**Exhibit
      10.2**





FORM
      OF
      RESTRICTED STOCK AGREEMENT (EMPLOYEES ONLY)





FORTRESS
      INTERNATIONAL GROUP, INC.








THIS
      AGREEMENT is made as of [date], by and between FORTRESS INTERNATIONAL GROUP,
      INC., a Delaware corporation (the “Company”) and ______________ (the “Employee”)
      an employee of VTC, L.L.C., a Maryland limited liability company and a wholly
      owned subsidiary of the Company (“VTC”).





W
      I T N E
      S S E T H





WHEREAS,
      pursuant to the provisions of the Fortress International Group, Inc. 2006
      Omnibus Incentive Compensation Plan (the “Plan”), the Company desires to award
      to the Employee restricted shares of the Company’s Common Stock, par value
      $_______ per share (“Common Stock”), in accordance with the provisions of the
      Plan, all on the terms and conditions hereinafter set forth;





WHEREAS,
      Employee wishes to accept said offer; and





WHEREAS,
      the parties hereto understand and agree that any terms used and not defined
      herein have the same meanings as in the Plan.





NOW
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto agree as
      follows:





1.  Terms
      of Award .  The
      Company awards to the Employee _____ shares of the Company’s Common Stock (the
“Shares”) in accordance with the terms of this Agreement.








2.  Provisions
      of Plan Controlling .  The
      Employee specifically understands and agrees that the Shares issued under the
      Plan are being awarded to the Employee pursuant to the Plan, copies of which
      Plan the Employee acknowledges he has read, understands and by which he agrees
      to be bound. The provisions of the Plan are incorporated herein by reference.
      In
      the event of a conflict between the terms and conditions of the Plan and this
      Agreement, the provisions of the Plan will control.








3.  Vesting
      of Restricted Stock .





(a)  Except
      as
      provided in paragraph (b), the Shares awarded hereunder shall be forfeited
      to
      the Company for no consideration in the event (i) Employee voluntarily
      terminates his employment with VTC prior to the third (3 rd )
      anniversary of the date of this Agreement or (ii) Employee is terminated
      for Cause prior to the third (3 rd )
      anniversary of the date of this Agreement.








(b)  The
      Shares awarded hereunder shall be fully vested in the Employee and no longer
      subject to a risk of forfeiture pursuant to paragraph (a) upon the occurrence
      of
      the earliest of the following events:





(i)  the
      date
      on which the employment of the Employee is terminated by VTC without Cause;





(ii)  the
      date
      on which the Employee dies or becomes disabled; or





(iii)  the
      third
      (3 rd )
      anniversary of the date hereof.





(c)  For
      purposes of this Agreement, “Cause” shall be defined as (i) an act or acts of
      dishonesty by the Employee constituting a felony and resulting or intended
      to
      result directly or indirectly in substantial gain or personal enrichment at
      the
      expense of VTC; or (ii) the willful and continued failure by the Employee
      substantially to perform his duties with VTC (other than any such failure
      resulting from incapacity due to mental or physical illness) after a demand
      in
      writing for substantial performance is delivered by VTC, which demand
      specifically identifies the manner in which VTC believes that the Employee
      has
      not substantially performed his duties, and such failure results in demonstrably
      material injury to VTC.





(d)  For
      purposes of this Agreement, the Employee shall be deemed disabled if, as a
      result of his incapacity due to physical or mental illness, he shall have been
      absent from his duties with VTC on a full-time basis for a period of at least
      six months and a physician selected by him and acceptable to VTC is of the
      opinion that (a) he is suffering from “Total Disability” as defined in any group
      term disability insurance maintained by VTC applicable to the Employee, or,
      (b)
      if the Company shall not maintain such insurance, the determination by an
      independent physician that the Employee (i) will qualify for Social Security
      Disability Payment and (ii) within thirty (30) days after such determination
      is
      made, Employee shall not have returned to the full-time performance of his
      duties as defined








4.  Dividend
      and Voting Rights. Employee
      shall have the right to vote any Shares awarded hereunder and to receive any
      dividends declared with respect to such Shares, provided that such voting and
      dividend rights shall lapse with respect to any Shares that are forfeited to
      the
      Company pursuant to Section 3(a) of this Agreement.








5.  Additional
      Shares .  (a) If
      the Company shall pay a stock dividend or declare a stock split on or with
      respect to any of its Common Stock, or otherwise distribute securities of the
      Company to the holders of its Common Stock, the number of shares of stock or
      other securities of the Company issued with respect to the Shares then subject
      to the restrictions contained in this Agreement shall be added to the Shares
      subject to this Agreement. If the Company shall distribute to its stockholders
      shares of stock of another corporation, the shares of stock of such other
      corporation distributed with respect to the Shares then subject to the
      restrictions contained in this Agreement shall be added to the Shares subject
      to
      this Agreement.








(b)  If
      the
      outstanding shares of Common Stock of the Company shall be subdivided into
      a
      greater number of shares or combined into a smaller number of shares, or in
      the
      event of a reclassification of the outstanding shares of Common Stock of the
      Company, or if the Company shall be a party to a merger, consolidation or
      capital reorganization, there shall be substituted for the Shares then subject
      to the restrictions contained in this Agreement such amount and kind of
      securities as are issued in such subdivision, combination, reclassification,
      merger, consolidation or capital reorganization in respect of the Shares subject
      to this Agreement.








6.  Legends .  All
      certificates representing the Shares to be issued to the Employee pursuant
      to
      this Agreement shall have endorsed thereon legends substantially as
      follows:


“The
        shares represented by this certificate are subject to restrictions set forth
        in
        a Restricted Stock Agreement dated [date] with the Company, a copy of which
        Agreement is available for inspection at the offices of the Company or will
        be
        made available upon request.”
 
 “The
        shares represented by this certificate have been taken for investment and
        they
        may not be sold or otherwise transferred by any person, including a pledgee,
        unless (1) either (a) a Registration Statement with respect to such shares
        shall
        be effective under the Securities Act of 1933, as amended, or (b) the Company
        shall have received an opinion of counsel satisfactory to it that an exemption
        from registration under such Act is then available, and (2) there shall have
        been compliance with all applicable state securities
        laws.”





7.  No
      Obligation to Employ .  Neither
      the Company, nor VTC is obligated, by the Plan or this Agreement, to continue
      the Employee as an employee of either the Company, VTC or any other subsidiary
      or affiliate of the Company.








8.  Investment
      Intent .  The
      Employee represents and warrants to the Company that the Shares are being
      acquired for the Employee’s own account, for investment, and not with a view to,
      or for sale in connection with, the distribution of any such
      Shares.











9.  Notices .  Any
      notices required or permitted by the terms of this Agreement or the Plan shall
      be given by recognized courier service, facsimile, registered or certified
      mail,
      return receipt requested, addressed as follows:


To
                  the Company:
              Fortress
                  International Group, Inc.
 Attn:
        _______________________
 Chairman
        of the Board
 4100
        North Fairfax Drive, #1150
 Arlington,
        Virginia 22203
 Facsimile
        No.:__________
  
 To
                  the Employee:
              ____________________________
 ____________________________
 ____________________________
 Facsimile
                  No.:**_______________**


or
      to
      such other address or addresses of which notice in the same manner has
      previously been given. Any such notice shall be deemed to have been given upon
      the earlier of receipt, one business day following delivery to a recognized
      courier service or three business days following mailing by registered or
      certified mail.








10.  Governing
      Law .  This
      Agreement shall be construed and enforced in accordance with the law of the
      State of Maryland.








11.  Withholding. Prior to
      delivery of Shares to Employee upon the release of the restrictions stated
      in
      Section 3 hereof, Employee shall be required to make arrangements, satisfactory
      to the Company, for appropriate withholding for federal, state, and local tax
      purposes. Employee is permitted to satisfy any such tax withholding
      requirements, in whole or in part, by delivering Shares to the Company
      (including Shares awarded hereunder) having a fair market value (as determined
      by Company in its sole discretion) equal to the amount of such tax.








12.  Benefit
      of Agreement .  Subject
      to the provisions of the Plan and the other provisions hereof, this Agreement
      shall be for the benefit of and shall be binding upon the heirs, executors,
      administrators, successors and assigns of the parties hereto.








13.  Entire
      Agreement .  This
      Agreement, together with the Plan, embodies the entire agreement and
      understanding between the parties hereto with respect to the subject matter
      hereof and supersedes all prior oral or written agreements and understandings
      relating to the subject matter hereof. No statement, representation, warranty,
      covenant or agreement not expressly set forth in this Agreement shall affect
      or
      be used to interpret, change or restrict, the express terms and provisions
      of
      this Agreement, provided, however, in any event, this Agreement shall be subject
      to and governed by the Plan.





14.  Modifications
      and Amendments .  The
      terms and provisions of this Agreement may be modified or amended as provided
      in
      the Plan.






15.  Waivers
      and Consents .  The
      terms and provisions of this Agreement may be waived, or consent for the
      departure therefrom granted, only by written document executed by the party
      entitled to the benefits of such terms or provisions. No such waiver or consent
      shall be deemed to be or shall constitute a waiver or consent with respect
      to
      any other terms or provisions of this Agreement, whether or not similar. Each
      such waiver or consent shall be effective only in the specific instance and
      for
      the purpose for which it was given, and shall not constitute a continuing waiver
      or consent.








IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
      duly
      authorized officer, and the Employee has hereunto set his hand, all as of the
      day and year first above written.





FORTRESS
                  INTERNATIONAL GROUP, INC.By:
                  ___________________________________Name:
                  _____________________________Title:
                  _______________________________________________________________Employee





FORM
      OF
      RESTRICTED STOCK AGREEMENT (NON-DIRECTOR DIRECTORS ONLY)





FORTRESS
      INTERNATIONAL GROUP, INC.








THIS
      AGREEMENT is made as of [date], by and between FORTRESS INTERNATIONAL GROUP,
      INC., a Delaware corporation (the “Company”) and ______________ (the
“Director”), a non-employee director of the Company.





W
      I T N E
      S S E T H





WHEREAS,
      pursuant to the provisions of the Fortress International Group, Inc. 2006
      Omnibus Incentive Compensation Plan (the “Plan”), the Company desires to award
      to the Director restricted shares of the Company’s Common Stock, par value
      $_______ per share (“Common Stock”), in accordance with the provisions of the
      Plan, all on the terms and conditions hereinafter set forth;





WHEREAS,
      Director wishes to accept said offer; and





WHEREAS,
      the parties hereto understand and agree that any terms used and not defined
      herein have the same meanings as in the Plan.





NOW
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto agree as
      follows:





1.  Terms
      of Award .  The
      Company awards to the Director _____ shares of the Company’s Common Stock (the
“Shares”) in accordance with the terms of this Agreement.








2.  Provisions
      of Plan Controlling .  The
      Director specifically understands and agrees that the Shares issued under the
      Plan are being awarded to the Director pursuant to the Plan, copies of which
      Plan the Director acknowledges he has read, understands and by which he agrees
      to be bound. The provisions of the Plan are incorporated herein by reference.
      In
      the event of a conflict between the terms and conditions of the Plan and this
      Agreement, the provisions of the Plan will control.





3.  Vesting
      of Restricted Stock .





(a)  Except
      as
      provided in paragraph (b), the Shares awarded hereunder shall be forfeited
      to
      the Company for no consideration in the event that Director is no longer a
      director of the Company.





(b)  The
      Shares awarded hereunder shall be fully vested in the Director and no longer
      subject to a risk of forfeiture pursuant to paragraph (a) upon the occurrence
      of
      the earliest of the following events:








[DESCRIBE
      VESTING PROVISIONS]








4.  Dividend
      and Voting Rights. Director
      shall have the right to vote any Shares awarded hereunder and to receive any
      dividends declared with respect to such Shares, provided that such voting and
      dividend rights shall lapse with respect to any Shares that are forfeited to
      the
      Company pursuant to Section 3(a) of this Agreement.





5.  Additional
      Shares .  (a) If
      the Company shall pay a stock dividend or declare a stock split on or with
      respect to any of its Common Stock, or otherwise distribute securities of the
      Company to the holders of its Common Stock, the number of shares of stock or
      other securities of the Company issued with respect to the Shares then subject
      to the restrictions contained in this Agreement shall be added to the Shares
      subject to this Agreement. If the Company shall distribute to its stockholders
      shares of stock of another corporation, the shares of stock of such other
      corporation distributed with respect to the Shares then subject to the
      restrictions contained in this Agreement shall be added to the Shares subject
      to
      this Agreement.





(b)  If
      the
      outstanding shares of Common Stock of the Company shall be subdivided into
      a
      greater number of shares or combined into a smaller number of shares, or in
      the
      event of a reclassification of the outstanding shares of Common Stock of the
      Company, or if the Company shall be a party to a merger, consolidation or
      capital reorganization, there shall be substituted for the Shares then subject
      to the restrictions contained in this Agreement such amount and kind of
      securities as are issued in such subdivision, combination, reclassification,
      merger, consolidation or capital reorganization in respect of the Shares subject
      to this Agreement.





6.  Legends .  All
      certificates representing the Shares to be issued to the Director pursuant
      to
      this Agreement shall have endorsed thereon legends substantially as
      follows:


“The
        shares represented by this certificate are subject to restrictions set forth
        in
        a Restricted Stock Agreement dated [date] with the Company, a copy of which
        Agreement is available for inspection at the offices of the Company or will
        be
        made available upon request.”
 
 “The
        shares represented by this certificate have been taken for investment and
        they
        may not be sold or otherwise transferred by any person, including a pledgee,
        unless (1) either (a) a Registration Statement with respect to such shares
        shall
        be effective under the Securities Act of 1933, as amended, or (b) the Company
        shall have received an opinion of counsel satisfactory to it that an exemption
        from registration under such Act is then available, and (2) there shall have
        been compliance with all applicable state securities laws.”









7.  Investment
      Intent .  The
      Director represents and warrants to the Company that the Shares are being
      acquired for the Director’s own account, for investment, and not with a view to,
      or for sale in connection with, the distribution of any such
      Shares.





8.  Notices .  Any
      notices required or permitted by the terms of this Agreement or the Plan shall
      be given by recognized courier service, facsimile, registered or certified
      mail,
      return receipt requested, addressed as follows:





To
                the Company:
            Fortress
                International Group, Inc.


Attn:


Chairman
      of the Board


4100
      North Fairfax Drive, #1150


Arlington,
      Virginia 22203


Facsimile
      No.:







To
                the Director:
            ____________________________


____________________________


____________________________


Facsimile
      No.: **_______________**





or
      to
      such other address or addresses of which notice in the same manner has
      previously been given. Any such notice shall be deemed to have been given upon
      the earlier of receipt, one business day following delivery to a recognized
      courier service or three business days following mailing by registered or
      certified mail.








9.  Governing
      Law .  This
      Agreement shall be construed and enforced in accordance with the law of the
      State of Maryland.








10.  Withholding. Prior to
      delivery of Shares to Director upon the release of the restrictions stated
      in
      Section 3 hereof, Director shall be required to make arrangements, satisfactory
      to the Company, for appropriate withholding for federal, state, and local tax
      purposes. Director is permitted to satisfy any such tax withholding
      requirements, in whole or in part, by delivering Shares to the Company
      (including Shares awarded hereunder) having a fair market value (as determined
      by Company in its sole discretion) equal to the amount of such tax.








11.  Benefit
      of Agreement .  Subject
      to the provisions of the Plan and the other provisions hereof, this Agreement
      shall be for the benefit of and shall be binding upon the heirs, executors,
      administrators, successors and assigns of the parties hereto.











12.  Entire
      Agreement .  This
      Agreement, together with the Plan, embodies the entire agreement and
      understanding between the parties hereto with respect to the subject matter
      hereof and supersedes all prior oral or written agreements and understandings
      relating to the subject matter hereof. No statement, representation, warranty,
      covenant or agreement not expressly set forth in this Agreement shall affect
      or
      be used to interpret, change or restrict, the express terms and provisions
      of
      this Agreement, provided, however, in any event, this Agreement shall be subject
      to and governed by the Plan.






13.  Modifications
      and Amendments .  The
      terms and provisions of this Agreement may be modified or amended as provided
      in
      the Plan.






14.  Waivers
      and Consents .  The
      terms and provisions of this Agreement may be waived, or consent for the
      departure therefrom granted, only by written document executed by the party
      entitled to the benefits of such terms or provisions. No such waiver or consent
      shall be deemed to be or shall constitute a waiver or consent with respect
      to
      any other terms or provisions of this Agreement, whether or not similar. Each
      such waiver or consent shall be effective only in the specific instance and
      for
      the purpose for which it was given, and shall not constitute a continuing waiver
      or consent.








IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
      duly
      authorized officer, and the Director has hereunto set his hand, all as of the
      day and year first above written.


FORTRESS
                    INTERNATIONAL GROUP, INC.By:
                    ___________________________________Name:
                    _____________________________Title:
                    _______________________________________________________________Director