Unassociated Document


     

    July
      7,
      2005

     

    Fortress
      America Acquisition Corporation

    3
      Bethesda Metro Center

    Suite
      700

    Bethesda,
      MD 20814

    


    Sunrise
      Securities Corp.

    641
      Lexington Avenue

    25th
      Floor

    New
      York,
      New York 10022

     

    Re:         
      Initial Public Offering

     

    Gentlemen:

     

    The
      undersigned stockholder and director of Fortress America Acquisition Corporation
      (“Company”), in consideration of Sunrise Securities Corp. (“Sunrise”) entering
      into a letter of intent (“Letter of Intent”) to underwrite an initial public
      offering of the securities of the Company (“IPO”) and embarking on the IPO
      process, hereby agrees as follows (certain capitalized terms used herein are
      defined in paragraph 11 hereof):

     

    1.            
      If the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by him 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), the undersigned will take all reasonable
      actions within his 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. The undersigned 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 his Insider Shares (“Claim”) and hereby waives
      any Claim the undersigned 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.  The undersigned agrees
      to indemnify and hold harmless the Company against any and all loss, liability,
      claims, damage and expense whatsoever (including, but not limited to, any and
      all legal or other expenses reasonably incurred in investigating, preparing
      or
      defending against any litigation, whether pending or threatened, or any claim
      whatsoever) which the Company may become subject as a result of any claim by
      any
      vendor or other person who is owed money by the Company for services rendered
      or
      products sold, or by any target business, but only to the extent necessary
      to
      ensure that such loss, liability, claim, damage or expense does not reduce
      the
      amount in the Trust Fund (as defined in the Letter of Intent).

    


    3.            In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the distribution of
      the
      Trust Fund or until such time as the undersigned ceases to be a director of
      the
      Company, subject to any pre-existing fiduciary or contractual obligations the
      undersigned might have.

     

    4.            
      The
      undersigned acknowledges and agrees 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.            
      Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will 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 commencing on the Effective Date, Global
      Defense Corp. ("Related Party"), shall be allowed to charge the Company an
      allocable share of Related Party's overhead, up to $7,500 per month, to
      compensate it for the Company's use of Related Party's offices, utilities and
      personnel. Related Party and the undersigned shall also be entitled to
      reimbursement from the Company for their out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    6.            
      Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive, or accept, a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

     

    7.            
      The
      undersigned will escrow his Insider Shares for the three year period commencing
      on the Effective Date subject to the terms of a Stock Escrow Agreement which
      the
      Company will enter into with the undersigned and an escrow agent acceptable
      to
      the Company.

     

    8.            The
      undersigned agrees to be Chairman of the Board of Directors of the Company
      until
      the earlier of the consummation by the Company of a Business Combination or
      the
      distribution of the Trust Fund.  The undersigned’s biographical information
      furnished to the Company and Sunrise is true and accurate in all respects,
      does
      not omit any material information with respect to the undersigned’s background
      and contains all of the information required to be disclosed pursuant to
      Section 401 of Regulation S-K, promulgated under the Securities Act of
      1933.  The undersigned’s questionnaires furnished to the Company and
      Sunrise are true and accurate in all respects.  The undersigned represents
      and warrants that:

     

    (a)          he
      is not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)          he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c)          he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

     

    9.            The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as a member of
      the
      Board of Directors of the Company.

     

    10.          The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Sunrise and its legal representatives or agents
      (including any investigative search firm retained by Sunrise) any information
      they may have about the undersigned’s background and finances
      (“Information”).  Neither Sunrise nor its agents shall be violating the
      undersigned’s right of privacy in any manner in requesting and obtaining the
      Information and the undersigned hereby releases them from liability for any
      damage whatsoever in that connection.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.          
      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.

    


    
      	 	
                             C.
                Thomas
                McMillen                      

              Print
                Name of Insider

               

                            /s/
                C. Thomas
                McMillen               
                 

              Signature

            
	 	 
	 	
                      Washington
                Capital Advisors, LLC      

              Print
                Name of Insider

               

                           /s/
                C. Thomas McMillen, CEO        
                

              Signature