Unassociated Document


    GLOBAL
      DEFENSE CORPORATION 

     

    July
      13,
      2005

     

    Global
      Defense Corporation

    4100
      North Fairfax Drive, Suite 1150

    Arlington,
      Virginia 22203-1664 


     

    Gentlemen:
      

     

            This
      letter will confirm our agreement that, commencing on the closing date ("Closing
      Date") of the registration statement for the initial public offering ("IPO")
      of
      the securities of Fortress America Acquisition Corporation ("Company") and
      continuing until the consummation by Company of a "Business Combination" (as
      described in Company's IPO prospectus), Global Defense Corporation shall make
      available to Company certain office and secretarial services as may be required
      by Company from time to time, situated at 4100 North Fairfax Drive, Suite 1150,
      Arlington, Virginia 22203-1664. In exchange therefore, Company shall pay Global
      Defense Corporation the sum of $7,500 per month commencing on the Closing Date
      and continuing monthly thereafter until the consummation of a Business
      Combination. The Company has informed Global Defense Corporation that certain
      net proceeds from the IPO are held in trust (the “Trust Fund”) for the benefit
      of the public stockholders as more fully described in the Company’s IPO
      prospectus. By agreeing and signing below, Global Defense Corporation hereby
      waives any and all rights, interests, claims, demands, damages, actions, causes
      of action or suit of any nature whatsoever, known or unknown, foreseen or
      unforeseen, in law or equity, that Global Defense Corporation may have against
      the Company or the Trust Fund in respect of funds held in the Trust Fund for
      the
      benefit of such public stockholders. This letter shall be governed by the laws
      of the Commonwealth of Virginia, without regard to the conflicts of laws
      provisions thereof. This letter may be executed in one or more counterparts,
      each of which shall be deemed an original, and all of which, when taken
      together, shall be deemed one instrument.

     

    
      	
               

            	
               

            	
              Very
                truly yours,

            
	
               

               

            	
               

               

            	
               

              FORTRESS
                AMERICA ACQUISITION CORPORATION

            
	
               

               

            	
               

               

            	
               

               

            	
               

               

            	
               

               

            
	
               

            	
               

            	
              By:

            	
              
                 

              

            	
               /s/
                Harvey L. Weiss

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Name:

            	
              Harvey
                L. Weiss

            
	
               

            	
               

            	
               

            	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 	 
	
              AGREED
                TO AND ACCEPTED BY:

            	
               

            	
               

            	
               

            
	 	 	 	 
	
              GLOBAL
                DEFENSE CORPORATION

            	
               

            	
               

            	
               

            
	 	 	 	 
	
              By:

            	
               /s/
                C. Thomas McMillen

            	
               

            	
               

            	
               

            
	
               

            	
              Name:  C.
                Thomas McMillen

              Title:    Chairman
                of the Board