Unassociated Document


    
      


       

      


       

      UNIT
        PURCHASE OPTION

       

      FOR
        THE
        PURCHASE OF


       

      700,000
        UNITS


       

      OF


       

      FORTRESS
        AMERICA ACQUISITION CORPORATION 

       


      
        
           

        

        
          i

          
            

          

        

        
           

        

      


      TABLE
        OF
        CONTENTS

       

      
        	 	 	 	 	
                Page

              
	
                1.

              	
                 PURCHASE
                  OPTION.

              	
                1

              
	
                2.

              	
                 EXERCISE.

              	 	
                1

              
	 	
                 2.1

              	
                 Exercise
                  Form

              	
                1

              
	 	
                 2.2

              	
                 Legend

              	 	
                2

              
	 	
                 2.3

              	
                 Cashless
                  Exercise.

              	
                2

              
	 	 	
                 2.3.1

              	
                 Determination
                  of Amount

              	
                2

              
	 	 	
                 2.3.2

              	
                 Mechanics
                  of Cashless Exercise

              	
                2

              
	
                3.

              	
                 TRANSFER.

              	 	
                3

              
	 	
                 3.1

              	
                 General
                  Restrictions

              	
                3

              
	 	
                 3.2

              	
                 Restrictions
                  Imposed by the Act

              	
                3

              
	
                4.

              	
                 NEW
                  PURCHASE OPTIONS TO BE ISSUED.

              	
                3

              
	 	
                 4.1

              	
                 Partial
                  Exercise or Transfer

              	
                3

              
	 	
                 4.2

              	
                 Lost
                  Certificate

              	
                3

              
	
                5.

              	
                 REGISTRATION
                  RIGHTS.

              	
                3

              
	 	
                 5.1

              	
                 Demand
                  Registration.

              	
                3

              
	 	 	
                 5.1.1

              	
                 Grant
                  of Right

              	
                3

              
	 	 	
                 5.1.2

              	
                 Terms

              	
                4

              
	 	
                 5.2

              	
                 “Piggy-Back”
                  Registration.

              	
                4

              
	 	 	
                 5.2.1

              	
                 Grant
                  of Right

              	
                4

              
	 	 	
                 5.2.2

              	
                 Terms

              	
                4

              
	 	
                 5.3

              	
                 Damages

              	
                5

              
	 	
                 5.4

              	
                 General
                  Terms.

              	
                5

              
	 	 	
                 5.4.1

              	
                 Indemnification

              	
                5

              
	 	 	
                 5.4.2

              	
                 Exercise
                  of Purchase Options

              	
                5

              
	 	 	
                 5.4.3

              	
                 Documents
                  Delivered to Holders

              	
                5

              
	 	 	
                 5.4.4

              	
                 Underwriting
                  Agreement

              	
                6

              
	 	 	
                 5.4.5

              	
                 Rule
                  144 Sale

              	
                6

              
	 	 	
                 5.4.6

              	
                 Supplemental
                  Prospectus

              	
                6

              
	
                6.

              	
                 ADJUSTMENTS.

              	
                6

              
	 	
                 6.1

              	
                 Adjustments
                  to Exercise Price and Number of Securities

              	
                6

              
	 	 	
                 6.1.1

              	
                 Stock
                  Dividends - Split-Ups

              	
                6

              
	 	 	
                 6.1.2

              	
                 Aggregation
                  of Shares

              	
                7

              
	 	 	
                 6.1.3

              	
                 Replacement
                  of Securities upon Reorganization, etc

              	
                7

              
	 	 	
                 6.1.4

              	
                 Changes
                  in Form of Purchase Option

              	
                7

              


      

    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

    
      

        
          	 	
                  6.2

                	
                   [Intentionally
                    Omitted].

                	
                  7

                
	 	
                  6.3

                	
                   Substitute
                    Purchase Option

                	
                  7

                
	 	
                  6.4

                	
                   Elimination
                    of Fractional Interests

                	
                  7

                
	
                  7.

                	
                  RESERVATION
                    AND LISTING

                	
                  8

                
	
                  8.

                	
                  CERTAIN
                    NOTICE REQUIREMENTS.

                	
                  8

                
	 	
                  8.1

                	
                   Holder’s
                    Right to Receive Notice

                	
                  8

                
	 	
                  8.2

                	
                   Events
                    Requiring Notice

                	
                  8

                
	 	
                  8.3

                	
                   Notice
                    of Change in Exercise Price

                	
                  8

                
	 	
                  8.4

                	
                   Transmittal
                    of Notices

                	
                  8

                
	
                  9.

                	
                  MISCELLANEOUS.

                	
                  9

                
	 	
                  9.1

                	
                   Amendments

                	
                  9

                
	 	
                  9.2

                	
                   Headings

                	
                  9

                
	
                  10.

                	
                  ENTIRE
                    AGREEMENT

                	
                  9

                
	 	
                  10.1

                	
                   Binding
                    Effect

                	
                  9

                
	 	
                  10.2

                	
                   Governing
                    Law; Submission to Jurisdiction

                	
                  9

                
	 	
                  10.3

                	
                   Waiver,
                    Etc

                	
                  9

                
	 	
                  10.4

                	
                   Execution
                    in Counterparts

                	
                  9

                
	 	
                  10.5

                	
                   Exchange
                    Agreement

                	
                  10

                
	 	
                  10.6

                	
                   Underlying
                    Warrants

                	
                  10

                


        

         

        
          
             

          

          
            iii

            
              

            

          

          
             

          

        

      


      THE
        REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
        THAT
        IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
        PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
        WILL
        NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
        A
        PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
        OTHER
        THAN (I) SUNRISE SECURITIES CORP. (“SUNRISE”) OR AN UNDERWRITER OR A SELECTED
        DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER
        OF SUNRISE OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

       

      THIS
        PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) JULY 12, 2006
        AND
        (II) THE CONSUMMATION BY FORTRESS AMERICA ACQUISITION CORPORATION (“COMPANY”) OF
        A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS
        COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
        REGISTRATION STATEMENT (DEFINED HEREIN)). VOID AFTER 5:00 P.M EASTERN TIME,
        JULY
        11, 2010.

       

      UNIT
        PURCHASE OPTION

       

      FOR
        THE
        PURCHASE OF


       

      700,000
        UNITS


       

      OF


       

      FORTRESS
        AMERICA ACQUISITION CORPORATION

       

      1. Purchase
        Option.

       

      THIS
        CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Sunrise
        Securities Corp. (“Holder”), as registered owner of this Purchase Option, to
        Fortress America Acquisition Corporation (“Company”), Holder is entitled, at any
        time or from time to time upon the later of (i) July 12, 2006 and (ii) the
        consummation of a Business Combination (“Commencement Date”), and at or before
        5:00 p.m., Eastern Time, July 11, 2010 (“Expiration Date”), but not thereafter,
        to subscribe for, purchase and receive, in whole or in part, up to Seven
        Hundred
        Thousand (700,000) units (“Units”) of the Company, each Unit consisting of one
        share of common stock of the Company, par value $.0001 per share (“Common
        Stock”), and two warrants (“Warrant(s)”) expiring four years from the effective
        date (“Effective Date”) of the registration statement (“Registration Statement”)
        pursuant to which Units are offered for sale to the public (“Offering”). Each
        Warrant is the same as the warrants included in the Units being registered
        for
        sale to the public by way of the Registration Statement (“Public Warrants”)
        except that the Warrants have an exercise price of $6.25 per share. If the
        Expiration Date is a day on which banking institutions are authorized by
        law to
        close, then this Purchase Option may be exercised on the next succeeding
        day
        which is not such a day in accordance with the terms herein. During the period
        ending on the Expiration Date, the Company agrees not to take any action
        that
        would terminate the Purchase Option. This Purchase Option is initially
        exercisable at $9.90 per Unit so purchased; provided, however, that upon
        the
        occurrence of any of the events specified in Section 6 hereof, the rights
        granted by this Purchase Option, including the exercise price per Unit and
        the
        number of Units (and shares of Common Stock and Warrants) to be received
        upon
        such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending
        on the context.

       

      2. Exercise.

       

      2.1 Exercise
        Form.
        In
        order to exercise this Purchase Option, the exercise form attached hereto
        must
        be duly executed and completed and delivered to the Company, together with
        this
        Purchase Option and payment of the Exercise Price for the Units being purchased
        payable in cash or by certified check or official bank check. If the
        subscription rights represented hereby shall not be exercised at or before
        5:00
        p.m., Eastern time, on the Expiration Date, this Purchase Option shall become
        and be void without further force or effect, and all rights represented hereby
        shall cease and expire.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      2.2 Legend.
        Each
        certificate for the securities purchased under this Purchase Option shall
        bear a
        legend as follows unless such securities have been registered under the
        Securities Act of 1933, as amended (“Act”):

       

      “The
        securities represented by this certificate have not been registered under
        the
        Securities Act of 1933, as amended (“Act”) or applicable state law. The
        securities may not be offered for sale, sold or otherwise transferred except
        pursuant to an effective registration statement under the Act, or pursuant
        to an
        exemption from registration under the Act and applicable state
        law.”

       

      2.3 Cashless
        Exercise.

       

      2.3.1 Determination
        of Amount.
        In lieu
        of the payment of the Exercise Price multiplied by the number of Units for
        which
        this Purchase Option is exercisable (and in lieu of being entitled to receive
        Common Stock and Warrants) in the manner required by Section 2.1, the Holder
        shall have the right (but not the obligation) to convert any exercisable
        but
        unexercised portion of this Purchase Option into Units (“Conversion Right”) as
        follows: upon exercise of the Conversion Right, the Company shall deliver
        to the
        Holder (without payment by the Holder of any of the Exercise Price in cash)
        that
        number of Units (or that number of shares of Common Stock and Warrants
        comprising that number of Units) equal to the quotient obtained by dividing
        (x)
        the “Value” (as defined below) of the portion of the Purchase Option being
        converted by (y) the Current Market Value (as defined below). The “Value” of the
        portion of the Purchase Option being converted shall equal the remainder
        derived
        from subtracting (a) (i) the Exercise Price multiplied by (ii) the number
        of
        Units underlying the portion of this Purchase Option being converted from
        (b)
        the Current Market Value of a Unit multiplied by the number of Units underlying
        the portion of the Purchase Option being converted. As used herein, the term
        “Current Market Value” per Unit at any date means (A) in the event that neither
        the Units nor Warrants are still trading, the remainder derived from subtracting
        (x) the exercise price of the Warrants multiplied by the number of shares
        of
        Common Stock issuable upon exercise of the Warrants underlying one Unit from
        (y)
        (i) the Current Market Price of the Common Stock multiplied by (ii) the number
        of shares of Common Stock underlying one Unit, which shall include the shares
        of
        Common Stock underlying the Warrants included in such Unit; (B) in the event
        that the Units, Common Stock and Warrants are still trading, (i) if the Units
        are listed on a national securities exchange or quoted on the Nasdaq National
        Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such
        as
        the Bulletin Board Exchange), the last sale price of the Units in the principal
        trading market for the Units as reported by the exchange, Nasdaq or the NASD,
        as
        the case may be, on the last trading day preceding the date in question;
        or (ii)
        if the Units are not listed on a national securities exchange or quoted on
        the
        Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board
        (or successor exchange), but is traded in the residual over-the-counter market,
        the closing bid price for Units on the last trading day preceding the date
        in
        question for which such quotations are reported by the Pink Sheets, LLC or
        similar publisher of such quotations; and (C) in the event that the Units
        are
        not still trading but the Common Stock and Warrants underlying the Units
        are
        still trading, the Current Market Price of the Common Stock plus the product
        of
        (x) the Current Market Price of the Warrants and (y) the number of shares
        of
        Common Stock underlying the Warrants included in one Unit. The
        "Current Market Price" shall mean (i) if the Common Stock (or Warrants, as
        the
        case may be) is listed on a national securities exchange or quoted on the
        Nasdaq
        National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor
        such as the Bulletin Board Exchange), the last sale price of the Common Stock
        (or Warrants) in the principal trading market for the Common Stock as reported
        by the exchange, Nasdaq or the NASD, as the case may be, on the last trading
        day
        preceding the date in question; (ii) if the Common Stock (or Warrants, as
        the
        case may be) is not listed on a national securities exchange or quoted on
        the
        Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board
        (or successor exchange), but is traded in the residual over-the-counter market,
        the closing bid price for the Common Stock (or Warrants) on the last trading
        day
        preceding the date in question for which such quotations are reported by
        the
        Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the
        fair
        market value of the Common Stock cannot be determined pursuant to clause
        (i) or
        (ii) above, such price as the Board of Directors of the Company shall determine,
        in good faith.

       

      2.3.2 Mechanics
        of Cashless Exercise.
        The
        Cashless Exercise Right may be exercised by the Holder on any business day
        on or
        after the Commencement Date and not later than the Expiration Date by delivering
        the Purchase Option with the duly executed exercise form attached hereto
        with
        the cashless exercise section completed to the Company, exercising the Cashless
        Exercise Right and specifying the total number of Units the Holder will purchase
        pursuant to such Cashless Exercise Right.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      3. Transfer.

       

      3.1 General
        Restrictions.
        The
        registered Holder of this Purchase Option, by its acceptance hereof, agrees
        that
        it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
        for a period of one year following the Effective Date to anyone other than
        (i)
        Sunrise or an underwriter or a selected dealer in connection with the Offering,
        or (ii) a bona fide officer or partner of Sunrise or of any such underwriter
        or
        selected dealer. On and after the first anniversary of the Effective Date,
        transfers to others may be made subject to compliance with or exemptions
        from
        applicable securities laws. In order to make any permitted assignment, the
        Holder must deliver to the Company the assignment form attached hereto duly
        executed and completed, together with the Purchase Option and payment of
        all
        transfer taxes, if any, payable in connection therewith. The Company shall
        within five business days transfer this Purchase Option on the books of the
        Company and shall execute and deliver a new Purchase Option or Purchase Options
        of like tenor to the appropriate assignee(s) expressly evidencing the right
        to
        purchase the aggregate number of Units purchasable hereunder or such portion
        of
        such number as shall be contemplated by any such assignment.

       

      3.2 Restrictions
        Imposed by the Act.
        The
        securities evidenced by this Purchase Option shall not be transferred unless
        and
        until (i) the Company has received the opinion of counsel for the Holder
        that
        the securities may be transferred pursuant to an exemption from registration
        under the Act and applicable state securities laws, the availability of which
        is
        established to the reasonable satisfaction of the Company (the Company hereby
        agreeing that the opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
        (“Mintz Levin”) shall be deemed satisfactory evidence of the availability of an
        exemption), or (ii) a registration statement or a post-effective amendment
        to
        the Registration Statement relating to such securities has been filed by
        the
        Company and declared effective by the Securities and Exchange Commission
        and
        compliance with applicable state securities law has been
        established.

       

      4. New
        Purchase Options to be Issued.

       

      4.1 Partial
        Exercise or Transfer.
        Subject
        to the restrictions in Section 3 hereof, this Purchase Option may be exercised
        or assigned in whole or in part. In the event of the exercise or assignment
        hereof in part only, upon surrender of this Purchase Option for cancellation,
        together with the duly executed exercise or assignment form and funds sufficient
        to pay any Exercise Price and/or transfer tax, the Company shall cause to
        be
        delivered to the Holder without charge a new Purchase Option of like tenor
        to
        this Purchase Option in the name of the Holder evidencing the right of the
        Holder to purchase the number of Units purchasable hereunder as to which
        this
        Purchase Option has not been exercised or assigned.

       

      4.2 Lost
        Certificate.
        Upon
        receipt by the Company of evidence satisfactory to it of the loss, theft,
        destruction or mutilation of this Purchase Option and of reasonably satisfactory
        indemnification or the posting of a bond, the Company shall execute and deliver
        a new Purchase Option of like tenor and date. Any such new Purchase Option
        executed and delivered as a result of such loss, theft, mutilation or
        destruction shall constitute a substitute contractual obligation on the part
        of
        the Company.

       

      5. Registration
        Rights.

       

      5.1 Demand
        Registration.

       

      5.1.1 Grant
        of Right.
        The
        Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at
        least 51% of the Purchase Options and/or the underlying Units and/or the
        underlying securities (“Majority Holders”), agrees to register on one occasion,
        all or any portion of the Purchase Options requested by the Majority Holders
        in
        the Initial Demand Notice and all of the securities underlying such Purchase
        Options, including the Units, Common Stock, the Warrants and the Common Stock
        underlying the Warrants (collectively, the “Registrable Securities”). On such
        occasion, the Company will file a registration statement or a post-effective
        amendment to the Registration Statement covering the Registrable Securities
        within sixty days after receipt of the Initial Demand Notice and use its
        best
        efforts to have such registration statement or post-effective amendment declared
        effective as soon as possible thereafter. The demand for registration may
        be
        made at any time during a period of five years beginning on the Effective
        Date.
        The Company covenants and agrees to give written notice of its receipt of
        any
        Initial Demand Notice by any Holder(s) to all other registered Holders of
        the
        Purchase Options and/or the Registrable Securities within ten days from the
        date
        of the receipt of any such Initial Demand Notice.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      5.1.2 Terms.
        The
        Company shall bear all fees and expenses attendant to registering the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities, but the Holders shall pay any and all underwriting commissions,
        discounts and transfer taxes, if any. The Company agrees to use its reasonable
        best efforts to qualify or register the Registrable Securities in such States
        as
        are reasonably requested by the Majority Holder(s); provided, however, that
        in
        no event shall the Company be required to register the Registrable Securities
        in
        a State in which such registration would cause (i) the Company to be obligated
        to qualify to do business in such State, or would subject the Company to
        taxation as a foreign corporation doing business in such jurisdiction or
        (ii)
        the principal stockholders of the Company to be obligated to escrow their
        shares
        of capital stock of the Company. The Company shall cause any registration
        statement or post-effective amendment filed pursuant to the demand rights
        granted under Section 5.1.1 to remain effective for a period of twelve
        consecutive months from the effective date of such registration statement
        or
        post-effective amendment.

       

      5.2 “Piggy-Back”
        Registration.

       

      5.2.1 Grant
        of Right.
        In
        addition to the demand right of registration, the Holders of the Purchase
        Options shall have the right for a period of seven years commencing on the
        Effective Date, to include the Registrable Securities as part of any other
        registration of securities filed by the Company (other than in connection
        with a
        transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
        to
        Form S-8); provided, however, that if, in the written opinion of the Company’s
        managing underwriter or underwriters, if any, for such offering, the inclusion
        of the Registrable Securities, when added to the securities being registered
        by
        the Company or the selling stockholder(s), will exceed the maximum amount
        of the
        Company’s securities (“Maximum Number of Shares”) which can be marketed (i) at a
        price reasonably related to their then current market value, and (ii) without
        materially and adversely affecting the entire offering, then the Company
        shall
        include in any such registration: (a)
        If
        the registration is undertaken for the Company's account: (A) first, the
        shares
        of Common Stock or other securities that the Company desires to sell that
        can be
        sold without exceeding the Maximum Number of Shares; (B) second, to the extent
        that the Maximum Number of Shares has not been reached under the foregoing
        clause (A), the shares of Common Stock, if any, including the Registrable
        Securities, as to which registration has been requested pursuant to written
        contractual piggy-back registration rights of security holders (pro rata
        in
        accordance with the number of shares of Common Stock which each such person
        has
        actually requested to be included in such registration, regardless of the
        number
        of shares of Common Stock with respect to which such persons have the right
        to
        request such inclusion) that can be sold without exceeding the Maximum Number
        of
        Shares; and (b) If the registration is a "demand" registration undertaken
        at the
        demand of persons other than the holders of Registrable Securities pursuant
        to
        written contractual arrangements with such persons, (A)first, the shares
        of
        Common Stock for the account of the demanding persons that can be sold without
        exceeding the Maximum Number of Shares; (B) second, to the extent that the
        Maximum Number of Shares has not been reached under the foregoing clause
        (A),
        the shares of Common Stock or other securities that the Company desires to
        sell
        that can be sold without exceeding the Maximum Number of Shares; and (C)
        third,
        to the extent that the Maximum Number of Shares has not been reached under
        the
        foregoing clauses (A) and (B), the Registrable Securities as to which
        registration has been requested under this Section 5.2 (pro rata in accordance
        with the number of shares of Registrable Securities held by each such holder);
        and (D) fourth, to the extent that the Maximum Number of Shares has not been
        reached under the foregoing clauses (A), (B) and (C), the shares of Common
        Stock, if any, as to which registration has been requested pursuant to written
        contractual piggy-back registration rights which other shareholders desire
        to
        sell that can be sold without exceeding the Maximum Number of
        Shares.

       

      5.2.2 Terms.
        The
        Company shall bear all fees and expenses attendant to registering the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities but the Holders shall pay any and all underwriting commissions,
        discounts and transfer taxes, if any, related to the Registrable Securities.
        In
        the event of such a proposed registration, the Company shall furnish the
        then
        Holders of outstanding Registrable Securities with not less than fifteen
        days
        written notice prior to the proposed date of filing of such registration
        statement. Such notice to the Holders shall continue to be given for each
        applicable registration statement filed (during the period in which the Purchase
        Option is exercisable) by the Company until such time as all of the Registrable
        Securities have been registered and sold. The holders of the Registrable
        Securities shall exercise the “piggy-back” rights provided for herein by giving
        written notice, within ten days of the receipt of the Company’s notice of its
        intention to file a registration statement. The Company shall cause any
        registration statement filed pursuant to the above “piggyback” rights to remain
        effective for at least nine months from the date that the Holders of the
        Registrable Securities are first given the opportunity to sell all of such
        securities.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      5.3 Damages.
        Should
        the registration or the effectiveness thereof required by Sections 5.1 and
        5.2
        hereof be delayed by the Company or the Company otherwise fails to comply
        with
        such provisions, the Company shall, in addition to any other equitable or
        other
        relief available to the Holder(s), be liable for any and all incidental,
        special
        and consequential damages sustained by the Holder(s), including, but not
        limited
        to, the loss of any profits that might have been received by the holder upon
        the
        sale of shares of Common Stock or Warrants (and shares of Common Stock
        underlying the Warrants) underlying this Purchase Option.

       

      5.4 General
        Terms.

       

      5.4.1 Indemnification.
        The
        Company shall indemnify the Holder(s) of the Registrable Securities to be
        sold
        pursuant to any registration statement hereunder and each person, if any,
        who
        controls such Holders within the meaning of Section 15 of the Act or Section
        20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
        against all loss, claim, damage, expense or liability (including all reasonable
        attorneys’ fees and other expenses reasonably incurred in investigating,
        preparing or defending against litigation, commenced or threatened, or any
        claim
        whatsoever whether arising out of any action between the underwriter and
        the
        Company or between the underwriter and any third party or otherwise) to which
        any of them may become subject under the Act, the Exchange Act or otherwise,
        arising from such registration statement but only to the same extent and
        with
        the same effect as the provisions pursuant to which the Company has agreed
        to
        indemnify the underwriters contained in Section 5 of the Underwriting Agreement
        between the Company, Sunrise and the other underwriters named therein dated
        the
        Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
        to such registration statement, and their successors and assigns, shall
        severally, and not jointly, indemnify the Company, its officers and directors
        and each person, if any, who controls the Company within the meaning of Section
        15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
        damage, expense or liability (including all reasonable attorneys’ fees and other
        expenses reasonably incurred in investigating, preparing or defending against
        any claim whatsoever) to which they may become subject under the Act, the
        Exchange Act or otherwise, arising from information furnished by or on behalf
        of
        such Holders, or their successors or assigns, in writing, for specific inclusion
        in such registration statement to the same extent and with the same effect
        as
        the provisions contained in Section 5 of the Underwriting Agreement pursuant
        to
        which the underwriters have agreed to indemnify the Company.

       

      5.4.2 Exercise
        of Purchase Options.
        Nothing
        contained in this Purchase Option shall be construed as requiring the Holder(s)
        to exercise their Purchase Options or Warrants underlying such Purchase Options
        prior to or after the initial filing of any registration statement or the
        effectiveness thereof.

       

      5.4.3 Documents
        Delivered to Holders.
        The
        Company shall furnish Sunrise, as representative of the Holders participating
        in
        any of the foregoing offerings, a signed counterpart, addressed to the
        participating Holders, of (i) an opinion of counsel to the Company, dated
        the
        effective date of such registration statement (and, if such registration
        includes an underwritten public offering, an opinion dated the date of the
        closing under any underwriting agreement related thereto), and (ii) a “cold
        comfort” letter dated the effective date of such registration statement (and, if
        such registration includes an underwritten public offering, a letter dated
        the
        date of the closing under the underwriting agreement) signed by the independent
        public accountants who have issued a report on the Company’s financial
        statements included in such registration statement, in each case covering
        substantially the same matters with respect to such registration statement
        (and
        the prospectus included therein) and, in the case of such accountants’ letter,
        with respect to events subsequent to the date of such financial statements,
        as
        are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
        securities. The Company shall also deliver promptly to Sunrise, as
        representative of the Holders participating in the offering, the correspondence
        and memoranda described below and copies of all correspondence between the
        Commission and the Company, its counsel or auditors and all memoranda relating
        to discussions with the Commission or its staff with respect to the registration
        statement and permit Sunrise, as representative of the Holders, to do such
        investigation, upon reasonable advance notice, with respect to information
        contained in or omitted from the registration statement as it deems reasonably
        necessary to comply with applicable securities laws or rules of the National
        Association of Securities Dealers, Inc (“NASD”). Such investigation shall
        include access to books, records and properties and opportunities to discuss
        the
        business of the Company with its officers and independent auditors, all to
        such
        reasonable extent and at such reasonable times and as often as Sunrise, as
        representative of the Holders, shall reasonably request. The Company shall
        not
        be required to disclose any confidential information or other records to
        Sunrise, as representative of the Holders, or to any other person, until
        and
        unless such persons shall have entered into reasonable confidentiality
        agreements (in form and substance reasonably satisfactory to the Company),
        with
        the Company with respect thereto.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      5.4.4 Underwriting
        Agreement.
        The
        Company shall enter into an underwriting agreement with the managing
        underwriter(s), if any, selected by any Holders whose Registrable Securities
        are
        being registered pursuant to this Section 5, which managing underwriter shall
        be
        reasonably acceptable to the Company. Such agreement shall be reasonably
        satisfactory in form and substance to the Company, each Holder and such managing
        underwriters, and shall contain such representations, warranties and covenants
        by the Company and such other terms as are customarily contained in agreements
        of that type used by the managing underwriter. The Holders shall be parties
        to
        any underwriting agreement relating to an underwritten sale of their Registrable
        Securities and may, at their option, require that any or all the
        representations, warranties and covenants of the Company to or for the benefit
        of such underwriters shall also be made to and for the benefit of such Holders.
        Such Holders shall not be required to make any representations or warranties
        to
        or agreements with the Company or the underwriters except as they may relate
        to
        such Holders and their intended methods of distribution. Such Holders, however,
        shall agree to such covenants and indemnification and contribution obligations
        for selling stockholders as are customarily contained in agreements of that
        type
        used by the managing underwriter. Further, such Holders shall execute
        appropriate custody agreements and otherwise cooperate fully in the preparation
        of the registration statement and other documents relating to any offering
        in
        which they include securities pursuant to this Section 5. Each Holder shall
        also
        furnish to the Company such information regarding itself, the Registrable
        Securities held by it, and the intended method of disposition of such securities
        as shall be reasonably required to effect the registration of the Registrable
        Securities.

       

      5.4.5 Rule
        144 Sale.
        Notwithstanding anything contained in this Section 5 to the contrary, the
        Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
        registration of Registrable Securities held by any Holder (i) where such
        Holder
        would then be entitled to sell under Rule 144 within any three-month period
        (or
        such other period prescribed under Rule 144 as may be provided by amendment
        thereof) all of the Registrable Securities then held by such Holder, and
        (ii)
        where the number of Registrable Securities held by such Holder is within
        the
        volume limitations under paragraph (e) of Rule 144 (calculated as if such
        Holder
        were an affiliate within the meaning of Rule 144).

       

      5.4.6 Supplemental
        Prospectus.
        Each
        Holder agrees, that upon receipt of any notice from the Company of the happening
        of any event as a result of which the prospectus included in the Registration
        Statement, as then in effect, includes an untrue statement of a material
        fact or
        omits to state a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading in light of the circumstances
        then
        existing, such Holder will immediately discontinue disposition of Registrable
        Securities pursuant to the Registration Statement covering such Registrable
        Securities until such Holder’s receipt of the copies of a supplemental or
        amended prospectus, and, if so desired by the Company, such Holder shall
        deliver
        to the Company (at the expense of the Company) or destroy (and deliver to
        the
        Company a certificate of such destruction) all copies, other than permanent
        file
        copies then in such Holder’s possession, of the prospectus covering such
        Registrable Securities current at the time of receipt of such
        notice.

       

      6. Adjustments.

       

      6.1 Adjustments
        to Exercise Price and Number of Securities.
        The
        Exercise Price and the number of Units underlying the Purchase Option shall
        be
        subject to adjustment from time to time as hereinafter set forth:

       

      6.1.1 Stock
        Dividends - Split-Ups.
        If
        after the date hereof, and subject to the provisions of Section 6.4 below,
        the
        number of outstanding shares of Common Stock is increased by a stock dividend
        payable in shares of Common Stock or by a split-up of shares of Common Stock
        or
        other similar event, then, on the effective date thereof, the number of shares
        of Common Stock underlying each of the Units purchasable hereunder shall
        be
        increased in proportion to such increase in outstanding shares. In such case,
        the number of shares of Common Stock, and the exercise price applicable thereto,
        underlying the Warrants underlying each of the Units purchasable hereunder
        shall
        be adjusted in accordance with the terms of the Warrants. For example, if
        the
        Company declares a two-for-one stock dividend and at the time of such dividend
        this Purchase Option is for the purchase of one Unit at $6.60 per whole Unit
        (each Warrant underlying the Units is exercisable for $5.00 per share), upon
        effectiveness of the dividend, this Purchase Option will be adjusted to allow
        for the purchase of one Unit at $6.60 per Unit, each Unit entitling the holder
        to receive two shares of Common Stock and four Warrants (each Warrant
        exercisable for $2.50 per share).

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      6.1.2 Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 6.4, the
        number
        of outstanding shares of Common Stock is decreased by a consolidation,
        combination or reclassification of shares of Common Stock or other similar
        event, then, on the effective date thereof, the number of shares of Common
        Stock
        underlying each of the Units purchasable hereunder shall be decreased in
        proportion to such decrease in outstanding shares. In such case, the number
        of
        shares of Common Stock, and the exercise price applicable thereto, underlying
        the Warrants underlying each of the Units purchasable hereunder shall be
        adjusted in accordance with the terms of the Warrants.

       

      6.1.3 Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
        solely affects the par value of such shares of Common Stock, or in the case
        of
        any merger or consolidation of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the property of the Company
        as an
        entirety or substantially as an entirety in connection with which the Company
        is
        dissolved, the Holder of this Purchase Option shall have the right thereafter
        (until the expiration of the right of exercise of this Purchase Option) to
        receive upon the exercise hereof, for the same aggregate Exercise Price payable
        hereunder immediately prior to such event, the kind and amount of shares
        of
        stock or other securities or property (including cash) receivable upon such
        reclassification, reorganization, merger or consolidation, or upon a dissolution
        following any such sale or transfer, by a Holder of the number of shares
        of
        Common Stock of the Company obtainable upon exercise of this Purchase Option
        and
        the underlying Warrants immediately prior to such event; and if any
        reclassification also results in a change in shares of Common Stock covered
        by
        Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
        6.1.1, 6.1.2 and this Section 6.1.3 The provisions of this Section 6.1.3
        shall
        similarly apply to successive reclassifications, reorganizations, mergers
        or
        consolidations, sales or other transfers.

       

      6.1.4 Changes
        in Form of Purchase Option.
        This
        form of Purchase Option need not be changed because of any change pursuant
        to
        this Section, and Purchase Options issued after such change may state the
        same
        Exercise Price and the same number of Units as are stated in the Purchase
        Options initially issued pursuant to this Agreement. The acceptance by any
        Holder of the issuance of new Purchase Options reflecting a required or
        permissive change shall not be deemed to waive any rights to an adjustment
        occurring after the Commencement Date or the computation thereof.

       

      6.2 [Intentionally
        Omitted].

       

      6.3 Substitute
        Purchase Option.
        In case
        of any consolidation of the Company with, or merger of the Company with,
        or
        merger of the Company into, another corporation (other than a consolidation
        or
        merger which does not result in any reclassification or change of the
        outstanding Common Stock), the corporation formed by such consolidation or
        merger shall execute and deliver to the Holder a supplemental Purchase Option
        providing that the holder of each Purchase Option then outstanding or to
        be
        outstanding shall have the right thereafter (until the stated expiration
        of such
        Purchase Option) to receive, upon exercise of such Purchase Option, the kind
        and
        amount of shares of stock and other securities and property receivable upon
        such
        consolidation or merger, by a holder of the number of shares of Common Stock
        of
        the Company for which such Purchase Option might have been exercised immediately
        prior to such consolidation, merger, sale or transfer. Such supplemental
        Purchase Option shall provide for adjustments which shall be identical to
        the
        adjustments provided in Section 6. The above provision of this Section shall
        similarly apply to successive consolidations or mergers.

       

      6.4 Elimination
        of Fractional Interests.
        The
        Company shall not be required to issue certificates representing fractions
        of
        shares of Common Stock or Warrants upon the exercise of the Purchase Option,
        nor
        shall it be required to issue scrip or pay cash in lieu of any fractional
        interests, it being the intent of the parties that all fractional interests
        shall be eliminated by rounding any fraction up to the nearest whole number
        of
        Warrants, shares of Common Stock or other securities, properties or
        rights.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      7. Reservation
        and Listing.
        The
        Company shall at all times reserve and keep available out of its authorized
        shares of Common Stock, solely for the purpose of issuance upon exercise
        of the
        Purchase Options or the Warrants underlying the Purchase Option, such number
        of
        shares of Common Stock or other securities, properties or rights as shall
        be
        issuable upon the exercise thereof. The Company covenants and agrees that,
        upon
        exercise of the Purchase Options and payment of the Exercise Price therefor,
        all
        shares of Common Stock and other securities issuable upon such exercise shall
        be
        duly and validly issued, fully paid and non-assessable and not subject to
        preemptive rights of any stockholder. The Company further covenants and agrees
        that upon exercise of the Warrants underlying the Purchase Options and payment
        of the respective Warrant exercise price therefor, all shares of Common Stock
        and other securities issuable upon such exercise shall be duly and validly
        issued, fully paid and non-assessable and not subject to preemptive rights
        of
        any stockholder. As long as the Purchase Options shall be outstanding, the
        Company shall use its best efforts to cause all (i) Units and shares of Common
        Stock issuable upon exercise of the Purchase Options, (iii) Warrants issuable
        upon exercise of the Purchase Options and (iv) shares of Common Stock issuable
        upon exercise of the Warrants included in the Units issuable upon exercise
        of
        the Purchase Option to be listed (subject to official notice of issuance)
        on all
        securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
        Market, OTC Bulletin Board or any successor trading market) on which the
        Units,
        the Common Stock or the Public Warrants issued to the public in connection
        herewith may then be listed and/or quoted.

       

      8. Certain
        Notice Requirements.

       

      8.1 Holder’s
        Right to Receive Notice.
        Nothing
        herein shall be construed as conferring upon the Holders the right to vote
        or
        consent as a stockholder for the election of directors or any other matter,
        or
        as having any rights whatsoever as a stockholder of the Company. If, however,
        at
        any time prior to the expiration of the Purchase Options and their exercise,
        any
        of the events described in Section 8.2 shall occur, then, in one or more
        of said
        events, the Company shall give written notice of such event at least fifteen
        days prior to the date fixed as a record date or the date of closing the
        transfer books for the determination of the stockholders entitled to such
        dividend, distribution, conversion or exchange of securities or subscription
        rights, or entitled to vote on such proposed dissolution, liquidation, winding
        up or sale. Such notice shall specify such record date or the date of the
        closing of the transfer books, as the case may be. Notwithstanding the
        foregoing, the Company shall deliver to each Holder a copy of each notice
        given
        to the other stockholders of the Company at the same time and in the same
        manner
        that such notice is given to the stockholders.

       

      8.2 Events
        Requiring Notice.
        The
        Company shall be required to give the notice described in this Section 8
        upon
        one or more of the following events: (i) if the Company shall take a record
        of
        the holders of its shares of Common Stock for the purpose of entitling them
        to
        receive a dividend or distribution payable otherwise than in cash, or a cash
        dividend or distribution payable otherwise than out of retained earnings,
        as
        indicated by the accounting treatment of such dividend or distribution on
        the
        books of the Company, or (ii) the Company shall offer to all the holders
        of its
        Common Stock any additional shares of capital stock of the Company or securities
        convertible into or exchangeable for shares of capital stock of the Company,
        or
        any option, right or warrant to subscribe therefor, or (iii) a dissolution,
        liquidation or winding up of the Company (other than in connection with a
        consolidation or merger) or a sale of all or substantially all of its property,
        assets and business shall be proposed.

       

      8.3 Notice
        of Change in Exercise Price.
        The
        Company shall, promptly after an event requiring a change in the Exercise
        Price
        pursuant to Section 6 hereof, send notice to the Holders of such event and
        change (“Price Notice”). The Price Notice shall describe the event causing the
        change and the method of calculating same and shall be certified as being
        true
        and accurate by the Company’s President and Chief Financial
        Officer.

       

      8.4 Transmittal
        of Notices.
        All
        notices, requests, consents and other communications under this Purchase
        Option
        shall be in writing and shall be deemed to have been duly made when hand
        delivered, or mailed by express mail or private courier service: (i) If to
        the
        registered Holder of the Purchase Option, to the address of such Holder as
        shown
        on the books of the Company, or (ii) if to the Company, to the following
        address
        or to such other address as the Company may designate by notice to the
        Holders:

       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      Fortress
        America Acquisition Corporation

      3
        Bethesda Metro Center, Suite 700

      Bethesda,
        MD 20814 

      Attn:
        C.
        Thomas McMillen, Chairman

       

      9. Miscellaneous.

       

      9.1 Amendments.
        The
        Company and Sunrise may from time to time supplement or amend this Purchase
        Option without the approval of any of the Holders in order to cure any
        ambiguity, to correct or supplement any provision contained herein that may
        be
        defective or inconsistent with any other provisions herein, or to make any
        other
        provisions in regard to matters or questions arising hereunder that the Company
        and Sunrise may deem necessary or desirable and that the Company and Sunrise
        deem shall not adversely affect the interest of the Holders. All other
        modifications or amendments shall require the written consent of and be signed
        by the party against whom enforcement of the modification or amendment is
        sought.

       

      9.2 Headings.
        The
        headings contained herein are for the sole purpose of convenience of reference,
        and shall not in any way limit or affect the meaning or interpretation of
        any of
        the terms or provisions of this Purchase Option.

       

      10. Entire
        Agreement.
        This
        Purchase Option (together with the other agreements and documents being
        delivered pursuant to or in connection with this Purchase Option) constitutes
        the entire agreement of the parties hereto with respect to the subject matter
        hereof, and supersedes all prior agreements and understandings of the parties,
        oral and written, with respect to the subject matter hereof.

       

      10.1 Binding
        Effect.
        This
        Purchase Option shall inure solely to the benefit of and shall be binding
        upon,
        the Holder and the Company and their permitted assignees, respective successors,
        legal representative and assigns, and no other person shall have or be construed
        to have any legal or equitable right, remedy or claim under or in respect
        of or
        by virtue of this Purchase Option or any provisions herein
        contained.

       

      10.2 Governing
        Law; Submission to Jurisdiction.
        This
        Purchase Option shall be governed by and construed and enforced in accordance
        with the laws of the State of New York, without giving effect to conflict
        of
        laws. The Company hereby agrees that any action, proceeding or claim against
        it
        arising out of, or relating in any way to this Purchase Option shall be brought
        and enforced in the courts of the State of New York or of the United States
        of
        America for the Southern District of New York, and irrevocably submits to
        such
        jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
        any objection to such exclusive jurisdiction and that such courts represent
        an
        inconvenient forum. Any process or summons to be served upon the Company
        may be
        served by transmitting a copy thereof by registered or certified mail, return
        receipt requested, postage prepaid, addressed to it at the address set forth
        in
        Section 8 hereof. Such mailing shall be deemed personal service and shall
        be
        legal and binding upon the Company in any action, proceeding or claim. The
        Company and the Holder agree that the prevailing party(ies) in any such action
        shall be entitled to recover from the other party(ies) all of its reasonable
        attorneys’ fees and expenses relating to such action or proceeding and/or
        incurred in connection with the preparation therefor.

       

      10.3 Waiver,
        Etc.
        The
        failure of the Company or the Holder to at any time enforce any of the
        provisions of this Purchase Option shall not be deemed or construed to be
        a
        waiver of any such provision, nor to in any way affect the validity of this
        Purchase Option or any provision hereof or the right of the Company or any
        Holder to thereafter enforce each and every provision of this Purchase Option.
        No waiver of any breach, non-compliance or non-fulfillment of any of the
        provisions of this Purchase Option shall be effective unless set forth in
        a
        written instrument executed by the party or parties against whom or which
        enforcement of such waiver is sought; and no waiver of any such breach,
        non-compliance
        or non-fulfillment shall be construed or deemed to be a waiver of any other
        or
        subsequent breach, non-compliance or non-fulfillment.

       

      10.4 Execution
        in Counterparts.
        This
        Purchase Option may be executed in one or more counterparts, and by the
        different parties hereto in separate counterparts, each of which shall be
        deemed
        to be an original, but all of which taken together shall constitute one and
        the
        same agreement, and shall become effective when one or more counterparts
        has
        been signed by each of the parties hereto and delivered to each of the other
        parties hereto.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      10.5 Exchange
        Agreement.
        As a
        condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
        agrees that, at any time prior to the complete exercise of this Purchase
        Option
        by Holder, if the Company and Sunrise enter into an agreement (“Exchange
        Agreement”) pursuant to which they agree that all outstanding Purchase Options
        will be exchanged for securities or cash or a combination of both, then Holder
        shall agree to such exchange and become a party to the Exchange
        Agreement.

       

      10.6 Underlying
        Warrants.
        At any
        time after exercise by the Holder of this Purchase Option, the Holder may
        exchange his Warrants (with a $6.25 exercise price) for Public Warrants (with
        a
        $5.00 exercise price) upon payment to the Company of the difference between
        the
        exercise price of his Warrant and the exercise price of the Public
        Warrants.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Purchase Option to be signed
        by its
        duly authorized officer as of the 13th day of July, 2005.

       

      
        	 	 	 
	 	FORTRESS
                AMERICA
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ C.
                Thomas
                McMillen
	 	
                
                  

                

                Name: C.
                  Thomas McMillen

                Title:   Chairman
                  of the Board

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        Form
          to
          be used to exercise Purchase Option:

         

        Fortress
          America Acquisition Corporation

        3
          Bethesda Metro Center, Suite 700

        Bethesda,
          MD 20814 

         

         

        Date:_________________,
          200__

         

        The
          undersigned hereby elects irrevocably to exercise all or a portion of the
          within
          Purchase Option and to purchase ____ Units of Fortress America Acquisition
          Corporation and hereby makes payment of $____________ (at the rate of $_________
          per Unit) in payment of the Exercise Price pursuant thereto. Please issue
          the
          Common Stock and Warrants as to which this Purchase Option is exercised
          in
          accordance with the instructions given below.

         

        or

         

        The
          undersigned hereby elects irrevocably to convert its right to purchase
          _________
          Units purchasable under the within Purchase Option by surrender of the
          unexercised portion of the attached Purchase Option (with a “Value” based of
          $_______ based on a “Market Price” of $_______). Please issue the securities
          comprising the Units as to which this Purchase Option is exercised in accordance
          with the instructions given below.

         

        
          	 	 
	 	
                
	 	
                  
                    
 Signature

                
	 	 
	 	 
	 	
                  
                    

                  

                  Signature
                    Guaranteed 

                


        

         

        INSTRUCTIONS
          FOR REGISTRATION OF SECURITIES

         

        
          	
                  Name___________________________________________________ 

                	 
	
                  (Print
                    in Block Letters)

                	 
	 	 
	Address_________________________________________________ 	 


        

         

         

        NOTICE:
          THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
          THE
          FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
          OR
          ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK,
          OTHER
          THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP
          ON A
          REGISTERED NATIONAL SECURITIES EXCHANGE.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        Form
          to
          be used to assign Purchase Option:

         

        ASSIGNMENT

         

        (To
          be
          executed by the registered Holder to effect a transfer of the within Purchase
          Option):

         

        FOR
          VALUE
          RECEIVED,______________________________________ does hereby sell, assign
          and
          transfer unto______________________________________ the right to purchase
          __________ Units of Fortress America Acquisition Corporation (“Company”)
          evidenced by the within Purchase Option and does hereby authorize the Company
          to
          transfer such right on the books of the Company.

         

        Dated:___________________,
          200_

         

        
          
            	 	 
	 	
                  
	 	
                    
                      
 Signature

                  
	 	 
	 	 
	 	
                    
                      

                    

                    Signature
                      Guaranteed 

                  


          

           

        

        NOTICE:
          THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
          THE
          FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
          OR
          ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK,
          OTHER
          THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP
          ON A
          REGISTERED NATIONAL SECURITIES EXCHANGE.