     

    6.1. The
      parties hereto have entered into an Invention Assignment and Confidentiality
      Agreement attached hereto as Exhibit
      C
      (the
      "Assignment
      Agreement"),
      which
      may be amended by the parties from time to time pursuant to the terms thereof.
      The provisions of the Assignment Agreement are intended by the parties to
      survive and shall survive termination or expiration of the Employment Period
      and
      this Agreement.

     

    
      	 	
              7.

            	
              NON-SOLICITATION
                CUSTOMERS OR EMPLOYEES;
                NON-COMPETITION

            


    

     

    7.1. Covenant
      Not-to-Solicit Customers. Subject
      to Section
      7.4
      below,
      during Executive's employment with the Company through the applicable
      Restrictive Period, the Executive shall not directly or indirectly, individually
      or on behalf of any other person or entity, whether as principal, agent,
      stockholder, employee, consultant, representative or in any other capacity,
      solicit any person or entity, that:

     

    (a) is
      a
      customer or client of the Company or any of its subsidiaries which the Executive
      had dealings with by virtue of the Executive’s employment with the Company as of
      the Termination Date;

     


    
      
         

      

      
        -
          9
          -

        
          

        

      

      
         

      

    


    (b) has
      been
      a customer or client of the Company or any of its subsidiaries which the
      Executive had dealings with by virtue of the Executive’s employment with the
      Company at any time within two (2) years prior to the Termination Date;
      or

     

    (c) is
      a
      prospective customer or client that the Executive had been actively soliciting
      with, or on behalf of, the Company or any of its subsidiaries as of the
      Termination Date.

     

    7.2. Covenant
      Not-to-Solicit Employees.
      Subject
      to Section
      7.4
      below,
      during Executive's employment with the Company and from the Termination Date
      through the applicable Restrictive Period, the Executive shall not directly
      or
      indirectly, individually or on behalf of any other person or entity, whether
      as
      principal, agent, stockholder, employee, consultant, representative or in any
      other capacity:

     

    (a) recruit,
      solicit or encourage any person to leave the employ of the Company or any of
      its
      subsidiaries; or

     

    (b) hire
      any
      employee of the Company or any of its subsidiaries as a regular employee,
      consultant, independent contractor or otherwise.

     

    7.3. Non-Competition.
      The
      Executive recognizes and acknowledges the competitive and proprietary nature
      of
      the business operations of the Company and its subsidiaries. Subject to
Section
      7.4
      below,
      during the Executive’s employment with the Company and for the applicable
      Restrictive Period, the Executive shall not, without the prior written consent
      of the Company, for himself or on behalf of any other person or entity, directly
      or indirectly, whether as principal, agent, stockholder, employee, consultant,
      representative or in any other capacity, own, manage, operate or control, or
      be
      concerned, connected or employed by, or otherwise associate in any manner with,
      engage in or have a financial interest in any business that competes with the
      business of the Company or any of its subsidiaries in the area of specialized
      engineering, construction management and facilities management that provides
      services to mission critical facilities. Nothing contained herein shall preclude
      the Executive from purchasing or owning stock in any such competitive business
      if such stock is publicly traded, and provided that his holdings do not exceed
      one percent (1%) of the issued and outstanding capital stock of such
      business.

     

    7.4. Reduction
      and Extension of Restrictions. 

     

    (a) If
      the
      Termination Date with respect to the Executive’s termination occurs on or before
      the third (3rd)
      anniversary of the Closing Date, then the provisions of Sections
      7.1, 7.2 and 7.3
      above
      apply to Executive regardless of the reason for the termination. If the
      Termination Date with respect to the Executive’s termination occurs after the
      third anniversary of the Closing Date, then the provisions of Sections
      7.1, 7.2 and 7.3
      above
      apply only to terminations made pursuant to Section
      5.1
      and
      shall not apply with respect to terminations made pursuant to Section
      5.2.

     

    (b) The
      Company at Company’s option, by written notice delivered to Executive not less
      than thirty (30) days prior to the expiration of the then current, applicable
      Restrictive Period, may extend the Restrictive Period (as previously extended
      under this Section 7.4(b)) for an additional twelve (12) months, provided that
      Company pays to Executive during the extended Restrictive Period an amount
      equal
      to the Executive’s Base Salary (at the rate effective as of the applicable
      Termination Date and over time and in the manner Executive would have received
      these payments had he continued to be employed by the Company).

     


    
      
         

      

      
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          10
          -

        
          

        

      

      
         

      

    


    7.5. Non-Disparagement.
      The
      Executive agrees not to make any public statement, or engage in any conduct,
      that is disparaging to the Company, or any of its employees, officers, directors
      or shareholders, including, but not limited to, any statement that disparages
      the products, services, finances, financial condition, capabilities or other
      aspects of the business of the Company. Notwithstanding any term to the contrary
      herein, the Executive shall not be in breach of this Section
      7
      for the
      making of any truthful statements under oath.

     

    7.6. Reasonableness
      of Restrictions.
      The
      Executive has carefully read and considered the provisions of this Section
      7,
      and,
      having done so, agrees (a) that the restrictions set forth herein are
      reasonable, in terms of scope, duration, geographic area, and otherwise, (b)
      that the protection afforded to the Company hereunder is necessary to protect
      its legitimate business interests, (c) that the agreement to observe such
      restrictions form a material part of the consideration for this Agreement and
      the Executive's employment by the Company and (d) that upon the termination
      of
      the Executive’s employment with the Company for any reason, he will be able to
      earn a livelihood without violating the foregoing restrictions. In the event
      that, notwithstanding the foregoing, any of the provisions of this Section
      7
      shall be
      held to be invalid or unenforceable, the remaining provisions thereof shall
      nevertheless continue to be valid and enforceable as though the invalid or
      unenforceable parts had not been included therein. In the event that any
      provision of this Section relating to the time period and/or the areas of
      restriction and/or related aspects shall be declared by a court of competent
      jurisdiction to exceed the maximum restrictiveness such court deems reasonable
      and enforceable, the time period and/or areas of restriction and/or related
      aspects deemed reasonable and enforceable by the court shall become and
      thereafter be the maximum restriction in such regard, and the restriction shall
      remain enforceable to the fullest extent deemed reasonable by such
      court.

     

    
      	 	
              8.

            	
              EXECUTIVE’S
                REPRESENTATIONS AND
                WARRANTIES

            


    

     

    8.1. Other
      Agreements.
      The
      Executive hereby represents and warrants to the Company that the Executive
      is
      not a party to or bound by any employment agreement, noncompete agreement or
      confidentiality agreement with any other Person.

     

    8.2. Enforceability.
      The
      Executive hereby represents and warrants to the Company that upon the execution
      and delivery of this Agreement by the Company, this Agreement shall be the
      valid
      and binding obligation of the Executive, enforceable in accordance with its
      terms.

     

    8.3. No
      Breach; No Conflict of Interest.
      The
      Executive hereby represents and warrants to the Company that (a) the execution,
      delivery and performance of this Agreement by the Executive do not and shall
      not
      conflict with, breach, violate or cause a default under any contract, agreement,
      instrument, order, judgment or decree to which the Executive is a party or
      by
      which the Executive is bound and (b) the Executive is not, to the best of the
      Executive's knowledge and belief, involved in any situation that might create,
      or appear to create, a conflict of interest with loyalty to or duties for the
      Company.

     


    
      
         

      

      
        -
          11
          -

        
          

        

      

      
         

      

    


    8.4. Notification
      of Materials or Documents from Other Employers.
      The
      Executive hereby represents and warrants to the Company that the Executive
      has
      not brought and will not bring to the Company or use in the performance of
      responsibilities at the Company any materials or documents of a former employer
      or client that are not generally available to the public, unless the Executive
      has obtained express written authorization from the former employer or client
      and the Company for their possession and use.

     

    8.5. Notification
      of Other Post-Employment Obligations.
      The
      Executive also understands that, as part of the Executive's employment with
      the
      Company, the Executive is not to breach any obligation of confidentiality that
      the Executive has to former employers or clients, and agrees to honor all such
      obligations to former employers or clients during employment with the
      Company.

     

    8.6. Consultation
      with Counsel.
      The
      Executive hereby acknowledges and represents that the Executive has consulted
      with independent legal counsel regarding the Executive’s rights and obligations
      under this Agreement and that the Executive fully understands the terms and
      conditions contained herein. 

     

    8.7. No
      Tax Guarantee. Payments
      or benefits under this Agreement are subject to any applicable employment or
      tax
      withholdings or deductions. Executive and the Company agree that it is their
      intention that all payments or benefits provided under this Agreement comply
      with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
      and this Agreement shall be interpreted accordingly. If it is determined that
      a
      provision is not compliant with Section 409A, the parties will, by mutual
      agreement, amend this Agreement as necessary to comply with Section 409A,
      provided however, that the Company will not be obligated to incur additional
      expense. Executive acknowledges that he has been advised to seek independent
      advice from his tax advisor(s) with respect to the application of Section 409A
      of the Code (and Section 83(b) as it relates to the issuance or grant of any
      restricted stock to Executive) to any payments or benefits under this Agreement.
      Notwithstanding the foregoing, the Company does not guarantee the tax treatment
      of any payments or benefits under this Agreement, including without limitation
      under the Code, federal, state or local laws.

     

    
      	 	
              9.

            	
              ARBITRATION

            


    

     

    9.1. The
      Executive and the Company mutually consent to the resolution by arbitration
      of
      certain claims or controversies (collectively, "Claims")
      arising out of or relating to the Executive's employment or termination of
      employment under this Agreement that either party may have against the other,
      including the Company’s officers, shareholders, directors, employees, or benefit
      plans, the benefit plans' sponsors, fiduciaries, administrators, or affiliates;
      and all successors and assigns of any of them, or agents in their capacity
      as
      such or otherwise. The Claims covered by this Agreement shall include claims
      for
      (a) wages or other compensation due; (b) breach of any contract or covenant
      (express or implied); tort claims; (c) discrimination (including but not limited
      to race, sex, religion, national origin, age, disability, citizenship, marital
      status, or any other basis protected by any applicable federal, state or local
      law); (d) payment of wages; (e) benefits (except where an employee benefit
      or
      pension plan specifies that its claims procedure shall use an arbitration
      procedure different from this one); and (f) violation of any federal, state,
      or
      local law, statute, regulation, or ordinance, or recognized under common law.
      The Claims not covered by this Agreement shall include claims (g) for workers'
      compensation or unemployment compensation benefits; (h) brought pursuant to
      Sections
      6 or 10
      of this Agreement and breach of duty of loyalty; and (i) unrelated to the
      Employee's employment with the Company.

     


    
      
         

      

      
        -
          12
          -

        
          

        

      

      
         

      

    


    9.2. The
      arbitration shall be governed by the procedures of the American Arbitration
      Association ("AAA"),
      in
      accordance with its then-current Model Employment Arbitration Procedures and
      shall take place in the Washington-Metropolitan area.

     

    9.3. If
      the
      parties to this Agreement become parties to an arbitration proceeding or
      litigation arising from or relating to this Agreement, the non-prevailing party
      shall pay the reasonable attorneys’ fees and costs incurred by the prevailing
      party in such arbitration or litigation.

     

    
      	 	
              10.

            	
              GENERAL
                PROVISIONS

            


    

     

    10.1. Assignment. The
      Company may assign this Agreement and its rights and obligations hereunder
      in
      whole, but not in part, to any Company or other entity with or into which the
      Company or may hereafter merge or consolidate or to which the Company may
      transfer all or substantially all of its assets, if in any such case said
      company or other entity shall by operation of law or expressly in writing assume
      all obligations of the Company hereunder as fully as if it had been originally
      made a party hereto, but may not otherwise assign this Agreement or its rights
      and obligations hereunder. The Executive may not assign or transfer this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Company. Notwithstanding such assignment, the Company shall
      remain a guarantor of the performance of all obligations owed by the Company
      to
      the Executive under this Agreement.

     

    10.2. Notice.
      For the
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by certified or registered mail, return receipt
      requested, postage prepaid, or Federal Express, signature required, if to the
      Company, addressed to its corporate headquarters at the time notice is given,
      "Attention Board of Directors"; if to the Executive, addressed to his home
      address as listed in the Company’s records at the time notice is
      given.

     

    10.3. Amendment
      and Waiver.
      No
      provision of this Agreement may be amended or waived unless such amendment
      or
      waiver is in writing and signed by each of the parties hereto. Any such
      amendment shall comply with the requirements of Section 409A, if applicable.
      

     

    10.4. Non-Waiver
      of Breach.
      No
      failure by either party to declare a default due to any breach of any obligation
      under this Agreement by the other, nor failure by either party to act quickly
      with regard thereto, shall be considered to be a waiver of any such obligation,
      or of any future breach.

     


    
      
         

      

      
        -
          13
          -

        
          

        

      

      
         

      

    


    10.5. Severability.
      In the
      event that any provision or portion of this Agreement shall be determined to
      be
      invalid or unenforceable for any reason, the remaining provisions of this
      Agreement shall be unaffected thereby and shall remain in full force and
      effect.

     

    10.6. Governing
      Law.
      To the
      extent not preempted by Federal law, the validity and effect of this Agreement
      and the rights and obligations of the parties hereto shall be construed and
      determined in accordance with the law of the State of Maryland, without giving
      effect to any choice of law or conflict of law rules or provisions (whether
      of
      the State of Maryland or any other jurisdiction) that would cause the
      application of the laws of any jurisdiction other than the State of
      Maryland.

     

    10.7. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      hereto with respect to the subject matter hereof and supersedes all prior
      agreements and understandings relating to such subject matter, whether oral
      or
      written, including without limitation any prior or existing employment agreement
      with the Company which shall be null and void and of no further force or effect.
      

     

    10.8. Binding
      Effect.
      This
      Agreement shall be binding upon and shall inure to the benefit of the
      transferees, successors and assigns of the Company, including without limitation
      any company with which the Company may merge or consolidate.

     

    10.9. Headings.
      Numbers
      and titles to Sections hereof are for information purposes only and, where
      inconsistent with the text, are to be disregarded.

     

    10.10. Survival.
      Section
      1
      and
Sections
      5
      through
10
      shall
      survive and continue in full force in accordance with their terms
      notwithstanding the expiration or termination of the Employment
      Period.

     

    10.11. No
      Strict Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent, and no rule of strict
      construction shall be applied against any party.

     

    10.12. Counterparts.
      This
      Agreement may be executed in separate counterparts (including by means of
      facsimile), each of which is deemed to be an original and all of which taken
      together constitute one and the same agreement.

     

    10.13. Indemnification
      of the Executive. The
      Company shall, to the extent permitted by the Bylaws of the Company, in a manner
      as applied to other officers of the Company, indemnify, protect and hold the
      Executive harmless from and against any expenses, including reasonable
      attorneys' fees and expenses, claims, judgments, fines, settlements and other
      amounts actually and reasonably incurred in connection with any proceeding
      arising out of, or related to, the Executive's employment by the Company or
      any
      of its Subsidiaries. The Company shall cause the Executive to be covered under
      directors and officers liability insurance policies in reasonable amounts in
      accordance with the Company's standard corporate policies.

     

    10.14. Injunctive
      Relief.
      The
      Executive represents and acknowledges that, in light of the payments to be
      made
      by the Company to the Executive hereunder and for other good and valid reasons,
      as a result of the restrictions stated in the Assignment Agreement and the
      restrictions in Section
      7
      hereof,
      the Company and its affiliated companies would sustain irreparable harm and,
      therefore, in addition to any other remedies which the Company may have under
      this Agreement or otherwise, the Company shall be entitled to apply to any
      court
      of competent jurisdiction for an injunction restraining the Executive from
      committing or continuing any such violation of this Agreement, and the Executive
      shall not object to such application.

     

    [SIGNATURES
      ON FOLLOWING PAGES]


    
      
         

      

      
        -
          14
          -

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Executive Employment Agreement to be duly
      executed on the date and year first written above.

    


     

    
      	 	
              THE
                COMPANY:

            
	 	 
	 	
                 
                FORTRESS INTERNATIONAL GROUP, INC.

            
	 	 
	 	 
	 	 
	 	
                 
                By:__________________________

            
	 	
                         Name:
                Thomas P. Rosato

            
	 	
                         Title:
                CEO

            
	 	 
	 	 
	 	
              THE
                EXECUTIVE:

            
	 	 
	 	 
	 	 
	 	
                 
                By:__________________________

            
	 	
                         Name:
                Timothy Dec

            


    


    
      
         

      

      
        -
          15
          -

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    EXISTING
      LIFE INSURANCE

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    SEPARATION
      FROM EMPLOYMENT AGREEMENT AND RELEASE

     

    1. This
      agreement is between the Executive, Timothy Dec, the Executive’s spouse, family,
      agents and attorneys) (jointly, the "Executive") and Fortress International
      Group, Inc. (the "Company"), its subsidiaries, affiliated entities, direct
      or
      indirect owners and its and their respective officers, directors, employees,
      agents, predecessors, successors, purchasers, assigns, representatives,
      fiduciaries, and insurers (jointly, the "Released Parties").

     

    2. If
      the
      Executive signs this agreement and does not revoke it, the Executive will
      receive the applicable severance payments and benefits set forth in Section
      5
      of the
      Executive’s Executive Employment Agreement, dated May 15th, 2007 (the
      "Employment Agreement").

     

    3. The
      Executive, deeming this Agreement to be fair, reasonable, and equitable, and
      intending to be legally bound hereby, agrees to and hereby does, forever and
      irrevocably fully waive the Executive’s right to assert any and all forms of
      legal claims against the Released Parties, of any kind whatsoever, whether
      known
      or unknown, arising from the beginning of time through the date the Executive
      execute this Agreement (the “Execution Date”). Except as set forth below, the
      Executive’s waiver and release herein is intended to bar any form of legal
      claim, complaint or any other form of action (jointly referred to as “Claims”)
      against the Released Parties seeking any form of relief including, without
      limitation, equitable relief (whether declaratory, injunctive or otherwise),
      the
      recovery of any damages, or any other form of monetary recovery whatsoever
      (including, without limitation, back pay, front pay, compensatory damages,
      emotional distress damages, punitive damages, attorneys fees and any other
      costs) against the Released Parties, for any alleged action, inaction or
      circumstance existing or arising through the Execution Date.

     


    
      
         

      

      
        -
          1
          -

        
          

        

      

      
         

      

    


    Without
      limiting the foregoing general waiver and release, the Executive specifically
      waives and releases the Released Parties from any Claim arising from or related
      to the Executive’s prior employment relationship with the Release Parties or the
      termination thereof, including, without limitation:

     

    
      	 	
              *

            	
              Claims
                under any state or federal discrimination, fair employment practices
                or
                other employment related statute, regulation or executive order (as
                they
                may have been amended through the Execution Date) prohibiting
                discrimination or harassment based upon any protected status including,
                without limitation, race, national origin, age, gender, marital status,
                disability, veteran status or sexual orientation. Without limitation,
                specifically included in this paragraph are any Claims arising under
                the
                Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights
                Act of
                1964, the Americans With Disabilities Act and any similar Maryland
                or
                other state statute.

            


    

     

    
      	 	
              *

            	
              Claims
                under any other state or federal employment related statute, regulation
                or
                executive order (as they may have been amended through the Execution
                Date)
                relating to other terms and conditions of employment. Without limitation,
                specifically included in this paragraph are any Claims arising under
                the
                Employee Retirement Income Security Act of 1974, the Consolidated
                Omnibus
                Budget Reconciliation Act of 1985 (“COBRA”) and any similar state statute.
                

            


    

     

    
      	 	
              *

            	
              Claims
                under any state or federal common law theory including, without
                limitation, wrongful discharge, breach of express or implied contract,
                promissory estoppel, unjust enrichment, breach of a covenant of good
                faith
                and fair dealing, violation of public policy, defamation, interference
                with contractual relations, intentional or negligent infliction of
                emotional distress, invasion of privacy, misrepresentation, deceit,
                fraud
                or negligence.

            


    

     

    
      	 	
              *

            	
              Any
                other Claim arising under state or federal
                law.

            


    

     

    
      
        4.
          Notwithstanding
          the foregoing, this section does not:

      

    

     

    
      	 	
              *

            	
              release
                the Released Parties from any obligation expressly set forth in this
                Agreement or from any obligation, including without limitation obligations
                under the Workers Compensation laws, which as a matter of law cannot
                be
                released;

            


    

     

    
      	 	
              *

            	
              prohibit
                the Executive from filing a charge with the Equal Employment Opportunity
                Commission (“EEOC”); 

            


    

     

    
      	 	
              *

            	
              prohibit
                the Executive from participating in an investigation or proceeding
                by the
                EEOC or any comparable state or local agency;
                or

            


    

     

    
      	 	
              *

            	
              prohibit
                the Executive from challenging or seeking a determination in good
                faith of
                the validity of this release or waiver under the Age Discrimination
                in
                Employment Act and does not impose any condition precedent, penalty,
                or
                costs for doing so unless specifically authorized by federal
                law.

            


    

     


    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    


    5. Also,
      the
      Executive understands that this General Release Agreement is not an admission
      of
      liability under any statute or otherwise by the Released Parties, and that
      the
      Released Parties do not admit but deny any violation of his legal rights, and
      that he shall not be regarded as a prevailing party for any purpose, including
      but not limited to, determining responsibility for or entitlement to attorneys’
fees, under any statute or otherwise. The Executive agrees that in the event
      the
      Executive brings a Claim in which the Executive seeks damages or other relief
      from any Released Party, or in the event the Executive seeks to recover against
      any Released Party in any Claim brought by a governmental agency on the
      Executive’s behalf, this Agreement shall serve as a complete defense to such
      Claims.

     

    6. The
      Executive also agrees that the Executive has been paid for all hours worked,
      including any overtime bonus or other incentive compensation, has submitted
      all
      invoices and expense reports, and has not
      suffered any on-the-job injury for which the Executive has not already filed
      a
      claim.

     

    7. The
      Executive agrees that every term of this Agreement, including, but not limited
      to, the fact that an agreement has been reached and the amount paid, shall
      be
      treated by the Executive as strictly confidential, and expressly covenants
      not
      to display, publish, disseminate, or disclose the terms of this Agreement to
      any
      person or entity other than the Executive’s immediate family, the Executive’s
      attorney(s) (for purposes of seeking advice concerning this agreement only)
      and
      the Employee’s accountant(s) (for purposes of seeking tax advice only), unless
      compelled to make disclosure by lawful court order or subpoena. 

     


    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    


    8. The
      Executive and the Company have entered into an Invention Assignment and
      Confidentiality Agreement ("Assignment Agreement"). The Executive reaffirms
      his
      obligation to comply with all of the post termination obligations in the
      Assignment Agreement.

     

    9. The
      Executive also agrees that:

     

    · The
      Executive is entering into this agreement knowingly and
      voluntarily;

     

    · The
      Executive has been advised by the Company to consult an attorney;

     

    · As
      set
      forth in Attachment A, the Executive has been given the right to take
[21/45]
      days
      (the "Consideration Period") to consider this agreement; provided, however
      the
      Employee and the Company hereby agree that if there is a dispute as to the
      payment of wages such that the Executive is unable to make the representation
      set forth in Section
      6
      as to
      payment for hours worked (including any overtime bonus or other incentive
      compensation), the Consideration Period shall terminate on the later of the
      natural expiration of the Consideration Period or the date that is one day
      after
      the resolution of all claims regarding wages;

     

    · But
      for
      the Executive's execution of this agreement, the Executive would not otherwise
      be entitled to the payments described in paragraph 2;

     

    · if
      any
      part of this agreement is found to be illegal or invalid, the rest of the
      agreement will be enforceable; and

     

    · this
      agreement has been individually negotiated between the Executive and the Company
      and is not part of a group exit incentive or other group employment termination
      program. The Executive and the Company agree that the sole reason for the
      termination of the Executive’s employment is a business reorganization and
      reduction in force of the Company’s [INSERT DEPARTMENT OR JOB CLASSIFICATION]
      which is occurring on [INSERT DATE]. All individuals who are being terminated
      in
      the [INSERT DATE] reduction in force will be eligible for benefits based upon
      their execution of a release identical to this release. The Executive
      acknowledges by signing this Agreement that the Executive understands that
      the
      Executive is eligible for the benefits which the Executive will receive
      contingent upon the Executive executing this release, because the Executive
      was
      part of this reduction in force. As is more fully set forth in Attachment B,
      this reduction in force will affect [NUMBER AFFECTED] other executives on
      [DATE].


    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    


    10. After
      the
      Executive signs this agreement, the Executive will have 7 days to revoke it.
      If
      the Executive wants to revoke it, the Executive should deliver a written
      revocation to __________ . If the Executive does not revoke it, the Executive
      will receive the payment described in Paragraph 2.

     

    


    
      	 	
              EXECUTIVE:

            	 	
              COMPANY:

            
	 	 	 	 
	 	 	 	
              FORTRESS
                INTERNATIONAL GROUP, INC.

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              Thomas
                P. Rosato CEO

            
	 	 	 	 
	 	
              Date:

            	 	
              Date:

            


    

     

    
      
         

      

      
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    ATTACHMENT
      A

     

    CONSIDERATION
      PERIOD

     

    I,
      Timothy Dec understand that I have the right to take at least [21/45]
      days to
      consider whether to sign this Separation From Employment and Release Agreement,
      which I received on August 6th, 2007. If I elect to sign this Agreement before
      [21/45]
      days
      have passed, I understand I am to sign and date below this paragraph to confirm
      that I knowingly and voluntarily agree to waive the [21/45]-day
      consideration period.

     

    
      	 	 
	 	
              Executive
                Signature

            
	 	 
	 	 
	 	
              Date

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ATTACHMENT
      B

    


    SCHEDULE
      TO SEPARATION FROM EMPLOYMENT AGREEMENT AND RELEASE 

     

    On
      [Date], the employment of the following individuals (identified by job title
      and
      age), who will the [sole] holders of their job title, will be terminated in
      a
      reduction in force:

     

    
      	
              Job
                Title

            	
              Age

            


    

     

     

    


    The
      employment of the following individuals (identified by age), who are the [sole]
      holders of their job title, will not be terminated on [Date] in the reduction
      in
      force.

     

    
      	
              Title

            	
              Age

            


    

    


    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      C

     

    INVENTION
      ASSIGNMENT 

    AND
      CONFIDENTIALITY AGREEMENT


    The
      following confirms an Invention Assignment and Confidentiality Agreement
      ("Agreement") between me and Fortress International Group, a Maryland
      corporation (the "Company," which term includes the Company’s Affiliates,
      subsidiaries and any assigns). The promises and commitments that I make in
      this
      Agreement are a material part of the Company’s consideration in my employment
      relationship with the Company.

     

    
      	
              1.

            	
              I
                understand and agree that my employment by the Company creates a
                duty of
                loyalty and a relationship of confidence and trust between me and
                the
                Company with respect to any information made known to me by the Company
                or
                by any client, customer or vendor of the Company or other person
                who
                submits information to the Company, or which may be learned by me
                during
                the period of my employment.

            


    

     

    
      	
              2.

            	
              I
                recognize that the Company is continuously engaged in activities
                that the
                Company regards as confidential, proprietary and/or legally protectable,
                which activities are at least in part intended to further the interests
                of
                the Company and to provide the Company with a competitive advantage.
                The
                Company possesses and will, in the future, continue to possess information
                that has been or will be created, discovered, developed or otherwise
                becomes known to the Company (including information created by, discovered
                or developed by, or made known to me) during the period of or arising
                out
                of my employment by the Company. I understand that various intellectual
                and other property rights have been assigned or otherwise conveyed
                to the
                Company. All information concerning the above described activities
                and
                information is collectively called "Proprietary Information" under
                this
                Agreement.

            


    

     

    
      	
              3.

            	
              By
                way of illustration, but not limitation, Proprietary Information
                includes:
                trade secrets, processes, formulas, data and know-how; software programs,
                improvements, and inventions; research and development plans, tools
                and
                techniques; new product introduction plans, specifications, requirements
                documents and strategies; manufacturing techniques, strategies and
                costs,
                expenses, supplier information and lists and distribution information;
                terms and conditions in contracts of all kinds; marketing plans,
                strategies and service; support strategies and procedures; development
                schedules; revenue forecasts; computer programs; copyrightable material,
                employee salaries, employee expertise, employee ability levels, training
                programs and procedures, copies of memos or presentations incorporating
                confidential information which I may have in my files (including
                those
                which I authored), patent applications and disclosures and customer
                lists.

            


    

     

    
      	
              4.

            	
              In
                consideration of my employment by the Company and the compensation
                received by me from the Company from time to time, I hereby agree
                as
                follows:

            


    

     


    
      
         

      

      
        -
          1
          -

        
          

        

      

      
         

      

    


    
      	 	
              (a)

            	
              All
                Proprietary Information shall be the sole property of the Company,
                and the
                Company shall be the sole owner of all patents, copyrights, trademarks
                and
                other rights related to Proprietary Information. I hereby assign
                to the
                Company any rights I may have or acquire in Proprietary Information.
                At
                all times, both during and after my employment by the Company, I
                will keep
                in confidence and trust all Proprietary Information, and I will not
                use or
                disclose any Proprietary Information or anything related to it without
                written consent of the Company, except as may be necessary in the
                ordinary
                course of performing my duties to the
                Company.

            


    

     

    
      	 	
              (b)

            	
              All
                documents, records, apparatus, equipment and other physical property,
                whether or not pertaining to Proprietary Information, furnished to
                me by
                the Company or produced by myself or others in connection with employment
                by the Company shall be and remain the sole property of the Company,
                shall
                be used by me solely for the benefit of the Company and shall be
                returned
                to the Company immediately as and when requested by the Company.
                Even if
                the Company does not so request, I shall return and deliver all such
                property to the Company upon termination of my employment by me or
                by the
                Company for any reason. I will not take with me any such property
                or any
                form of copy or reproduction of such property upon my
                termination.

            


    

     

    
      	 	
              (c)

            	
              I
                will promptly disclose to the Company, or any persons designated
                by it,
                all improvements, inventions, formulas, ideas, processes, techniques,
                know-how and data, whether or not patentable, made or conceived or
                reduced
                to practice or learned by me, either alone or jointly with others,
                during
                the period of my employment (all said improvements, inventions, formulas,
                ideas, processes, techniques, know-how and data shall be hereinafter
                collectively call "Inventions").

            


    

     

    
      	 	
              (d)

            	
              I
                agree that all Inventions that I develop or have developed (in whole
                or in
                part, either alone or jointly with others) and (i) use or have used
                equipment, supplies, facilities or trade secret information of the
                Company, or (ii) use or have used the hours for which I am to be
                or was
                compensated by the Company, or (iii) which relate to the business
                of the
                Company or to its actual or demonstrably anticipated research and
                development or (iv) which result, in whole or in part, from work
                performed
                by me for the Company shall be the sole property of the Company and
                its
                assigns, and the Company and its assigns shall be the sole owner
                of all
                patents, copyrights and other rights in connection therewith. I hereby
                assign to the Company any rights I may have or acquire in such Inventions.
                I further agree as to all such inventions and improvements to assist
                the
                Company in every proper way (but at the Company’s expense) to obtain and
                from time to time enforce patents, copyrights or other rights on
                said
                inventions and improvements in any and all countries, and to that
                end I
                will execute all documents in use for applying for and obtaining
                such
                patents and copyrights thereon and enforcing same, as the Company
                may
                desire, together with any assignments thereof to the Company or persons
                designated by it. My obligation to assist the Company in obtaining
                and
                enforcing patents, copyrights or other rights for such inventions
                and
                improvements in any and all countries shall continue beyond the
                termination of my employment, but the Company shall compensate me
                at a
                reasonable rate after such termination for time actually spent by
                me at
                the Company’s request on such
                assistance.

            


    

     


    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    


    
      	 	
              (e)

            	
              In
                the event that the Company is unable for any reason whatsoever to
                secure
                my signature to any lawful and necessary document required to apply
                for or
                execute any patent, copyright or other applications with respect
                to such
                inventions and improvements (including renewals, extensions,
                continuations, divisions or continuations in part thereof), I hereby
                irrevocably designate and appoint the Company and its authorized
                officers
                and agents, as my agents and attorneys-in-fact, this power of attorney
                being coupled with an interest, to act for and in my behalf and instead
                of
                me, to execute and file any such application and to do all other
                lawfully
                permitted acts to further the prosecution and issuance of patents,
                copyrights or other rights thereon with the same legal force and
                effect as
                if executed by me.

            


    

     

    
      	 	
              (f)

            	
              As
                a matter of record, on Attachment
                A,
                I
                have attached a complete list of all inventions or improvements relevant
                to the subject matter of my employment by the Company which have
                been made
                or conceived or first reduced to practice by me alone or jointly
                with
                others prior to my employment with the Company that I desire to remove
                from the operation of this Agreement, and I covenant that such list
                is
                complete. If no such list is signed by me and attached to this Agreement,
                I represent and warrant that I have no such inventions or improvements
                at
                the time of signing this Agreement, and I agree that I will make
                no claim
                against the Company with respect to any such inventions or
                ideas.

            


    

     

    
      	 	
              (g)

            	
              I
                represent that my performance of all the terms of this Agreement
                will not
                breach any agreement to keep in confidence proprietary information
                acquired by me in confidence or in trust prior to my employment by
                the
                Company. I have not entered into, and I agree I will not enter into,
                any
                agreement either written or oral in conflict with this
                Agreement.

            


    

     

    
      	 	
              (h)

            	
              I
                acknowledge that the Company from time to time may be involved in
                government projects of a classified nature. I further acknowledge
                that the
                Company from time to time may have agreements with other persons
                or
                governmental agencies which impose obligations or restrictions on
                the
                Company regarding inventions made during the course of work thereunder
                or
                regarding the confidential nature of such work or information disclosed
                in
                connection therewith. I agree to be bound by all such obligations
                and
                restrictions and to take all action necessary to discharge the obligations
                of the Company thereunder.

            


    

     

    
      	 	
              (i)

            	
              I
                represent and warrant that execution of this Agreement, my employment
                with
                the Company and my performance of my proposed duties to the Company
                in the
                development of its business have not and will not violate any obligations
                which I may have to any former
                employer.

            


    

     


    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    


    
      	 	
              (j)

            	
              I
                agree that at no time during my employment by the Company or thereafter
                shall I make, or cause or assist any other person to make, any statement
                or other communication to any third party which impugns or attacks,
                or is
                otherwise critical of, the reputation, business or character of the
                Company or any of its Affiliates or any of their respective directors,
                officers or employees.

            


    

     

    
      	
              5.

            	
              This
                Agreement shall be effective as of the first day of my employment
                by the
                Company.

            


    

     

    
      	
              6.

            	
              This
                Agreement may not be changed, modified, released, discharged, abandoned
                or
                otherwise amended, in whole or in part, except by an instrument in
                writing, signed by myself and a majority of the members of the
                Board.
                I agree that any subsequent change or changes in my duties, salary
                or
                compensation shall not affect the validity or scope of this
                Agreement.

            


    

     

    
      	
              7.

            	
              I
                acknowledge receipt of this Agreement and agree that with respect
                to the
                subject matter hereof it is my final, complete and exclusive agreement
                with the Company, superseding any previous oral or written
                representations, understanding or agreements with the Company or
                any
                officer or representative with respect to the subject matter
                herein.

            


    

     

    
      	
              8.

            	
              In
                the event that any paragraph or provision of this Agreement shall
                be held
                to be illegal or unenforceable, such paragraph or provision shall
                be
                modified to the extent necessary to give effect to the intent of
                the
                parties or, if necessary, severed from this Agreement and the entire
                Agreement shall not fail on account thereof, but shall otherwise
                remain in
                full force and effect.

            


    

     

    
      	
              9.

            	
              This
                Agreement shall be construed in accordance with the laws of the State
                of
                Maryland without regard to its choice of law
                principles.

            


    

     

    
      	
              10.

            	
              This
                Agreement shall be binding upon me, my heirs, executors, assigns,
                and
                administrators and shall inure to the benefit of the Company, its
                successors and assigns.

            


    

     

    I
      acknowledge that the foregoing restrictions contained in Section
      4
      are
      reasonable in all respects including the scope, duration and geographic
      limitations. I agree that the restrictions are an appropriate means of
      protecting the Company’s legitimate business interests, and no greater than
      necessary to protect the Company’s interests. I acknowledge that these
      restrictions will not unreasonably interfere with my ability to make a
      living.


    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    


    Dated:
      August 6, 2007

    
 

    
      	 	
              By:
                _______________________________

            
	 	
                            
                Executive Signature

            
	 	
                            
                Timothy Dec

            


    


    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    


    


    Accepted
      and Agreed to:

    


    FORTRESS
      INTERNATIONAL GROUP, INC.

    


    


    By:
      _____________________________

    


    Name:
      Thomas P. Rosato

    Title:    CEO

    


    Date:
      ____________________________

    


    
      
         

      

      
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