Unassociated Document


    July
      7,
      2005

     

    Fortress
      America Acquisition Corporation

    3
      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 special advisor 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 10 hereof):

    


    1. As
      a
      special advisor to the Company, the undersigned agrees to provide up to eight
      days of his time to assist the Company in identifying, seeking, and consummating
      a Business Combination, including providing strategic advice to the
      Company.

    


    2. 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.

     

    3. 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.

    


    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 the undersigned shall be entitled to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination, including
      first-class air travel.

     

    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 a special advisor to the Company, on a nonexclusive
      basis, 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, as amended. 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 special advisor
      to the Company.

    


    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.

    


    


    
      	 	 	Asa Hutchinson 
	 	 	Print Name of Stockholder 
	 	 	 
	 	 	 
	 	 	/s/ Asa Hutchinson 
	 	 	
              Signature