Unassociated Document


    March
      22,
      2005

     

    Sunrise
      Securities Corp.

    641
      Lexington Avenue

    25th
      Floor

    New
      York,
      New York 10022

     

    Re:         
      Fortress America Acquisition Corporation.

     

    Gentlemen:

     

    This
      letter will confirm the agreement of the undersigned to purchase warrants
      (“Warrants”) of Fortress America Acquisition Corporation (“Company”) included in
      the units (“Units”) being sold in the Company’s initial public offering (“IPO”)
      upon the terms and conditions set forth herein.  Each Unit is comprised of
      one share of Common Stock and two Warrants.  The shares of Common Stock and
      Warrants will not be separately tradable until 90 days after the effective
      date
      of the Company’s IPO unless Sunrise Securities Corp. (“Sunrise”) informs the
      Company of its decision to allow earlier separate trading.

     

    The
      undersigned parties agree that this letter agreement constitutes an irrevocable
      order for Sunrise to purchase for the undersigned’s account within the
      forty-trading day period commencing on the date separate trading of the Warrants
      commences (“Separation Date”) up to an aggregate of 600,000 Warrants at market
      prices not to exceed $0.70 per Warrant (“Maximum Warrant Purchase”). 
Sunrise (or such other broker dealer(s) as Sunrise may assign the order to)
      agrees to fill such order in such amounts and at such times as it may determine,
      in its sole discretion, during the forty-trading day period commencing on the
      Separation Date.  Sunrise further agrees that it will not charge the
      undersigned any fees and/or commissions with respect to such purchase
      obligation. 

     

    The
      undersigned may notify Sunrise that all or part of the Maximum Warrant Purchase
      will be made by an affiliate of the undersigned (or another person or entity
      introduced to Sunrise by the undersigned (a “Designee”)) who (or which) has an
      account at Sunrise and, in such event, Sunrise will make such purchase on behalf
      of said affiliate or Designee; provided, however, that the undersigned hereby
      agrees to make payment of the purchase price of such purchase in the event
      that
      the affiliate or Designee fails to make such payment. 

     

    The
      undersigned agrees that neither he nor any affiliate or Designee shall sell
      or
      transfer the Warrants until the earlier of the consummation of a merger, capital
      stock exchange, asset acquisition or other similar business combination, as
      described in the final prospectus for the Company’s IPO, and acknowledges that,
      at the option of Sunrise, the certificates for such Warrants shall contain
      a
      legend indicating such restriction on transferability. 

     

    
      	 	
              Very
                truly yours,

            
	
               

            	
               

            
	
               

            	
               

            
	 	
              /s/
                C. Thomas McMillen

            	 
	 	
              C.
                Thomas McMillen

            


    

    


    


    
      	 	
              /s/
                Harvey L. Weiss

            	 
	 	
              Harvey
                L. Weiss