Unassociated Document


    AGREEMENT

    


    


    THIS
      AGREEMENT is made as of this ___ day of July 2005, by and among FORTRESS AMERICA
      ACQUISITION CORPORATION, a Delaware corporation (the “Company”), SUNRISE
      SECURITIES CORP., a Delaware corporation (“Sunrise”), and PALADIN
      HOMELAND SECURITY FUND, L.P.,
      a
      Delaware limited partnership, PALADIN HOMELAND SECURITY FUND (NY CITY), L.P.,
      a
      Delaware limited partnership, PALADIN HOMELAND SECURITY FUND (CA), L.P., a
      Delaware limited partnership, and PALADIN HOMELAND SECURITY FUND (CAYMAN
      ISLANDS), L.P., a limited partnership formed under the laws of the Cayman
      Islands (individually, “Stockholder,” and collectively,
“Stockholders”).

    


    A.
      Sunrise entered into a Letter of Intent (the “Letter of Intent”) with the
      Company to underwrite an initial public offering of the securities of the
      Company (“IPO”) and embark on the IPO process.

    


    B.
      As a
      condition and in consideration for Sunrise underwriting the IPO, Sunrise, the
      Company and the Stockholders must agree to certain terms and conditions as
      more
      fully described in this Agreement.

    


    C.
      Capitalized terms used in this Agreement, unless defined elsewhere, shall have
      the meaning ascribed to them in Section 10 hereof.

    


    NOW,
      THEREFORE, for good and valuation consideration, the parties hereto hereby
      agree
      as follows:

    


    1. If
      the
      Company solicits approval of its stockholders of a Business Combination,
      Stockholders will vote all Insider Shares owned by them in accordance with
      the
      majority of the votes cast by the holders of the IPO Shares.

     

    2. In
      the
      event that the Company fails to consummate a Business Combination within 12
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO (or 18 months under the circumstances described in the
      prospectus relating to the IPO), Stockholders will take all reasonable actions
      within their power to cause the Trust Fund (as defined in the Letter of Intent)
      to be liquidated and distributed to the holders of the IPO Shares. Each
      Stockholder hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Fund as a result of such
      distribution with respect to such Insider Shares (“Claim”) and hereby waives any
      Claim Stockholder may have in the future as a result of, or arising out of,
      any
      contracts or agreements with the Company and will not seek recourse against
      the
      Trust Fund for any reason whatsoever (including in connection with enforcement
      of the Company’s indemnification obligations under paragraph 9
      hereof).

    


    3. Stockholders
      acknowledge and agree that the Company will not consummate any Business
      Combination which involves a company which is affiliated with any of the
      Insiders unless the Company obtains an opinion from an independent investment
      banking firm reasonably acceptable to Sunrise that the Business Combination
      is
      fair to the Company’s stockholders from a financial perspective.

    


    4. Stockholders
      will not be entitled to receive, and will not accept, any compensation for
      services rendered to the Company prior to the consummation of the Business
      Combination; provided that Stockholders shall be entitled to reimbursement
      from
      the Company for their out-of-pocket expenses incurred on behalf of the
      Company.

    


    5. Stockholders
      will not be entitled to receive, or accept, a finder’s fee or any other
      compensation in the event Stockholders, any member of a family of a Stockholder
      or any Affiliate of Stockholders originates a Business Combination.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. Stockholders
      will escrow their Insider Shares for the three-year period commencing on the
      Effective Date, subject to the terms of a stock escrow agreement substantially
      in the form attached hereto as Exhibit A which the Company will enter into
      with
      Stockholders and an escrow agent acceptable to the Company.

     

    7. The
      Company and Stockholders agree to enter into a registration rights agreement
      substantially in the form attached hereto as Exhibit B.

    


    8. Stockholders
      hereby represent and warrant that the information furnished in writing to the
      Company and to Sunrise marked expressly for inclusion in the Registration
      Statement on Form S-1 (the “Registration Statement”) is true and accurate in all
      respects, does not omit any material information with respect to any Stockholder
      that would otherwise be required to be disclosed under the Securities Act of
      1933, as amended, or any rule or regulation promulgated thereunder.


    


    9. The
      Company agrees to indemnify and hold harmless Stockholders, and each of their
      respective officers, employees, affiliates, directors, and partners (each,
      an
“Indemnified Party”), from and against any expenses, losses, judgments, claims,
      damages or liabilities arising out of or based upon any untrue statement (or
      allegedly untrue statement) of a material fact contained in the Registration
      Statement, preliminary prospectus or final prospectus (or any amendment or
      supplement thereto), or arising out of or based upon any omission (or alleged
      omission) to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, or any violation by the Company
      of
      the Securities Act of 1933, as amended, or any rule or regulation promulgated
      thereunder applicable to the Company and relating to action or inaction required
      of the Company in connection with the registration; and the Company shall
      promptly reimburse the Indemnified Party for any legal and any other expenses
      reasonably incurred by such Indemnified Party in connection with investigating
      and defending any such expense, loss, judgment, claim, damage or liability;
      provided however, that the Company shall not be liable in any such case to
      the
      extent that any such expense, loss, claim, damage or liability arises out of
      or
      is based upon any untrue statement or allegedly untrue statement or omission
      or
      alleged omission made in the Registration Statement, preliminary prospectus,
      or
      final prospectus (or any amendment or supplement thereto) in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by any
      Stockholder expressly for use therein. Each Stockholder hereby waives any and
      all right, title, interest or claim of any kind in or to the Trust Fund or
      any
      distribution from the Trust Fund in respect of any claim or rights Stockholder
      may have in the future against the Company as a result of, or arising out of,
      the Company’s indemnification obligations in this paragraph 9 and will not seek
      recourse against the Trust Fund for any reason whatsoever.

    


    10. As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business in the homeland security industry selected by the
      Company; (ii) “Insiders” shall mean all officers, directors and stockholders of
      the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
      of the shares of Common Stock of the Company owned by an Insider prior to the
      IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
      Company’s IPO.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	FORTRESS AMERICA ACQUISITION
              CORPORATION 
	 	 	 
	 	By: 	/s/ Harvey L. Weiss
	 	 	Harvey L. Weiss, President and Chief
              Executive Officer 
	 	 	 
	 	SUNRISE SECURITIES
              CORP.
	 	 	 
	 	By: 	Nathan Low 
	 	Its:  	President 
	 	 	 
	 	PALADIN HOMELAND SECURITY
              FUND,
              L.P.
	 	 	 
	 	
              By:

            	
              PALADIN
                HOMELAND SECURITY HOLDINGS, LLC, its General
                Partner
 
	 	 	 
	 	By: 	/s/ Michael R.
              Steed 
	 	 	Michael R. Steed, Authorized
              Signatory 
	 	 	 
	 	PALADIN HOMELAND SECURITY
              FUND (NY
              CITY), L.P. 
	 	 	 
	 	
              By:

            	
              PALADIN
                HOMELAND SECURITY HOLDINGS, LLC, its General
                Partner 

            
	 	 	 
	 	By: 	/s/ Michael R.
              Steed 
	 	 	Michael R. Steed, Authorized
              Signatory 
	 	 	 
	 	PALADIN HOMELAND SECURITY
              FUND
              (CA), L.P.
	 	 	 
	 	
              By:
 	
              PALADIN
                HOMELAND SECURITY HOLDINGS, LLC, its General
                Partner 

            
	 	 	 
	 	By: 	/s/ Michael R.
              Steed 
	 	 	Michael R. Steed, Authorized
              Signatory 
	 	 	 
	 	PALADIN HOMELAND SECURITY
              FUND
              (CAYMAN ISLANDS), L.P.
	 	 	 
	 	
              By:

            	
              PALADIN
                HOMELAND SECURITY HOLDINGS (CAYMAN ISLANDS), LTD., its General
                Partner 

            
	 	 	 
	 	By:  	/s/ Michael R.
              Steed 
	 	 	Michael R. Steed, Authorized
              Signatory